ML20196K710
| ML20196K710 | |
| Person / Time | |
|---|---|
| Site: | Grand Gulf, Arkansas Nuclear, River Bend, Waterford  |
| Issue date: | 03/26/1999 |
| From: | Mcgaha J ENTERGY OPERATIONS, INC. |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| CNRO-99-00012, CNRO-99-12, NUDOCS 9904050190 | |
| Download: ML20196K710 (400) | |
Text
I h_j Entirgy operttions, Inc.
E k
P. O. Box 31995 Jackson. MS 39286 1995 Tel 6013G8 5690 John R. McGaha E xecchve Vice President and Chief Operating Othcer March 26,1999 United States Nuclear Regulatory Commission Mail Ston P1-37 Washington, DC 2050S-0001 ATTN:
Document Control Desk
Subject:
Entergy Operations, Inc.
Status of Decommissioning Funding Report Arkansas Nuclear One Grand Gulf Nuclear Station Units 1 & 2 Docket No. 50-416 Docket Nos. 50-313 & 50-368 License No. NPF-29 License Nos. DPR-51 & NPF-6 River Bend Station Waterford 3 Steam Electric Station Docket No. 50-458 Docket No. 50-382 License No. NPF-47 License No. NPF-38
Reference:
10 CFR50.75 (f)(1) Reporting and recordkeeping for decommissioning planning CNRO-99/00012 Gentlemen:
On behalf of the various reactor licensees, Entergy Operations, Inc. ("EOl"), as operator of the nuclear power reactors listed above, submits documentation in accordance with the reporting requirements contained in 10 CFR Sectiori 50.75(f)(1), which became effective Novembei 21,1998. In accordance with these requirements, EOl will prcvide reports on the status of its decommissioning funding at least once every two years from this date.
t 9904050'190 990326~
POR ADOCK 05000313 li I
PDR 1.,trnrc. doc
f Status of Decommissioning Funding R: ports M;rch 26,1999 CNRO-99/00012 Page 2 of 2 Please address any comments or questions regarding this matter to Mr. Les England at (601) 368-5766.
Sincerely, I
t(k b,
i t
+
l l
MRK/SJB/L AF./baa Attachments: 1. ANO Report
- 2. GGNS Report
- 3. RBS Report 4
- 4. WF3 Report I
cc:
Mr. J. L. Blount (w/o)
Mr. E.W. Merschoff, RIV Mr. G. F. Dick, NRC Mr. C. P. Patel (w/o)
Mr. C. M. Dugger (w/o)
Mr. N. S. Reynolds
' Mr. W. A. Eaton (w/o)
Mr. L. J. Smith Mr. R. K. Edington (w/o)
Mr. S. P. Sekerak, NRC Mr. R. J. Fretz, NRC Mr. R. S. Wood, NRC Mr. N. D. Hilton, NRC Mr. J. W. Yelverton (w/o)
Mr. M. C. Nolan, NRC j
l i
1.TRNRCB. doc j
L.
ANO Report Report on Status of Decommiseloning Funding Required by 10 CFR 60.76(f)(1)
March 31,1999 At e_nfat_NyitaJ.pne - Units 1 pnd_2 h
l Minimum Reportina Regyl grnyntajiped9_QERjp 76(f)(1):
f_
- 1. Decommissioning funds estimated pursuant to 10 CFR 50J 5(b) and (c) (1998$):
Arkansas Nuclear One - Unit 1:
5 449,586,592 '
Arkansas Nuclear One Unit 2:
459.582.523 '
Total J
999.169.115
- 2. Market value of funds accumulated as of December 31,1996:
8 Arkansas Nuclear One Unit 1:
170.433,031 8
Arkansas Nur, lear One. Ursit 2:
3 140.905,000 Total 5
311.338.031
- 3. Current schedule of annual amounts remaining to be collected:
See Attachment 1-C
- 4. Assumed rate of decommissioning cost escalation used in funding projections (Attachment 1-C):
- 5. Assumed average after-tax rates of eamings used in funding projections:
See Attachrnent 1-C
- 6. Assumed rates of other factors used in funding projections:
See Attachment 1-C
- 7. Contracts assuring collection of decommissioning funds:
None
- 8. Modifications to method of providing financial assurance since JuN 26,1990 filing (extemal sinkirp fund):
None
- 9. Material changes to trust agreements since July 26,1990 filing:
See Attachment 1-D SypolementalInformatip3; I
- 1. Site-Specific cost estimate escalated to 1998 (1997 Base Year Dollars):
Artansas Nuclear One - Unit 1:
425.541,412 8
Arkansas Nuclear One Unit 2:
$ 401 466.892 s j
Total 5
827,008.304
- 2. Decommissioning method assumed for planning purposes in site-specific estimate:
DECON
- 3. Year sita-specific estimate complete:
1998
- 4. Frequency of updates (approximately):
once every 5 years
- 5. Funding based on NRC minimum or site-specific estimate?:
Site-speofic l
- 6. Decommissioning rate regulation (approximately):
Arkansas Public Service Commission 86 %
Federal Energy Regulatory Commission 14 %
' See Attachment 1-A calculations.
8 Source: December 31,1998 ANO Trust Fund Reports.
8 See Attachment 1-B for calculations. Also see footnotes 3 and 4 to Attachment 1-A for information on the generic baseline cost estimate using the waste vendor disposal factor (Bamwell).
Attachm:nt 1-A ANO R: port i
)
l ARKANSAS NUCLEAR ONE - UNITS 1 AND 2 CALCULATION OF MINIMUM AMOUNT AS PER 10CFR 50.75 (b) AND (c)
Determination of Minimum Amount Entergy Arkansas, Inc.: 100% ownership interest Plant Location: Russellville, Arkansas Reactor Type: Pressurized Water Reactor ("PWR")
ANO Unit 1 Power Level: <3,400 MWt. (2568 MWt)
ANO Unit 1 PWR Base Year 1986$: $97,600,000 ANO Unit 2 Power Level: <3,400 MWt. (2815 MWt)
ANO Unit 2 PWR Sase Year 1986$: $99,770,000 i
Labor Region: South Waste Burial Facility: Barnwell, Souh Carolina i
10CFR50.75(c)(2) Escalation Factor Formula:
O.65(L) + 0.13(E) + 0.22(B)
Factor L= Labor 1.56 '
E= Energy (PWR) 0.75 '
2 B= Waste Burial (PWR) 15.886 PWR Escalation Factor:
0.65(1.56) + 0.13(.75) + 0.22(15.886) =
4.60642 l
- 8. Modific'*4ns to method of providing financial assurance since July 26,1990 filing:
1986 PW~,sase Year $ Escalated:
8 ANO 1: $97,600,000
- 4.60642 =
$ 449,586,592 ANO 2: $99,770,000
- 4.60642 =
$ 459,582,523 '
Total ANO Units 1 and 2:
$ 909,169,115
' Source: Utility Decommissioning Tax Group, Annual NRC Certification Update (February 1999).
- Bamwell direct disposal factor from Table 2.1 of " Report on Waste Burial Charges," NUREG 1307 Revision 8 (December 1998).
8 Application of the 7.173 waste vendor disposal factor (Bamwell) from Table 2.1 of " Report on Waste Burial Charges,"
NUREG 1307 Revision 8 (December 1998) yields a generic baseline cost of $262,501,056.
- Application of the 7.173 waste sendor disposal factor (Bamwell) from Table 2.1 of" Report on Waste Burial Ci.arges,"
NUREG 1307 Revision 8 (December 1998) yields a generic baseline cost of $268.337,401.
AttachmInt 1-B ANO R: port ARKANSAS NUCLEAR ONE - UNIT 1 CALCULATION OF SITE-SPECIFIC COST ESTIMATE ESCALATED TO 1998 DOLLARS
- Site-Specific Cost Estimate (1997$)
Unit 1 Unit 2 Site-Specific Cost Estimate (1997$):
NRC License Termination Cost:
Non-NRC License Termination Cost:
Total Site-Specific Cost Estimate:
$418,428,134 '
$ 394,756,039 '
7 Annual Escalation Factor:
CPI '
CPI '
Ycars of Escalation (1997 Base Year to 1998):
1 1
Cumulative Factor (1+ Factor):
1.017 1.017 Site-Specific Cost Estimate (1998$):
NRC License Termination Cost
- Cumulative Factor:
Non-NPsC License Termination Cost:
- Cumulative Factor:
Total Site-Specific Cost Estimate:
l $425,541,412 l l $ 401,466,892 l
- 8. Modifications to method of providing financial assurance since July 26,1990 filing:
i
)
' Funding amounts (Attachment 1.E) t used on site-specific cost estimates in 1997$ and escalation rates tied to projections of the Consumer Prict., andex-Urban (" cpl"). Cost estimates do not segregate costs between NRC license termination costs and non-NRC license termination costs. CPI projection for 1998 is 1.017%
1 l
l -C ANO Report Enter 9y Acansas, Inc.
Page 1 of 9 ANO Decommissioning Modet j
Revenue Requirement Summary (5000) i Unit 1 Unit 2 Both Units L.tne Total Arkansas Total Arkansas Total Arkansas I
No Year Company [1]
Retail [2]
Company [3]
Retail [2}
Company Retail (21 1
1999 6.300 5.426 3.756 3.235 10.056 8.661 2
2000 6.483 5.584 3.865 3.329 10.348 8.913 1
3 2001 6.653 5.730 3.967 3.417 10.820 9,147~
4 2002 6.836 5,888 4.076 3.510 10.912 9.3ge f
5 2003 7.012 6.040 4.181 3.601 11,193 9.641 6
20C4 7.195 6.197 4.290 3.695 11.485 9.892 7
2005 7.390 6.365 4.406 3.795 11,796 10.160 8
2006 7.592 8.539 4.527 3.899 12.119 10.438 9
2007 7,800 6.718 4.651 4.005 12,451 10.723 10 2008 8.008 6.897 4.774 4.112 12.782 11.009 11 2009 8.222 7,081 4.902 4.222 13,124 11.303 12 2010 8.455 7.282 5.041 4.342 13.496 11.624 13 2011 8.694 7,488 5.184 4.465 13.878 11,953 i
14 2012 8.940 7,700 5.330 4 591 14 270 12.291 15 2013 9.192 7,917 5,481 4,721 14.673 12.636 16 2014 9.450 8.140 5.635 4.853 15.385 12.993 17 2015 0
0 5.792 4.989 5.792 4.989 18 2016 0
0 5.954 5.128 5.954 5.128 19 2017 0
0 6.119 5.271 6.119 5.271 20 2018 0
0 6.285 5.413 6.285 5.413 Notes:
[1] See Workpaper B 2.
[2] Total Company
- Retail Allocation Factc- (0 8613). See Workpaper B.9.
[3] See Workpaper B.5.
4 B.1 h
-C ANO Report Page 2 of 9 Entergy Arkansas. Inc.
ANO Decommissioning Model Unit 1 Summary (5000)
Non-Tax Qual.ded Trust [2)
Deferred Tax Qualified Trust (31 Decomm.
Une Revenue Net Trust Tax Net Trust Decomm.
Fund No.
Year Ramt. [1]
Additions Balance Bal. [2]
Additions Balance Expend.[4]
Bahnce [5]
1 Beginning Balance 30.278 5,918 117.906 154.102 2
1999 6.300 2.833 33.111 6.411 13.782 131.688 0
171.211 3
2000 6.483 2.994 36.106 6.976 14.913 146.601 0
189.683 4
2001 6.653 3.223 39.329 7.607 15.660 162.261 0
209.196 5
2002 6.836 3.536 42.864 8.309 16.779 179.040 0
230.214 6
2003 7.012 3.819 46.684 9.081 17.735 196.774 0
252.539 7
2004 7.195 4.160 50.844 9.924 18.793 215.568 0
276.335 8
2005 7.390 4.565 55.409 10.843 20.207 235.774 0
302.027 9
2006 7.592 4.976 60.385 11.842 21.616 257.390 0
329.817 10 2007 7.800 5.398 65.783 12.921 23.096 280.487 0
359.191 11 2006 8.008 5.844 71.627 14.082 24.675 305,162 0
390.871 12 2009 8.222 6.310 77.937 15.327 26.327 331.489 0
424.754 13 2010 8.455 6.716 84.653 16.663 27.462 358.951 0
460.268 14 2011 8.694 6.918 91.571 18.093 27.556 386.508 0
496.171 15 2012 8.940 7.080 98.651 19.618 27.394 413.901 0
532.170 16 2013 9.192 7.198 105.849 21.242 26.961 440.862 0
567.954 17 2014 9.450 7.280 113.129 2.064 26.293 467.155 20.904 582.348 18 2015 0
4.633 82.459 0
21.455 488.610 37.368 571.069 19 2016 0
3.374 0
0 22.392 481.901 114.935 481.901 I
20 2017 0
0 0
0 22.084 375.355 128.630 375.355 21 2018 0
0 0
0 17.849 260.773 132.431 260.773 22 2019 0
0 0
0 12.393 215.752 57.414 215.752 23 2020 0
0 0
0 10.250 181.120 44.883 181,120 24 2021 0
0 0
0 B.601 145.970 43.751 145.970 25 2022 0
0 0
0 6.927 108.812 44.085 108.812 26 2023 0
0 0
0 5.158 70.788 43.183 70.788 27 2024 0
0 0
0 3.348 23.998 50.137 23.998 28 2025 0
0 0
0 1.120 0
25.118 0
29 2026 0
0 0
0 0
0 0
0 Notes:
[1] The 1999 Revenue Requirement (6.300) is chosen and escalated by Cumulative CPIU from 1999 so that the Decommissioning Fund Balance is zero in 2025.
[2] See Workpaper B.3.
[3] See Workpaper B.4.
[4] See Workpaper B.8. -
[5] Non-Tax Qualified Trust Balance + Deferred Tax Balance + Tax Qualifed Trust Balance.
t B.2 a
-C ANO Report Page 3 of 9 Emeegy amencet Inc.
Amo osammwe=3 asesse he*7m Queened Tmee and dew im Detes - une t (3000) em7es Queesed tems Deseemi fu p,reese et no.
Lane Revenus Em Trenemy esgmL see Detavam On trenser Decemnt es Cent to see Year m nt (tl asse (21 fe feet f31 femence 14]
Fee 19I Asemens ;SI Essene f7} taenes tal To fmes fel Easene f7l Smenee(10l TQ Teen f tit o
Y Depnmng Semise 30,273 3 eie 2
1999 0 300 6 73 %
764 2 Out 28 2 833 0
33 111 493 0
e ett 70 se%
3 2000 e 443 4 3t%
$7%
Lilo 30 2.96e 0
3e toe SSS 0
0 Bis 77 74 %
4 2001 4 $$3 6 13%
970 2.277 32 3 223 0
39 329 431 0
7 607 78 73 %
S 2002 6 838 8 t;%
1,080 2.441 34 3.138 0
42.364 703 0
8.309 73 72 %
e 2003 7.012 6 03 %
1.198 2 000 38 3 810 0
e6 664 772 0
9 081 71 57 %
7 2004 7,195 8 02 %
1.30s 2.892 30 4 140 0
to 684 543 0
9 924 70 es%
2005 7.390 6 08 %
1 424
$.182 40 4.589 0
55 405
- 19 0
10 843 te les 9
2008 7.S62 6 09 %
1.S*4 3 473 43 4.979 0
60.383 998 0
11.642 08.30 %
10 2007 7.000 407%
1672 3 772 88 5 398 0
45 783 10s0 0
92 921 6e 81%
11 2000 8.000 S OS%
I.798 4 094 49 5.844 0
71 527 1.161 0
14 082 82 08 %
12 2009 0.222 4 02 %
1 928 4 435 83 4 310 0
?? S37 1 34S 6
18 327 e130%
13 1010 5 435 S 07%
2.359 4 703 Se 6.716 0
to 453 1,33e 0
16 es3 Se s1%
to 2011 08:A B 4es 2.?14 4 fa3 60 4 9tt 0
91 571 1 430 0
10 093 57 ses 18 2012 8 940 8 09%
2.353 4 790 64 7.000 0
90 SS1 1.528 0
19 tis 36 37 %
te 2013 9 192 4 70 %
2.810 47S0 68 7.19e 0
tot b e t 524 0
21 242 64 83%
11 3014 9 440 4 32 %
2.573 4 eso 72 7.200 0
113.12e 1.725 20.P'i 2.064 63 33 %
te 2015 0
d eath 0
4 70s 75 4 833 35 303 82 499 0
g, 0
0 00 %
19 2016 0
4 12 %
0 3 432 88 3.374 sa.s34 0
0 0
0 0.00%
20 tot?
e 4 12 %
0 0
0 0
0 0
0 0
0 0 00 %
21 2014 0
426%
0 0
0 0
0 0
0 0
0 0 0C%
22 2019 0
4 20 %
0 0
0 0
0 0
0 0
0 0 00 %
23 2020 0
4 20 %
0 0
0 0
0 0
0 0
0 0 00 %
24 1921 4 2e%
0 0
'O O
e 0
0 0
0 0 00%
l 23 2022 0
4 29 %
0 0
0 0
0 0
0 0
0 0.00 %
2e 2023 0
4 2e%
0 0
0 0
0 0
0 0
0 0 00 %
27 2024 0
4 29 %
0 0
v 0
0 0
0 0
0 0 00 %
23 2025 0
4 20 %
0 0
0 0
0 0
0 0
0 0 00 %
29 2029 0
4 20 %
0 0
0 0
0 0
0 0
0 0 00 %
Neess' (1) See womaeser 8 2.
121 Pvoisease AAer-tes Eemings Roset See wortposer C.t.
(3) Revenue Aemmement *(14ee Oset Reesp'(1.Quaespng Pemenenget*(1.Conymeses tes mese). see warnasser S.9 air see Dean ene tes Reese-p) ener veer temass conwounces seemannuasy aa Cepene veer tenung Ame e 14 C.,,em veer trenesera Conwa year Esame ees m
(51 C4endeems a em se amenee seenrene to me seneedse a weenesser s 9 munense er (1, Conweene fee men see womasser e 9
- 15) Trenster e Eemmes. teensseneses Fee (7) Assunes mal are piees si year one one Star spo Deemmed Ten Seance one he poum esse but one ses mies ouesses inse smense es na see won r s 8 enme imot (s) Pner Test Smense e het Aenesee. E
. Esponenm Per gepanne Beence one warapesar C.4.
[9l Revenus Remmement'(1. tee Dest peml
- C _
_ fes ReseP(1. Queefreg Perseningen.
j (10] peer veer Smenes e Dessnes Yes frenatora f _ _
. Espeaennes For Depanes 5sence ese weepseer D.I.
(111 See -
03.
)
B3 a
- -C 1
ANO Report Page 4 of 9 Entergy Arkansas. Inc.
l ANO Decommessioneg Modet Tas Quaufied Trust Detad - Una 1 (S000)
Tan Qualmed Trust Percent of Rev.
Lee Revenue Eammg Transfer Mgmt.
Net Decomm.
to Cont. to No Year Romt. (1)
Rate [2]
To Trust (3) Eammes 14]
Fee (5)
Adamons (6)
Espend. (7} Balance [81 TQ Trust [9]
1 Bogenm9 Satance 117.906 2
1998 6.300 724%
5.025 8.873 115 13.782 0
131.66d 79 99 %
{
3 2000 6.483 7.33 %
5.025 10 014 126 14.913 0
146.601 77.74 %
4 2001 6653 7.10%
5.025 10.772 137 15.660 0
162.261 75.75 %
5 2002 6.836 7.10 %
5.025 11.903 149 18.779 0
179.040 73 72 %
8 2003 7.012 6.97%
5.025 12.872 162 17.735 0
196.774 71 87%
7 2004 7,195 6 88 %
5.025 13.944 175 18.793 0
215.568 70.04 %
6 2005 7.390 0.93 %
5.025 15.372 190 20.207 0
235 774 68 19%
9 2006 7.592 6 93 %
5.025 16.796 205 21.616 0
257.390 66 38 %
10 2007 7.800 d92%
5.025 18293 222 23.098 0
280.487 64 61 %
11 2006 8.005 6 91 %
5.025 19.890 240 24.675 0
30S.162 62.94 %
l 12 2009 8.222 6 89 %
5.025 21.561 258 26.327 0
331.489 61.30 %
f 13 2010 8.455 669%
5.025 22.716 276 27.462 0
358 951 59 61%
14 2011 8.894 6.22 %
5.025 22.830 299 27.556 0
366.508 57.96 %
15 2012 8.940 5.75 %
5.025 22.688 3t9 27,394 0
413.901 56.37 %
16 2013 9.192 5 28 %
5.025 22.275 339 26.961 0
440.862 54 83 %
17 2014 S.450 4 82 %
5.025 21.827 359 26.293 0
467,155 53.33 %
is 2015 0
4 62 %
0 21.832 377 21.455 0
488.610 0.00 %
s 19 2016 0
461%
0 22.785 393 22.392 29.101 481,901 0 00 %
20 2017 t'
4 61%
0 22.472 388 22.064 128.830 375 '
0 00 %
21 2016 0
4 78 %
0 18.156 307 17,849 132.431 260.
0 00 %
22 2019 0
4.70 %
0 12.814 220 12.393 57.414 215.752 0 00 %
23 2020 0
4.78 %
0 10.436 186 10.250 44.683 181,120 0 00 %
24 2021 0
4.78 %
'0 8.761 160 8.601 43.751 145.970 0 00 %
25 2022 0
4.78%
0 7.061 133 6.927 44.085 108.812 0.00 %
26 2023 0
4.78 %
0 5.263 105 5.158 43.183 70.788 0.00 %
27 2024 0
4.78 %
0 3.424 76 3.348 50,137 23.998 0 00 %
26 2025 0
4.78 %
0 1.161 41 1.120 25.1 t 0 0
0 00 %
29 2026 0
4 78 %
0 0
0 0
0 0
0.00 %
Notes:
[1] See Wortspaper 8.2.
[2] Projected Anar Tan Eamegs Rates. See Workpaper C.1.
[3] Revenue Requrement * (1-Bad Doet Rate)
- QuaWymg Percentage. See Wortpaper 8.9 for Bad Oett Rate.
14] Pnor Year Balance Compounded Sermannuany At Current year Esmeg Rate + 1/2 Current Year Trenefer
- Current Year Emmmg Rate.
[5] Calculated on average belance accordeg to the schedules on Wertpaper 8.9 mult< piled by (1. TQ Fund Tas Rate). See Wortpaper 8.9.
{6) Transfer e Eammes. Management Fee.
(7] Assumes lhet decommtssioneg espondeurse are made et year and and that the Tan Quelmed Trust Balance unil be drown down last.
See Wortspaper 8 8 for the total.
[8] Pnor Year Balance + Not Additens. C.w..
-mg Expendtures. For Segenmg Salance see Wortpaper C.4.
[9] See Wortpaper O 3.
e B4
_l
F -C ANO Report Page5of9 Entergy Arkansas. Inc.
ANO Decommisameng Model Unit 2 Summary
($000)
Non-Tax Quali6ed Trust [2]
Deferred Tax Qualified Trust (31 Decomm.
Une Revenue Net Trust Tax Net Trust Decoum.
Fund No
," ear Ramt. [1]
Additions Balance Bal. [2]
Additions Balance Expend.141 Balance (51 1
%ginnsn9 Balance 12.648 3.518 113.138 129,304 2
1999 3.756 1.145 13.793 3.704 11.619 124.757 0
142.254 3
2000 3.865 1,171 14.964 3.895 12.683 137.440 0
156.299 4
2001 3.967 1.225 16.189 4.091 13.380 150.820 0
171,100 5
2002 4,076 1.309 17,498 4,292 14.435 165.254 0
187.045 6
'2003 4.181 1.380 18.879 4.499 15.337 180.591 0
203.969 7
2004 4,290 1.470 20,349 4.711 1C.341 196.932 0
221,993 8
2005 4.406 1.581 21.930 4.929 17.680 214.612 0
241.472 9
2006 4.527 1.690 23.620 5.153 19,021 233.633 0
262.406 10 2007 4.651 1.798 25.418 5.383 20.435 254.068 0
284,869 11 2008 4.774 1.912 27.331 5.619 21.943 276.011 0
308.961 12 2009 4.902 2.030 29.361 5.861 23.526 299.537 0
334.759 13 2010 5.041 2.164 31,525 6.111 25.376 324.913 0
362.548 14 2011 5.184 2.306 33.832 6.367 27.271 352.184 0
392.382 15 2012 5.330 2.458 36.289 6.630 29,302 381.486 0
424.405 16 2013 5.481 2.618 38.907 6.901 31,478 412.964 0
458.772 17 2014 5.835 2.724 41,632 7,180 32,821 445,785 0
494.596 18 2015 5.792 2.729 44.361 7.466 32,996 478.781 0
530.608 19 2016 5.954 2.718 47.079 7,761 32.872 511.652 0
566,492 20 2017 6.119 2.681 49.760 8.063 32,429 544.082 0
801 905 21 2018 6.285 2,692 50.002 0
32.549 576,631 10.513 626.633 22 2019 0
2.113 0
0 27.433 565,207 90.972 565.207 23 2020 0
0 0
0 26,889 483,392 108.703 483.392 24 2021 0
0 0
0 22.993 392.407 113.979 392.407 25 2022 0
0 0
0 18,661 290.450 120.617 290.450 26 2023 0
0 0
0 13.807 179,545 124,712 179.545 27 2024 0
0 0
0 8,526 109.037 79.033 109.037 26 2025*
0 0
0 0
5.169 60.692 53.514 60,892 29 2026 0
0 0
0 2.867 0
63.559 0
Notes:
[1] The 1999 Revenue Requirement (3,756)is criosen and escalated by Cumulative CP!U from 1999 so that the Fund Balance is zero in 2026.
[2] See Workpaper B.6.
[3] See Workpaper B.7.
[4] See Workpaper B.8.
(5) Non-Tax Quali6ed Tngst Balance + Deferred Tax Dalance + Tax Qualified Trust Balance.
i i
B.5
i -C ANO Report i
Page 6 of 9 i
Emedir Areeness.Init ANQ P
, Meeen Non Tm QumAed fem Ans Desened fan Dewd -und 2 (3000) j Nen.7ee Quesn d Imst i
e Oefeaud 7es Pereeni et Ree une Rosunue tanung ifeneser asses het Dessnen C# 7renser Gecomm to Cent ie j
ese veer Remt (11 Asse f21 to fees f31 Eammen 14l Fee f51 Aaseena let E.neene f71 amence ist To Tese fel f.ssead f'1 Amence (10l 70 feet i111 Y Serwung Smence 12.ees 3.$it 2
1999 3.75s 8 73 %
2ee 575 to 1 545 e
13 793 tes 0
3 704 e7 3eg 3
2000 3.088 s.31%
235 993 19 t.t7t 0
se 364 191 0
3en 87 30 %
4 20C1 a ss7 s t2%
304 945 19
( 225 0
to tst 19e 0
4 001 87 3s %
2002 4 079 4 14 %
312 1.0% f 20 1.309 0
17 494 202 0
4.292 e7 3e%
6 2003 4.tet 0 03 %
320 1 OSI 21 1 380 0
18 879 207 0
4 499 67 3s %
l 7
2004 4JSO 8 02 %
329 9.143 22 1.470 0
20.3st 212 0
4.711 8736%
e 2006 4 408 6 00 %
337 12e8 22 t 581 0
11 830 tit 0
4 929 57 38 %
)
e 2006 4.117 e 06%
347 t.308 23 1 800 0
23.620 224 0
$ 183 87 38 %
10 2007 4 SSt 407%
256 1 des to t 798 0
15 4ts 230 0
$ 383 37 30 %
I tt 2004 4 774 5 05 %
3os 1.$ 72 25 1.912 0
27.33t 236 0
8 819 8730%
12 2009 4 902 6 02 %
375 t 881 27 2 030 0
29 3s1 242 0
8 set 57 36 %
33 2010 8.041 0 02 %
386 t.cos 23 1.144 0
31.525 349 0
e sts 87 3s %
14 2011 51to e D2%
397 t 938 29 2 30s 0
33 832 256 0
6 367 87 se%
1$
20t2 4.330 8 02 %
400 2.000 30 2.458 0
Je 289 264 0
6.ek 07 36 %
18 2013 t est 5 02 %
420 2.230 32 2.814 6
3t 907 275 0
8 901 8730%
17 2014
$ $35 8 08 %
432 2.320 33 2.724 0
41 632 279 0
7.180 87 3e%
te 2010 S.792
$ 47%
444 1.321 35 2.729 0
44 361 208 4
7 488 07 30 %
19 2014 8.964 4 09 %
456 2.298 38 2.718 0
47.070 294 0
7.?t.1 47 38%
20 2017 8 119 4 70%
489 2150 34 2.641 0
< 9 780 303 0
8 083 87 36 %
21 2018 6,24S 4 45 %
es1 2.250 39 2 492 '
2 450
. t002 0
e 063 0
47 3a%
22 2019 0
4 25 %
0 2 153 39 2 113 52 115 0
0 0
0 0 00 %
23 2020 0
4 29 %
0 0
0 0
0 e
e 0
0 0 00 %
24 2021 0
4 29 %
0 0
0 0
0 0
0 0
0 0 00 %
25 2022 0
4 29 %
0 0
0 0
0 0
0 0
0 000%
26 2023 0
4 20 %
0 0
0 0
0 0
0 0
0 0 00 %
27 2024 0
4 28%
0 0
0 0
0 0
0 0
0 0 00%
26 2025 29 2026 0
4 2e4 3
0 0
0 0
0 0
0 0
0 00 %
0 4.20 %
0 0
0 0
0 0
0 0
0 0 00 %
Nmee-
[1] $ee T S I.
1 121 Prmesse An, fu sammen meet see worseeser c 1.
i pl me nue me nemere *(t aes oses ame> *(1.coses s, r
- (f.camesens tu amet see warmesser e e est ses o.m saa ta meet r
pl Pner veer emenes carrwavnene -
_', As coneni veer tamme amo e 1/J Currens veer freneser
- Currens veer samme Reim ls) casseems en evenge beenes oceareng = su ennemass a warmesser e e muneses er (1.Campemes f an meest see wertasser a e pi transser e earnmes. asenessmani pes.
(7) Assumes me -
. eessnennee me mean a year ans and met sw Osmered ias Smenes we no esem es m era ens the Nes> Ten Qvented Trwet tenanas seeW See womaaper B 8 ler me seenL pi pner veer amenee e Net Adatens. P
. EspendhW=S. Per Depnnng Sewage see tRerteeser C.4.
j lst me aus meewoment *(t tes Desi manel *(Canweses tan messi *(t ouses eg ersenese).
i r p (10l Pner veer smenes + 0.a rres fee freneser. P
. Emannennen. Pe e oname Beisans ese warmesser 01 e
11tl See Womesser O.3.
)
4 e
B6
c -C ANO Report 4
Page 7 of 9 Er.tergy Artansas. Inc.
ANO C.
_.cg Moder Tau QueNAed Trust Detad-und 2 (8000)
Tan Quanned Trust Pertern of Rev.
Line Revenue Eammg Transmr Mgmt.
Not Decomm.
to Cont. to 94 o Year
__ Ramt. (1l Rae (2)
To Trust 131 Eamegs [4]
Fee (5)
Addamns 161 Expend. (7) Sanance 18)
TO Trust [9]
1 8egemmg Saeence 113.138 I
2 1999 3.756 7.24 %
3.272 8458 111 11.619 0
124.757 67.36 %
3 2000 3.865 7.33 %
3.367 9.436 120 12.683 0
137.440 67.36 %
f 4
2001 3.967 7.10 %
3,455 10.054 123 13.380 0
150.820 87.36 %
i 5
2002 4.076 7.10%
3.550 11.024 140 14,435 0
165.254 67.36 %
6 2003 4.181 4 97%
3.642 11.546 151 15,337 0
180.591 87.36 %
7 2004 4.290 6.88 %
3.737 12.767 163 16,341 0
196.932 87.36 %
8 2005 4 408 6.93 %
3.838 14.017 175 17.680 0
214.812 87.38 %
9 2006 4.527 8.93 %
3.943 15.267 189 19,021 0
233.633 87.36 %
10 2007 4.651 6 82 %
4.051 18.587 203 20.435 0
254.068 87.36 %
11 2008 4.774 6.91%
4.159 18.003 219 21.943 0
278.011 87.36 %
i 12 2009 4,902 6.89 %
4.270 19.492 236 23.526 0
299.537 87.36 %
13 2010 5,041 8.92 %
4.391 21.238 254 25.376 0
324.913 87.36 %
l 14 2011 5.184 '
8 92 %
4.515 23.029 273 27.271 0
352.184 87.36 %
.5 2012 5.330 6 92 %
4.643 24.953 2)#4 29.302 0
381.486 87.36 %
ii 2013 5.481 8.92 %
4.774 27.021 317 31.478 0
412.964 87.36 %
17 2014 5.635 6 60 %
4.908 28.254 341 32.821 0
445.785 67.36 %
18 2015 5.792 8.22 %
5.045 28.316 365 32.998 0
478.781 87.36 %
19 2018 5.954 5.75 %
5.186 28.075 389 32.872 0
511.s52 87.36 %
20 2017 8,119 5.28 %
5.330 27.513 414 32.429 0
544.082 87.36 %
21 2018 8.285 4 97 %
5.474 27.513 438 32.549 0
576.631 87.38 %
22 2019 0
4.78 %
0 27.892 460 27.433 38.857 565.207 0.00 %
23 2020 0
4.78 %
0 27.340 451 26.889 108.703 483.392 0.00 %
)
24 2021 0
4.78 %
0 23.382 389 22.993 113.979 302.407 0.00 %
{
25 2022 0
4.78 %
0 18.981 320 19,8st 120.617 290.450 0.00 %
26 2023 0
4.78 %
0 14.049 143 13.807 124.712 179.545 0 00 %
27 2024 0
4.78 %
0 8.585 159 8,526 79.033 100.037 0.00 %
28 2025 0
4.78 %
0 5.274 105 5.169 53.514 60.992 0.00%
29 2028 0
4.79 %
0 2.936 89 2.867 83.559 0
0.00 %
Notes:
(1) See Wortpaper 8.5.
[2] Protected Aner Tas Earmngs Rmes. See Wortpaper C 1.
[3] Revenue Requemment * (1 Sed Dost Rae)
- Qualifymg Percomage. See Workpaper B.9 for 8ed Dett Rate.
[4] Pnor Year Salence Compounded Serruennusey At Cunent Year Eammg Rete + 1/2 Curmnt Year Transfer
- Cunent Year Eammg Rate.
[5] Calculated on evenage beience according to the schedulee m Wortpaper 8.9 rnultipNed by (1.TQ Fund Ten Rate). See Wortpaper 8.9.
[6l Trenster + Eemmes Management Fee.
[7] Assurnes that secomrmamoneg esponditures are made at year end and that the Tax Quadined Trust Basence win be drown down last.
See Wortpaper B.8 for the total.
[8] PNor Year Salence + Net Additsons.Decommissummg Expenditures. For Segenmg Balance see Wortpaper C.4.
[9] See Workpaper D.3.
B7
-C ANO Report Page 8 of 9 Entergy Arkansas, Inc.
ANO Decommissioning Model CPIU and Decommissioning Expenditures
($000)
Decommissioning Expenditures Cumulative Estimate [4]
Escalated (5)
Line Cumulative Nuclear Cost No Year CPlU [1]
CPIU [2]
Escalator [3]
Unit 1 Unit 2 Unit 1 Unit 2 1
1997 1.023 N/A 1.000 0
0 0
0 2
1998 1.017 N/A 1.017 0
0 0
0 3
1999 1.028 1.000 1.045 0
0 0
0 4
2000 1.029 1.029 1.075 0
0 0
0 5
2001 1.026 1.056 1.103 0
0 0
0 6
2002 1.027 1.085 1.133 0
0 0
0 7
2003 1.026 1.113 1.162 0
0 0
0 8
2004 1.026 1.142 1.192 0
0 0
0 9
2005 1.027 1.173 1.224 0
0 0
0 10 2006 1.027 1.205 1.257 0
0 0
0 11 2007 1.027 1.238 1.291 0
0 0
0 12 2008 1.027 1.271 1.326 0
0 0
0 13 2009 1.027 1.305 1.362 0
0 0
0 14 2010 1.028 1.342 1.400 0
0 0
0 15 2011 1.028 1.380 1.439 0
0 0
0 16 2012 1.028 1.419 1.479 0
0 0
0 17 2013 1.028 1.459 1.520 0
0 0
0 18 2014 1.028 1.500 1.563 13,374 0
20,904 0
19 2015 1.028 1.542 1.607 23,253 0
37,368 0
20 2016 1.028 1.585 1.652 69.573 0
114,935 0
21 2017 1.028 1.629 1.698 75,754 0
128.630 0
22 2018 1.027 1.673 1.744 75,931, 6,028 132,431 10,513 23 2019 1.027 1.718 1.791 32.057 50,794 57,414 10.972 24 2020 1.027 1.764 1.839 24,406 59,110 44,883 10J 703 1
25 2021 1.027 1.811 1.888 23,173 60,370 43,751 113,979 26 2022 1.027 1.860 1.939 22,736 62,206 44,085 120.617 27 2023 1.027 1.910 1.991 21,689 62.638 43,183 124,712 28 2024 1.027 1.961 2.045 24,517 38.647 50,137 79,033 29 2025 1.027 2.014 2.103 11,961 25,483 25,118 53.514 30 2026 1.027 2.068 2.156 0
29,480 0
63,559 Total Decommissioning Expenditures 418,428 394,756 742,837 765.603 Notes:
[1] See Workpaper C.50 & C.51 for CPlu thru 2017. For 2018-2026 CPlU is an average of the 19 years from 1998-2017 which is consistent with the eamings projections. CPIU is projected by WEFA (second quarter 1998).
[2] Cumulative CPIU from 1999 (Revision Year). Cumulative CPIU (Prior Year)
- CPlU (Current year).
{3] Cumulative CPlu from 1997 (Estimate Year). Cumulative CPIU (Prior Year)
- CPIU (Current year).
[4] Decommissioning Cost Estimate (1997 dollars) approved in Docket No. 87-166-TF. See Workpaper D.B.
[5] Decommissioning Cost Estimate
- Cumulative Nuclear Cost Escalator.
B8 i
-C Ent:rgy Arktnsas, Inc.
ANO Report ANO Decommisioning Model Page 9 of 9 Fees and Miscellaneous inpu* Data f
e Fees M1 (5000)
TQ Annual Fee 7.167 i
NTQ Annual Fee 3.584 Ar' der ($000)
Breakpoints (5000)
Basis Points Fixed (1)
Cumulative Truetoe Fees 0
5.00 3,333 2.00 1.667 1.667 6,666 1.00 0.667 2.333 20.000 0.75 1.333 3.667 j
. TQ investment Manager 0
20.00 5,333 19.00 10.'666 10.666 10,000 16.50 8.867 19.533 10,667 15.00 1,101 20.634 13,333 13.50 3.999 24.633 25.000 8.50 t 5.750 40.383 NTQ invoetment Manager 0
20.00 5,000 17.50 10.000 10.000 5,333 16.50 0.583 10.583 10.667 15.00 8.801 19.364 12,500 10.00 2.750 22.133 13,333 8.50 0.833 22.966 WHasellaneouslanut Dats i
)
l Arkansas Retsu Bad. Debt Rate [2]
0.29% Composte Tax Rate [8]
39.23 %
Revision Year [3]
1999 TQ Fund FederalTax Rate [8]
20.00 %
Cost Estimate Year [4]
1997 End Date - ANO 1 12f31/2014 Retan Allocation Factor [5]
0.8613 End Date ANO2 12/31/2018 Wholesale Allocation Factor [6]
0.1387 Nuclear Cost Escalator [7]
CPfU Notes:
[1] See Workpaper C.46 through C.49 for fee detan. Fixed adder is calculated as in the following Trustee Fee enample: 1.61I7 = 5bp * (3,333 0) /10,000.
j For balance of $25 million: Trustee Fee = 4.042 which is 3.667 + (0.75bp * (25,000-20,000)) /10,000.
j
[2] Five-year (1993 through 1997) average. See Workpaper D.4.
[3] First year showing impact of revised decommissioning revenue requirements.
[4] Year upon which the decomrnissioning cost estimate is based. See Workpaper D.8.
[5] Production demand aRocator for retail approved in Docket No. 96-360-U. See Workpaper D.7,
[6] Wholesale allocation factor equals 1 minus the Retail Allocation Factor,
[7] Nuclear Cost Escalator is based on CPlu. See Workpaper B.8.
[8] See Workpaper C.S.
B.9
. -D ANO Report Pace 1of23 SECOND AMENDMENT TO ANO-1 NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT This Second Amendment to ANO-1 Nuclear Decommissioning Trust Fund Agreement ("Second Ar.. adment") made effective as of the 15th day of December,1996 by and between Entergy Arkansas, Inc. (formerly Arkansas Power & Light Company),
(the" Grantor"), and Mellon Bank, N.A. (the " Successor Trustee").
WHEREAS, on April 14,1988, the Grantor and Worthen Bank & Trust Company, N.A. (the " Trustee") entered irito a nuclear decommissioning trust agreement (the " Agreement"), which provided for the establishment and maintenance of a nuclear decommissioning reserve fund (the " Trust Fund") to hold and invest revenues collected by the Grantor lor the decommissioning of Unit No. I of the Arkansas Nuclear One Steam Electric Generating Station (nuclear) ("ANO-1"); and WHEREAS, effective January 1,1993, the Grantor and the Successor Trustee entered into the First Amendment to ANO-1 Nuclear Decommissioning Trust Fund Agreement ("First Amendment"), which provided for removal of the Trustee, the continuance of the maintenance of the Trust Fund and the appointment of Mellon Bank, N.A. as the Successor Trustee; and WHEREAS, the Successor Trustee is a Pennsylvania banking corporation with trust powers and has full power and authority to enter into this Second Amendment; and WHEREAS, the final Treasury Regulations issued pursuant to Section 468A of the Internal Revenue Code of 1986 (the " Code") require that the Agreement be amended to contain a provision that the assets of the Trust Fund may be used only in the manner i
p -D ANO Repor, Page 2 of 23 authorized by Section 468A of the Code, and, further, that the Agreement cannot be amended to violate said Section 468 A of the Code; and WHEREAS, Arkansas Power & Light Company changed its name on April 22, 1996 to "Entergy Arkansas, Inc."
NOW, THEREFORE, the Grantor and Mellon Bank, N.A. agree as follows:
In accordance with Section X.A of the Trust Agreement, as amended by the First Amendment, the Grantor and the Successor Trustee agree to be bound by the terms of the Agreement, as amended by the First Amendment, with the following modifications:
a) A new Section II.E is added as follows:
"E. Comoliance with the Reouirements of the Code as a Nuclear Decommissioning Reserve Fund. The assets of this Trust Fund may be used only in a manner authorized by Section 468A of the Code and regulations thereunder and, further, this Agreement cannot be amended to violate Section 468A of the Code or t.ny regulations thereunder."
b) Throughout this Agreement and its amendments, any reference to i
" Arkansas Power & Light Company" be changed to "Entergy Arkansas, Inc."
IN WITNESS WHEREOF, the parties hereto have caused this Second 2
]
- -D ANO Report Pane 3 of 23 Amendment o be duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
ENTERGY ARKANSAS,INC.
MELLON BANK, N.A,
{
Grantor Successor Trustee By:
By:
Willid VM8d A-
$D. Kleckner
Title:
V. P. and/ Treasurer
Title:
Vice President Date:
/L/ 3/7/*
Date:
<2M,/9 c,
/
- b. '
'A7:,
cb fb'~
h A370FCRM s
. & sk /
-r l
3 i
p-.
-]
! -D
{
ANO Report Page 4 of 23 i
STATE OF LOUISIANA PARISH OF ORLEANS Personally came and appeared before me, the undersigned authority, in and for the jurisdiction aforesaid, William J. Regan, Jr., who acknowledged to me that he is nce President and Treasurer of Entergy Arkansas, Inc. and that he signed and delivered the i
foregoing instrument on the day and year therein mentioned as the act and deed of said
{
corporation having first been duly authorized so to do.
Given under my hand and official seal on this the Je day of Dum I
1996
/
~/h/
geg' otaryPubtfVy
- My Commission Expires:
e Mu Dt4 m
/
COMMONWEALTH OF PENNSYLVANIA COUNTY OF ALLEGHENY Personally came and appeared before me, the undersigned authority, in and for the jurisdiction aforesaid, Earl G. Kleckner, who acknowledged to me that he is Vice President of Mellon Bank, N.A. and that he signed and delivered the foregoing instrument of the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
Given under my hand and official seal on this the lo* day of Dece-six 1996.
LL W Notary Public Notarial
)
Deniso A. Funrer.Sest Notary Pubrte Pinsburgh. A:!chony Cour,1 My Commission Exp, ires:
My Commission Expires Dec. 2.y1998 1
i 4
-D ANO Report FIRST AMENDMENT TO ANO-1 NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT This First Amendment to ANO-1 Nuclear Decommissioning Trust Fund Agreement ("First Amendment") made effective as of the 1st day of January, 1993 by and be.wein Arkansas Power & Light Company (the " Grantor"), and Mellon Bank, N.A. (the " Successor Trustee").
WHEREAS, on April 14,1988, the Grantor and Worthen Bank & Trust Company, N.A. (the " Trustee") entered into a nuclear decommissioning trust agreement (the " Agreement"), which provided for the establishment and maintenance cf a nuclear decommissioning reserve fund (the " Trust Fund") to hold and invest revenues collected by the Grantor for the decommissioning of Unit No.
1 of the Arkansas Nuclear One Steam Electric Generating Station (nuclear) ("ANO-1"); and i
WHEREAS, the Grantor wishes (1) to remove the Trustee, (2) to i
continue to maintain the Trust Fund and (3) to appoint Mellon Bank, N.A. as Successor Trustee; and WHEREAS, Mellon Bank, N.A. is a Pennsylvania banking corporation with trust powers and has full power and authority to enter into this First Amendment; and i
WHEREAS, Mellon Bank, N.A. is willing to serve as Successor Trustee on the terms and conditions herein set forth:
NOW, THEREFORE, the Gr ntor and Mellon Bank, N.A. agree as follows:
/
1.
In accordance with section IX.A of the Trust Agreement, as amended by the First Amendment, the Grantor hereby appoints Mellon Bank, N.A. as Successor Trustee of the Trust Fund, and Mellon Bank, N.A. hereby accepts such appointment.
-D ANO Report Page 6 of 23 2.
" Successor Trustee" shall mean Mellon Bank, N.A. and any successor thereto.
]
3.
The Grantor and the Successor Trustee agree to be bound by the terms of the Agreement, with the following modifications:
Section ll.A of the Agreement is hereby amended by replacing a.
4
" Trustee" with " Successor Trustee".
b.
Section ll.C of the Agreement is hereby amended to provide as follows:
"The Grantor shall direct the Trustee to transfer the Trust Fund to the Successor Trustee.
The Grantor shall make monthly contributions to the Trust Fund on or before the tenth day of each calendar month to include all revenues billed under Rider M-26, or its successor, from customers during the second preceding calendar month, not of uncollectible accounts and any applicable taxes. Such monthly contributions shall not exceed the amounts allowed to be paid into the Trust Fund by the IRS Fund Regulations. The initial Contribution together with the additional monthly Contributions which the Grantor shall hereafter pay to the Trust Fund, with all proceeds, earnings and profits thereon, less distributions made by the Successor Trustee pursuant to this Agreement, shall be held in trust so as to fulfill the terms rst this, Agreement and shall constitute the Trust Fund. The Successor Trustee shall not be responsible nor shall it undertake any responsibility to verify the amounts of revenues in respect of Decommissioning Costs collected by the Grantor, or the adequacy of Contributions, nor shall the i
Successor Trustee have any duty to collect from the Grantor any payments necessary to discharge the liability of the Grantor for the decommissioning of ANO-1. However, the Successor Trustee shall acknowledge receipt of all Contributions in written
{
receipt documents delivered to the Grantor, as and when j
Contributions are made."
Section ll.D of the Agreement is hereby amended by replacing c.
" Trustee" with " Successor Trustee".
2
-D ANO Report Page 7 of 23 d.
Section Ill.A of the Agreement is hereby amended by restating the first sentence to provide as follows:
"The Grantor reserves the continuing right and power, by instrument exequted by the Grantor and delivered to the Successor Trustee, to revoke this Trust Agreement in whole or in part, or to alter or amend any term or provision of this Agreement in any way, except that the Grantor shall have no power to diminish unilaterally the compensation of the Successor Trustee or to increase the duties or obligations of the Successor Trustee without the Successor Trustee's prior written consent."
Sections Ill.B, Ill.C, IV, V.B, V.C, V.D, VI, and Vil of the i
e.
Agreement are hereby amended by replacing " Trustee" with
" Successor Trustee".
f.
Sections Vill, IX, and X of the Agreement are hereby restated and amended to be titled Sections IX, X, and XI, respectively.
1 A new Section Vill is to be inserted and provide as follows:
" Vill, indemnification of Trustee A.
Indemnitv. The Grantor hereby releases and agrees to indemnify, protect, save and keep harmless the Successor Trustee, and the successors, -assigns, legal representatives, agents and employees of the Successor i
Trustee, from and against any and all liabilities, obligations, losses, damages, claims, expenses, including attorneys' fees, and any other personal liability of any i
nature in connection with any act or omission made in good faith in the administration of this Agreement and/or in making payments in accordance with an Engineer's Certificate issued pursuant to this Agreement, except that this release and indemnity shall not apply to acts or omissions which constitute negligence or willful misconduct and which are in violation of the Successor Trustee's obligations and duties under this Agreement.
B.
Duration. The indemnities contained in this Section Vill shall survive the termination of this Agreement."
h.
Sections X.A, X.C and X.D of the Agreement, as amended by this First Amendment, are hereby further amended by replacing " Trustee" with " Successor Trustee" and by replacing 3
-D ANO Report Page 8 of 23
" successor Trustee" with " successor to the Successor Trustee".
i.
Sections IX, X.E, and XI.B, of the Agreement, as amended by this First Amendment, are hereby further amended by replacing
" Trustee" with " Successor Trustee".
j.
Section XI.C of the Agreement, as amended by this First Amendment, is hereby further amended to provide as follows:
"Unless otherwise expressly specified or permitted by the terms hereof, all nc9ces.shall be in writing and shall be duly given if mailed by first-class mail, postage prepaid and (i) if to the Successor Trustee addressed to it at Mellon Bank, One Mellon Bank Center, Room 3346, Pittsburgh, Pennsylvania 15258-0001, Attention: Earl G. Kleckner, (ii) if to the Grantor addressed to it at P.O. Box 61000, New Orleans, Louisiana 70161, Attention: Steven C. McNeal, or (iii) any other address subsequently specified in writing by either party to the other."
k.
Section XI.G of the Agreement, as amended by this First Amendment, is hereby further amended by replacing " Trustee" with " Successor Trustee".
i 1.
Section XI.I of the Agreement, as amended by this First Amendment, is hereby further amended by replacing j
" Arkansas" with " Pennsylvania."
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
ARKANSAS POWER & LIGHT COMPANY MELLON BANK, N.A.
Grantor Successor Trustee By:
M ai, By:
n s
~
c.. -
D PRESl0ENT
Title:
Treasurer
Title:
Date:
I1 IT 33-Date:
[
' !b -
nib e\\_w
_. j 4
-D ANO Report Page 9 of 23
. STATE OF bru shaA COldNTY OF _ be
[jgdh I
Personally came and appeared before e, the undqer ' ned ruthority, in l
and for the jurisdiction aforesaid,
(
.7Tuac-r t-x u_
who acknowledged to me that he is 7a m e of Arkansas Power & Light Company and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
Given under my hand and officiai seal on this the Q4C day of
,1992.
NOTARY POBdC My Commission Expires:
- lO STATE OF A
COUNTY OF hlI cM t
I
/
in and for the jurisdiction aforesaid, Personally came and appear to r)4c.ed
,who acknowledged to me that he is t hes. P r.w.owf of Mellon Bank, N.A. and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
Given under my hand and official seal on this the kA day of Ihte.une
,1992.
Om NOTARY PUBLIC NetanalSeal My Commission Expires:
D^.fM@f My Connsson Egres Dec.3.1994 Mem*..%.prama Awruwviof tenanes 5
Attachment t-D ANO Report Page 10 of 23 SECOND AMENDMENT TO ANO-2 NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT This Second Amendment to ANO-2 Nuclear Decommissioning Tmst Fund Agreement ("Second Amendment") made effective as of the 15th day of December,1996 by and between Entergy Arkansas, Inc. (formerly Arkansas Power & Light Company),
(the" Grantor"), and Mellon Bank, N.A. (the " Successor Tmstee").
l WHEREAS, on April 14,1988, the Grantor and Simmons First National Bank of Pine Bluff, Arkansas (the " Trustee") entered into a nuclear decommissioning tmst agreement (the " Agreement"), which provided for the establishment and maintenance of a nuclear decommissioning reserve fund (the " Trust Fund") to hold and invest revenues collected by the Grantor for the decommissioning of Unit No. 2 of the Arkansas Nuclear One Steam Electric Generating Station (nuclear) ("ANO-2"); and WHEREAS, effective January 1,1993, the Grantor and the Successor Trustee entered into the First Amendment to ANO-2 Nuclear Decommissioning Trust Fund Agreement ("First Amendment"), which provided for removal of the Trustee, the continuance of the maintenance of the Trust Fund and the appointment of Mellon Bank, i
N A as the Successor Trustee; and WHEREAS, the Successor Trustee is a Pennsylvania banking corporation with trust powers and has full power and authority to enter into this Second Amendment; and WHEREAS, the final Treasury Regulations issued pursuant to Section 468A of the Internal Revenue Code of 1986 (the " Code") require that the Agreement be amended to contain a provision that the assets of the Trust Fund may be used only in the manner
-D ANO Report Page 11 of 23 authorized by Section 468A of the Code, and, further, that the Agreement cannot be amended to violate said Section 468A of the Code; and WHEREAS, Arkansas Power & Light Company changed its name on April 22, 1996 to "Entergy Arkansas, Inc."
NOW, THEREFORE, the Grantor and Mellon Bank, N.A. agree as follows:
In accordance with Section X.A of the Trust Agreement, as amended by the First Amendment, the Grantor and the Successor Trustee agree to be bound by the terms of the Agreement, as amended by the First Amendment, with the following modifications:
a) A new Section II.E is added as fo!!ows:
"E. Comoliance with the Reouirements of the Code as a Nuclear Decommissioning Reserve Fund. The assets of this Trust Fund may be used only in a manner authorized by Section 468A of the Code and regulations thereunder and, further, this Agreement cannot be amended to violate Section 468A of the Code or any regulations thereunder."
b) Throughout this Agreement and its amendments, any reference to
)
" Arkansas Power & Light Company" be changed to "Entergy Arkansas, Inc."
IN WITNESS WHEREOF, the parties hereto have caused this Second 2
_ -D ANO Report Page 12 of 23 Amendment to be duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
ENTERGY ARKANSAS, INC.
MELLON BANK, N. A.
Grantor Successor Trustee
/
G fi By:
or e, ~
By:
' Wdliam J. Rffe din, fr.'
'Earf. Kleckner
Title:
V. P. and Tre==urer
Title:
ice President Date:
/2-/
4 Date: rLfIo f %
)
D
/' f[' kU; ROVED
. or O'
//
AsTO FORM
\\
(dvM
?_
3
7; n D ANO Report Page 13 of 23
' STATE OF LOUISIANA PARISH OF ORLEANS' Personally came and appeared before me, the undersigned authority, in and for the jurisdiction aforesaid, William J. Regan, Jr., who acknowledged to me that he is Vice President and Treasurer ofEntergy Arkansas, Inc. and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation having first been duly authorized so to do.
Given under my hand and official seal on this the jgq day of druMe',e 1996 r.:,;.
,'s
<LALJ ' _ ' '. '
"'f Medy Notary Public{'g),).l'!
.,t My Commission Expires:
9,trN COMMONWEALTH OF PENNSYLVANIA COUNTY OF ALLEGHENY Personally came and appeared before me, the undersigned authority, in and for the jurisdiction aforesaid, Earl G. Kleckner, who acknowledged to me that he is Vice President ofMellon Bank, N.A. and that he signed and delivered the foregoing instrument of the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
Given under my hand and official seal on this the l# ay of Decesca.
d 1996.
Notary Public Nctarial Seat Denise A. Fuhrer. Notary Public
/
Pittsbu
. My cornrn,.rgh. Allegheny C,,ounty.,one,p,,,,o,3,,,,,
My Commission Expiresi 6 +n::ct. f-sansykanah d 4
- -D ANO Report Pace 14 of 23 FIRST AMENDMENT TO ANO-2 NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT This First Amendment to ANO-2 Nuclear Decommissioning Trust Fund Agreement ("First Amendment") made effective as of the 1st day of January, 1993 by and between Arkansas Power & Light Company (the " Grantor"), and i
Mellon Bank, N.A. (the " Successor Trustee").
WHEREAS, on April 14, 1988, the Grantor and S:
t.is First Natiunal Bank of Pine Bluff, Arkansas (the " Trustee") entered into a nuclear decommissioning trust agreement (the " Agreement"), which provided for the establishment and maintenance of a nuclear decommissioning reserve fund (the
" Trust Fund") to hold and invest revenues collected by the Grantor for the decommissioning of Unit No. 2 of the Arkansas Nuclear One Steam Electric Generating Station (nuclear) ("ANO-2"); and WHEREAS, the Grantor wishes (1) to remove the Trustee, (2) to continue to maintain,the Trust Fund and (3) to appoint Mellon Bank, N.A. as Successor Trustee; and WHEREAS, Mellon Bank, N.A. is a Pennsylvania banking corporation with trust powers and has full power and authority to enter into this First AmenGdtent; and WHEREAS, Mellon Bank, N.A. is willing to serve as Successor Trustee on the terms and conditions herein set forth; NOW, THEREFORE, the Grantor and Mellon Bank, N.A. agree as follows:
i 1.
In accordance with section IX.A of the Trust Agreement, as amended by the First Amendment, the Grantor hereby appoints Mellon Bank, N.A. as Successor Trustee of the Trust Fund, and Mellon Bank, N.A. nereby accepts such appointment.
4
-D ANO Report Page 15 of 23 2.
" Successor Trustee" shall mean Mellon Bank, N.A. and any successor thereto.
3.
'The Graater and the Successor Trustee agree to be bound by the terms of the Agreement, with the following modifications:
Section ll.A cf the Agreement is hereby amended by replacing a.
" Trustee" with " Successor Trustee".
b.
Secuon ll.C of the Agreement is hereby amended to provide as follows:
"The Grantor shall direct the Trustee to transfer the Trust Fund to the Successor Trustee.
The Grantor shall make monthly contributions to the Trust Fund on or before the tenth day of each calendar month to include all revenues billed under Rider M-26, or its successor, from customers during the second preceding ca.endar month, net of uncollectible accounts and any applicable taxes. Such monthly contributions shall not exceed the amounts allowed to be paid into the Trust Fund by the IRS Fund Regulations. The initial Contribution together with the additional monthly Contributions which the Grantor shall hereafter pay to the Trust Fund, with all proceeds, earnings and i
profits thereon, les: distributions made by the Successor Trustee pursuant to this Agreement, shall be held in trust so as to fulfill the terms of this Agreement and shall constitute the Trust Fund. The Successor Trustee shall not be responsible nor shall it undertake any responsibility to verify the amounts of revenues in respect of Decommissioning Costs collected by the Grantor, or the adequacy of Contributions, nor shall tho Successor Trustee have any duty to collect from the Grantor any payments necessary to discharge the liability of the Grantor for the decommissioning of ANO-2. However, the Successor Trustee shall acknowledge receipt of all Contributions in written receipt documents delivered to the Grantor, as and when Contributioris are made."
bection ll.D of the Agreement is hereby amended by replacing c.
" Trustee" with " Successor Trustee",
d.
Section Ill.A of the Agreement is hereby amended by restating the first sentence to provide as follows:
2
r Attachment cD ANO Report Page 16 of 23 "The Grantor reserves the continuing right and power, by instrument executed by the Grantor and delivered to the Successor Trustee, to revoke this Trust Agreement in whole or in part, or to alter or amend any term or provision of this Agreement in any way, except that the Grantor shall have no power to diminish unilaterally the compensation of the Successor Trustee or to increase the duties or obligations of the Successor Trustee without the Successor Trustee's prior l
wntten consent."
Sections 111.8, Ill.C, IV, V.B, V.C, V.D, VI, and Vil of the e.
Agreement are hereby amended by replacing " Trustee" with
" Successor Trustee".
f.
Sections Vill, IX, and X of the Agreement are hereby restated and amended to be titled Sections IX, X, and XI, respectively.
A new Section Vill is to be inserted and provide as follows:
" Vill. Indemnification of Trustee A.
Indemnitv. The Grantor hereby releases and agrees to indemnify, protect, save and keep harmless the Successor Trustee, and the successors, assigns, legal representatives, agents and employees of the Successor Trustee, from and against any 'and all liabilities, obligations, losses, damages, claims, expenses, including attorneys' fees, and any other 7ersonal liability of any nature in connection with ant,ct or omission made in good faith in the administration of this Agreement and/or in making payments in accordance with an Engineer's Certif;cate issued pursuant to this Agreement, except that this release and indemnity shall not apply to acts or omissions which constitute negligence or willful misconduct and which are in violation of the Successor Trustee's obligations and duties under this Agreement.
B.
Duration. The indemnities contained in this Section Vill shall survive the termination of this Agreement."
h.
Sections X.A, X.C and X.D of the Agreement, as amended by this First Amendment, are hereby further amended by replacing " Trustee" with " Successor Trustee" and by replacing
" successor Trustee" with " successor to the Successor Trustee".
3
-D ANO Report Page 17 of 23 i.
Sections IX, X.E, and XI.8, of the Agreement, as amended by this First Amendmer
.e hereby further amended by replacing
" Trustee" with " Successor Trustoe".
j.
Section XI.C of the Agreement, as amende 1 by this First Amendment, is hereby further amended to provi as follows:
"Usiless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be duly given if mailed by first-class mail, postage prepaid and (i) if to the Successor Trustee addressed to it at Mellon Bank, One Mellon Bank Center, Room 3346, Pittsburgh, Pennsylvania 15258-0001, Attention: Earl G.
Kleckner, (ii) if to the Grantor addressed to it at P.O. Box 61000, New Orleans, Louisiana 70161, Attention: Steven C. McNeal, or (iii) any other address subsequently specified in writing by either party to the other."
k.
Section XI.G of the Agreement, as amended by this First Amendment, is hereby further amended by replacing " Trustee" with " Successor Trustee".
l.
Section XI.I of the Agreement, as amended by this First Amendment, is hereby further amended by replacing
" Arkansas" with " Pennsylvania."
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
ARKANSAS POWER & LIGHT COMPANY MELLON BANK, N.A.
l Grantor Success Truste By:
By:
y
Title:
Treasurer
Title:
[2 !I5 /72.
Date:
Date:
IE'lb-N
/Jf. 2.;.Q "3
.:.in 3
g H
- J 4
-D ANO Repon Pace 18 of 23 STATE OF - bAcwa TY OF btwi w
Personally came and appeared befor me, the unAsigned authority, in d
and for the jurisdiction aforesaid,
, Frw r hw
, who acknowledged to me that he is t teuu of Arkansas Power & Light Company and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
iven under my hand and official seal on t, 's the /
day of (GhD //
,1992.
b, 8 NOTARY 10EILIC 7 8
My Ccm-ission Expires:
O STATE OF f4 CDUNTY 3F Allt9hent Personally came and appeared before me, the undersigned authority, in and for the jurisdiction aforesaid, 2,c sao rat >m s who acknowledged to me that he is unce Fr_(sipr#
of Mellon Bank, N.A. and that he signed and delivered the foregoing instrument j
on the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
bmWGiven under my hand and official seal on this the /t day of
,1992.
t 1L-4 NOTARY PUBLIC My Commission Expires:
Dif"d LT My Corrmsson Egwas Dec.3.1994 hh.Pannsywana A-mm at rtense i
5
, -D ANO Report Page 19 of 23 j
FIRST AMENDMENT TO ANO NUCLEAR QECOMMISSIONING NON-TAX QUALIFIED TRUST FUND AGREEMENT This First Amendment to ANO Nuclear Decommissioning Non-Tax Qualified Trust Fund Agreement ("First Amendment") made effective as of the 1st day of January,1993 by and between Arkansas Power & Light Company (the
" Grantor"), and Mellon Bank, N.A. (the " Successor Trustee").
WHEREAS, on May 10,1988, the Grantor and Union National Bank (the " Trustee") entered into a nuclear decommissioning trust agreement (the
" Agreement"), which provided for the establishment and maintenance of a non-tax qualified nuclear decommissioning reserve fund (the " Trust Fund") to hold and invest revenues collec'ted by the Grantor for the decommissioning of the Unit No.
1 and Unit No. 2 of the Arkansas Nuclear One Steam Electric Generating Station (nuclear) ("ANO"); and WHEREAS, the Grantor wishes (1) to remove the Trustee, (2) to continue to maintain the Trust Fund and (3) to appoint Mellon Bank, N.A. as Successor Trustee; and WHEREAS, Mellon Bank, N.A. is a Pennsylvania banking corporation with trust powers and has full power and authority to enter into this First Amendment; and WHEREAS, Mellon Bank, N.A. is willing to serve as Successor Trustee on the terms and conditions herein set forth; NOW, THEREFORE, the Grantor and Mellon Bank, N.A. agree as follows:
1.
In accordance with section IX.A of the Trust Agreement, as amended by the First Amendment, the Grantor hereby appoints Mellon Bank, N.A. as Successor Trustee of the Trust Fund, and Mellon Bank, N.A. hereby accepts such appointment.
-D ANO Report Pace 20 of 23 2.
" Successor Trustee" shall mean Mellon Bank, N.A. an. any successor thereto.
3.
The Grantor and the Successor Trustee agree to be bound by the terms of the Agreement, with the following modifications:
Section ll.A of the Agreement is hereby amended by replacing a.
" Trustee" with " Successor Trustee".
b.
Section ll.C of the Agreement is hereby amended to provide as follows:
"The Grantor shall direct the Trustee to transfer the Trust Fund to the Successor Trustee. The Grantor m_ay make contributions to the Trust Fund at any time it collects funds which do not qualify for inclusion in Grantor's tax qualified trusts. The initial Contribution together with the additional monthly Contributions which the Grantor shall hereafter pay to the Trust Fund, with all proceeds, earnings and profits thereon, less distributions made by the Successor Trustee pursuant to this Agreement, shall be held in trust so as to fulfill the terms of this Agreement and shall constitute the Trust Fund. The Successor Trustee shall not be responsible nor shall it undertake any responsibility to verify the amounts of revenues in respect of Decommissioning Costs collected by the Grantor, or the adequacy of Contributions, nor shall the Successor Trustee have any duty to collect from the Grantor any payments necessary to discharge the liability of the Grantor for the decommissioning of ANO. Howevert, the Successo Trustec shall acknowledge receipt of all Contributions in written receipt documents delivered to the Grantor, as and when Contributions are made."
Section Ill.A of the Agreement is hereby amended by restating c.
the first sentence to provide as follows:
"The Grantor reserves the continuing right and power, by instrument executed by the Grantor and delivered to the Successor Trustee, to revoke this Trust Agreement in whole or in part, or to alter or amend any term or provision of this Agreement in any way, except that the Grantor shall have no power to diminish unilaterally the compensation of the Successor Trustee or to increase the duties or obligations of 2
i
.D ANO Report Pace 21 of 23 the Successor Trustee without the Successor Trustee's prior written consent."
d.
Sections 111.8, lit.C, IV, V.B. V.C, V.D, VI, and Vil of the Agreement are hereby amended by replacing " Trustee" with
" Successor Trustee".
Sections Vi!!, IX, and X of the Agreement are hereby restated e.
and amended to be titled Sections IX, X, and XI, respectively.
A new Section Vill is to be inserted and provide as follows:
" Vill. Indemnification of Trustee A.
Indemnitv. The Grantor hereby releases and agrees to indemnify, protect, save and keep harmless the Successor Trustee, and the successors, assigns, legal representatives, agents and employees of the Successor Trustee, from and against any and all liabilities, obligations, losses, damages, claims, expenses, including attorneys' fees, and any other personal liability of any nature in connection with any act or omission made in good faith in the administration of this, Agreement and/or in making payments in accordance with an Engineer's Certificate issued pursuant to this Agreement, except that this release and indemnity shall not apply to acts or omissions which constitute negligence or willful misconduct and which are in violation of the Successor Trustee's obligations and duties under this Agreement.
i B.
Duration The indemnities contained in this Section Vill shall survive the termination of this Agreement."
f.
Sections X.A, X.C and X.D of the Agreement, as amended by this First Amendment, are hereby further amended by replacing " Trustee" with " Successor Trustee" and by replacing
" successor Trustee" with " successor to the Successor Trustee".
g.
Sections IX, X.E, and Xi.B, of the Agreement, as amended by j
this First Amendment, are hereby further amended by replacing
" Trustee" with " Successor Trustee".
h.
Section XI.C of the Agreement, as amended by this First Amendment, is hereby further amended to provide as follows:
3
-D ANO Report Page 22 of 23 "Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be duly given if mailed by first-class mail, postage prepaid and (i) if to the Successor Trustee addressed to it at Mellon Bank, One Mellon Bank Center, P.oom 3346, Pittsburgh, Pennsylvania 15258-0001, Attention: Earl G. Kleckner, (ii) if to the Grantor addressed to it at P.O. Box 61000, New Orleans, Louisiana 70161, Attention: Steven C. McNeal, or (iii) any other address subsequently specified in writing by either party to the other."
i.
Section XI.G of the Agreement, as amended by this First Amendment, is hereby further amended by replacing " Trustee" with " Successor Trustee".
J.
Section XI.I of the Agreement, as amended by this First Amendment, is hereby further amended by replacing
" Arkansas" with " Pennsylvania."
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
ARKANSAS POW 5ER & LIGHT COMPANY MELLON BAf4K, N.A.
Grantor Succes r Truste By:
[
N By: N F\\
~
VICEPRESIDENT
Title:
Treasurer
Title:
IO I E !TI Date:
I
~I 1
Date:
yhNb k,*g,j,
APPROVED
':1 ftFwu u' r
4
i
-' -D ANO Report Page 23 of 23 STATE OF bs,%4
UiyTV OF brume sa Personally came and appeared be fore me, th ndersigned authority, in and for the jurisdiction aforesaid, L.97Lett$-r t
,who acknowledged to me that he is teducen of Arkansas Power & Light Company and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
Onb/,Given under my hand and official seal on this the Iday
,1992.
L NOTARY PUB'LfC N
My Commission Expires:
STATE OF A-COUNTY OF bbm
/
Personally came and appeared bgore me, the undersigned authority, in and for the jurisdiction aforesaid Kowo 7/> si r
,who acknowledged to me that he is U tC tr (4r.5c,oc~ 7' of Mellon Bank, N.A. and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
Given under my hand and official seal on this the S day of dan,1992.
~
0
^
NOTARY PUBLIC My Commission Expires:
Mi UN My Convnessen F.rp's Dac. 3.1994 w,Pgare Assmann d tcanos 5
l GGNS RDport Report on Status of Decommissioning Funding RMtuired by 10 CFR 60.76(f)(1) l March 31,1999 GgLnd Gulf Nuclear Sigiqa l
MLnimum Reportina RC.....;4. as per 10 CFR 60,7)[f)(1L
- 1. Decommissioning funds estimated pursuant to 10 CFR 50.75(b) and (c) (19985):
System Energy Resources, Inc. (" System Energy") 90% ownership / leasehold interest:
505.350.090 '
South Mississipol Electric Power Association ("SMEPA") 10% ownership interest:
56.150,010 '
Total 561,500Q
- 2. Ma'ket value of funds accumulated as of December 31,1998:
r System Energy 90% ownership / leasehold interest:
114,074,137 8
SMEPA 10% ownership interest:
9,666.000 8
Total 123,740,137
- 3. Current schedule of annual amounts remaining to be collected:
System Energy 90% ownership / leasehold interest:
See Attachment 2 C SMEPA 10% ownership interest:
See Attetment 2-D
- 4. Assumed rate of decommissioning cost escalation used in funding projections (Attachment 2-C):
System Energy 90% ownership / leasehold interest:
5.50 %
SMEPA 10% ownership interest:
4.00 %
- 5. Assumed average after-tax rates of eamings used in funding projections:
System Energy 90% ownership /leasehom interest:
See Attachment 2-C SMEPA 10% ownership interest:
See Attachment 2-D
~ 6. Assumed rates of other factors used in funding projections:
System Energy 90% ownership / leasehold interest:
See Attachment 2-C SMEPA 10% ownership interest:
See Attachment 2-D 1
7, Contracts assuring collection of decommissioning funds:
See Attachment 2-G
- 8. Modifications to method of providing financial assurance since July 24,1990 filing (external sinking fund):
None
- 9. Material changes to trust agreements since July 24,1990 filing:
See Attachment 2-E System Energy 90% ownership / leasehold interest:
See Attachment 2-E SMEPA 10% ownership interest:
See Attachment 2-F
- r.
GGNS RIport Report on Status of Decommissioning Funding Required by 10 CFR 50.75(f)(1)
March 31,1999 Grand Gulf N_us_ lear _Sjation Sr_ _/: Information:
- 1. Sete-Specific cost estunate escalated to 1998 (1993 Base Year Dollars):
System Energy 90% ownership / leasehold interest:
NRC License Termination Cost-S 425,860,116 s Non-NRC License Termination Cost:
52,297,973 8
Total 478.158,089
\\
SMEPA 10% ownership interest:
NRC License Termination Cost:
44,048,270 8
Non-NRC License Termination Cost:
5,409,371 8
Total 49,457,641
- 2. Decommissioning method assumed for planning pu poses in site-specific estimate:
DECON
- 3. Year site-specific estimate complete:
1994
- 4. Frequency of updates (approximately):
once every 5 years
- 5. Funding based on NRC minimum or site-specific estimate?;
Site-specife
- 6. Decommissioning rate regulation:
System Energy 90% ownershipheasehold interest (Federal Energy Regulatory Commission):
100 %
SMEPA 10% ownership interest (Rural Utilities Service):
100 %
' See Attachment 2-A for calculaten.
8 Source: December 31,1998 Grand Gulf Trust Fund Reports.
8 See Attachment 2-B for calculatons. Also see footnotes 3 and 4 to Attachment 2-A for information on the generic baseline cost estimate using the waste vendor disposal factor (Bamwell).
I l
1
)
Attachm:nt 2-A CGNS R: port GRAND GULF NUCLEAR STATION j
CALCULATION OF MINIMUM AMOUNT AS PER 10CFR 50.75 (b) AND (c)
Determination of Minimum Amount System Energy Resources, Inc.: 90% ownership / leasehold interest South Mississippi Electric Power Association ("SMEPA"): 10% ownership interest.
Plant Location: Port Gibson, Mississippi Reactor Type: Boiling Water Reactor ("BWR")
Power Level: >3,400 MWt.
J 1986 BWR Base Year $: $135,000,000 j
Labor Region: South Waste Burial Facility: Barnwell, South Carolina 10CFR50.75(c)(2) Escalation Factor Formula:
0.65(L) + 0.13(E) + 0.22(B) j Factor L= Labor 1.56 '
E= Energy (BWR) 0.59 '
B= Waste Burial (BWR) 13.948 :
BWR Escalation Factor:
)
0.65(1.56) + 0.13(.59) + 0.22(13.948) =
4.15926 1986 BWR Base Year $ Escalated:
$135,000,000
- 4.15926 =
l $ 561,500,100 l 3
System Energy interest (90%):
$ 505,350,090 SMEPA Interest (10%)
$ 56,150.010
- Total
$ 561,500,100
' Source: Utility Decommissioning Tax Group, Annual NRC Certification Update (February 1999).
2 Barnwell direct disposal factor from Table 2.1 of " Report on Waste Burial Charges " NUREG 1307, Revision 8 (December 1998).
s Application of the 6.968 waste vendor disposal factor (Bamwell) from Table 2.1 of " Report on Waste Burial Charges,"
NUREG 1307 Revision 8 (December 1998) yields a generic baseline cost of $318,774,690.
- Application of the 6.968 waste vendor disposal factor (Barnwell) from Table 2.1 of " Report on Waste Burial Charges,"
NUREG 1307 Revision 8 (December 1998) yields a generic baseline cost of $35.419,410.
AttachmInt 2-0 GGNS Rip 2rt GRAND GULF NUCLEAR STATION CALCULATION OF SITE-SPECIFIC COST ESTIMATE ESCALATED TO 1998 DOLLARS Site-Soecific Cost Estimate (1993$)
System Energy SMEPA Total (90% interest) '
(10% interest) 2 Estimate Site-Specific Cost Estimate (1993$):
NRC License Termination Cost:
325,840,205
$ 36,204,467
$ 362,044,672 Non-NRC License Termination Cost 40,014,976 4,446,108 44,461,084 Total Site-Specific Cost Estimate:
365,855,180
$ 40,650,576
$ 406,505,756 Annual Escalation Factor 5.50% '
4.00 %
2 Ynrs of Escalation (1993 Base Year to 1998):
5 5
Cumulative Factor (1 + Factor)^*:
1.31 1.22 Site-Specific Cost Estimate (19988)
NRC License Termination Cost
- Cumulative Factor 425,860,116
$ 44,048,270
$ 469,908,386 Non-NRC License Termination Cost
- Cumulative Factor 52,297.973 5,409,371 57,707,343 Total Site-Specific Cost Estimate:
l$
478.158,089 l l$
49,457,641 l l$ 527.615,730 l j
i
)
' Funding amounts (Attachment 2-C) based on site-specific cost estimate in 1993$ and 5.50% annual escalation rate and are subject to refund pending final FERC Order in Docket No ER95-1042-000 (case filed May 1995).
i
- Funding amounts (Attachment 2-D) based on site-specific cost estimate in 1993$ and 4.0% annual escalation rate.
. Levoked Revenue Requrements SERI Echabet_(RKG 7)
- Diversined Investments Page tof 6 i
Systern Energy Resources, Inc.
G'and Gulf Decamenenine Model -C
"*'*""' "7 S" GGNS Report g
Page1of6
(
Decomrrussioning Fund Balances Revenue Recurements c -, e.,e Leassa voroon Line vwnso LeeBoo now an ian ean ian No Year Porton (1] Porton [1]
Total QuaMed (2]
QuaMed (3)
QuaMed (4)
QuaMed (5]
Total 1
W T T T
J5.J32 105 T
4J.423 1
2 1996 16.308 1 83(
18.944 915 55.468 151 9.436 65.970 J
lyyt 15.J05
.5 p3 15.944 1.210 73.53I 199 12.744 59.990 4
1998 6
18.944 1.525 97.681 250 16.291 115.747 3
1999 15.305 2.5J5 15.944 1.55/
121.24J JUD 20.117 143.5JZ 6
2000 16.308 2.836 18.944 2.233 146.656 364 24.241 173.494 7
2001 15.305 2.5J5 15.944 2.522 17J.943 42/
25.559 205.551 8
2002 16.308 2.636 18.944 3.035 203.004 494 33.394 239.987 3
4UUJ 15.JU5 2.5J5 15.944 J.4 75 234.355 D53 J5.4 / /
275.90 0 10 2004 16.308 2.636 18.944 3.948 267.879 641 43.911 316.379 11 4WD 15,305 2.535 15.944 4.449 JUJ.732 T22 45.731 JD5.554 12 2006 16.308 2.636 18 944 4.982 342.140 806 55.960 403.890 13 4WUI 16.305 2,535 15.944 5,333 353.497 500 52.570 432.520 14 2008 16.308 2.636 18.944 6.161 427.044 998 69.866 504.869 13 duvy 15 J05 2.5J5 15.944 5.509 473.455 1.103 77.395 550~997 16 2010 16.308 2.636 18.944 7.498 526.486 1.214 85.871 621.069 1/
Zun 15.JU5 2.535 15.944 5.223 550./54 1.J32 34.551 553.g22 18 2012 16.300 2.636 18.944 8.995 638,725 1.456 104.061 753.257 19 ZU1J 15.305 2.535 15.944 9.504 700.234 1.357 114.054 523.709 20 2014 16.308 2.636 18 944 10.600 767.942 1.731 125.047 905.416 21 ZU15 15.J05 1.337 17.545 11.405 540.50s 1.545 133.732 v59.tv3 22 2016 16.308 0
16.308 12.163 918.988 1.968 145.604 1.078.723 23
'fU17 15.305 0
15.JU5 12.570 1.002.559 2.095 135.195 1,1/4.1 JJ 24 2010 16.308 0
16.308 13.831 1.092.867 2.237 167.561 1.276.496 23 20)9 15.JU5 0
15.J05 14./JD 1,157.943 2.J53 179.325 1.354.391 26 2070 16.308 0
16.308 15.652 1.285.747 2.531 191.740 1.495.670 ZI 2021 15.305 0
15.305 15.b/5 1.J55.5 74 2.551 204.110 1.509.D43 28 2022 9.513 0
9.513 0
1.460.043 0
213.866 1.673.929
- " 29 ~
du4J Q
U U
U 1,455.109 0
213JJ5 1.572.544 30 2024 0
0 0
0 1.208.397 0
188.728 1.477.125 31 duz3 Q
D U
U 1.U94.924 0
150.359 1.255.J13 32 2026 0
0 0
0 873.324 0
127.931 1.001.255 JJ 4U4I U
U D
D 523.5EJ U
U1.J59 (13.052 34 2028 0
0 0
0 346.427 0
50.759 397,186 J3 4W43 0
0 0
0 152.041 0
ZJ,745 153.T5/
36 2030 0
0 0
0 11.383 0
1.671 13.054 JI ZUJ1 0
0 D
U Q
U Q
U j
J M
- 1) The annust Revenue Requirements are chopr. so that ther respective decommisesoning fund betences are zero in the last year of decommessening The 1995 amounts ars 5 eionths actual and 4 months estunated. Anal year (2022 and 2015) amounts are throu9h July.
- 2) See Pa9e 2.
- 3) See Page 3.
- 4) See Page 4.
- 5) See Page 5.
I I
I I
I
e LoveHzed Revenue Requirements SERF *xhibit_(RKG-7)
. Diversi6ed investnents Page i of 6 -C System Energy Resources inc.
Grand Gulf Decommissmng Model GGNS Report Non-Tax Quahned Trust - Owned Portion Page 2 of 6 (5000)
Non-Tax Quall6ed Trust Line Revenue tarning Iransfer Mgmt.
Net Recomm.
Qualifymg No Year Ramt. [1] Rate (2) To Trust (3) Earnings [4] Fee (5) Additions (61 Expend. [7] Balance (8)
Percent T seginrung ualance 455 2
1995 8.517 5.65 %
122 31 1
152 0
638 98.57 %
3 1995 15.305 5.90 %
Z33 45 1
277 0
915 95.57 %
4 1997 16.308 5.97 %
233 62 1
294 0
1.210 98.57 %
5 1995 15.305 5.23 %
Z33 54 Z
315 0
1.525 95.57C 6
1999 16.308 6.62 %
233 110 2
342 0
1.867 98.57 %
7 2000 15.305 5.71 %
233 1J5 Z
355 0
2.233 95.57%
f 8
2001 16.308 6.64 %
233 158 3
389 0
2.622 98.57 %
9 2002 15.305 5.59%
233 153 3
413 0
3.035 95.57 %
10 2003 16.308 6.64 %
233 2t3 3
442 0
3.478 98.57%
11 2004 15.305 5.50 %
233 241 4
470 0
3.945 95.57%
i 12 2005 16.308 6.60 %
233 273 4
501 0
4.449 98.57 %
13 2005 15.305 0.57 %
23J J05 5
534 0
4.952 95.57%
14 2007 16.308 6.61 %
233 342 5
570 0
5.553 98.57 %
15 2005 15.305 5.51 %
Z3J 351 0
505 0
5.151 95.57 %
16 2009 18.308 6.61 %
233 422 7
648 0
6.809 98.57 %
17 2010 15.305 5.55 %
233 45J 7
559 0
7.495 95.57 %
18 2011 16.308 6 49 %
233 502 8
727 0
8.225 98.57 %
19 2012 15.305 5.4J%
Z33 545 9
759 0
5.995 95.57%
20 2013 16.308 6.33 %
233 586 9
810 0
9.804 98.57 %
~21 2014 15.305 5.5J%
233 559 10 5s1 0
10.595 95.57 %
22 2015 1-8.308 6.63 %
0 721 11 710 0
11.406 100.00 %
Z3 2015 15.305 5.53 %
0 759 12 757 0
12.15J 100.00 %
24 2017 18.308 6.63%
0 820 12 807 0
12.970 100.00 %
i 25 2015 15,305 5.53 %
0 574 13 551 0
13.531 100.00 %
J 26 2019 16.308 6.53 %
0 918 14 904 0
14.735 100.00 %
- 4 27 4ueu 15.305 5.23%
0 932 15 917 0
15.55Z 100.00 %
28 2021 16.308 5.93 %
0 942 16 926 0
16.578 100.00 %
29 dv44 9513 5.53 %
0 945 17 930 17,507 0
100.00 %
30 2023 0
0.00 %
0 0
0 0
0 0
0.00 %
g 31 20Z4 0
0.00 %
0 0
0 0
0 0
0.00 %
32 2025 0
0.00 %
0 0
0 0
0 0
0.00%
33 ZUZ5 0
0.00 %
0 0
0 0
0 0
0.00 %
34 2027 0
0 00 %
0 0
0 0
0 0
0.00 %
35 2025 0
0.00 %
0 0
0 0
0 0
0.W 36 2029 0
0.00 %
0 0
0 0
0 0
0.00 %
37 Z030 0
0.00 %
0 0
0 0
0 0
0.00 %
38 2031 0
0.00 %
0 0
0 0
0 0
0.00 %
N91st
- 1) See Page 1.
- 2) Projected aftere a rate.
- 3) Revenue Recur mt t1 - Qualifying Percentage),
- 4) Prior Year Batam compounded Semiannually At Current Year Eammg Rate +
% Current Year T:. sfer
- Current Year Eaming Rate.
- 5) Calculated in acconiance with fee schedules for investment manager and trustee fees and appilcable tax rates.
- 6) Transfer + Earnogs Management Fee.
L
- 7) Assumes that decommissionmg expenditures are made at year end and that the Non-Tax Qualrhed Balance will be drawn down Arst.
- 8) Prlor Year Balance + Net Additions Decommissioning Expenditures. Note that the Non Tax Qualified Balance.t utilized to pay decommissionog costs before the Tax Quahfled Balance, which results in the fund's liquidation in the Srst year of decommissioning (2022).
I I
~
.Levelized Revenue Requirements SERI Exhibit.,,._(RKG-7)
.Diversined Investments Page 3 of 6 Attachme'it SC System Energy Resources, Inc.
Grand Gulf Decomrnessioning Model CChS Report Tax Quali6ed Trust-Owned Portion Page 3 of 6
'(5000)
/$
Tax Quali6ed Trust Line Revenue Eaming Iransfer Mgmt.
Net Recomm.
QualiQy No Year Ramt. [1]
Rate [2] To Trust [3] Eamings [4} Fee ($1 Additions (6] Expend. [7] Balance {8]
Percent 1
Sogantwng t5atance 25,920 2
1995 8,517 6.87 %
8.396 2.100 63 10.432 0
36.352 98.57 %
3 1995 15.305 5.94 %
15,075 J,124 54 19,115 0
55,455 95.57 %
4 1997 16,308 6.83 %
16.075 4,402 108 20,369 0
75,837 98.57 %
5 1995 15,305 5.93 %
15.075 5,904 135 21,544 0
97,551 95.57 %
6 1999 16.308 7.12 %
16,075 7,651 164 23.562 0
121.243 98.57 %
{
7 2000
~T5,305 7.25 %
15,075 9,532 195 25,413 0
145.555 95.57 %
s 8
2001 16.308 7.27%
16.075 11.440 228 27.287 0
173,943 98.57 %
S 4Uuz 15,305 7,19%
15.075 13,309 253 29,121 0
203,054 95.57 %
10 2003 16,301 7.24 %
16.075 15.550 301 31,324 0
234.388 98.57 %
11 2004 15,305 7.20%
15,075 17,755 342 33,491 0
257,579 95.57%
12 2005 16.308 7.13%
16.075 20.185 386 35.874 303,752 98.57 %
13 2005 15,305 7.17%
15,075 ZZ,745 433 35,355 0
342,140 95.57 %
14 R007 16.308 7.23 %
16,075 25,765 483 41,357 0
383.497 98.57 %
15 Z005 15,305 7.23 %
15.075 25.509 337 44,347 0
427,544 95.57%
i
-16 2009 16.308 7.25%
16,075 32,164 595 47.644 0
475,488 98.57 %
)
17 2010 15,305 7.23%
15.075 35.550 557 50,995 0
525,455 95.57 %
18 2011 16.308 7,16 %
16.075 38.947 724 54,298 0
580.784 98.57 %
19 2012 15.305 7.12 %
15.075 42,550 794 57,941 0
535,725 95.57 %
20 2013 16.308 7.04 %
16.075 46.323 870 61,529 0
700,254 98.57%
71 2014 15,305 7.29%
15.075 32.555 951 57,559 0
757,942 95.57%
22 2015 16.308 7.29%
16,308 57,598 1,040 72.866 0
840,809 100.00 %
23 J015 15,305 7.29 %
15,305 53,005 1,135 75,150 0
915,955 100.00 %
24 2017 16,308 7.29 %
16,308 68.810 1.237 83,881 0
1,002.869 100.00 %
25 2015 15.305 7,29 %
15.305 75,035 1,347 59.991 0
1,09Z.567 100.00 %
26 2019 16.308 7.16 %
16.308 80,234 1.464 95,079 0
1,187.945 100.00 %
I 27 ZOZO 15,305 5.53%
15.305 5J,079 1.555 97,50Z 0
1,255,747 100.00 %
28 2021 16,308 6.49%
16.308 85.328 1,710 99.927 0
1,385.674 100.00 %
29 su44 9,513 5.15 %
9,513 55,955 1,532 94,545 20.277 1,450,043 100.00 %
30 2023 0
5.83 %
0 86.361 1,920 84,441 85.375 1.459.109 100.00 %
31 2024 0
5.57 %
0 53,904 1,917 51,957 25Z,599 1,255,397 100.00 %
32 2025 0
5.67 %
0 74,088 1,696 72,392 265.864 1,094,924 100.00 %
33 2025 0
5.57%
0 52,952 1,445 51,517 253,117 573,324 100.00%
34 2027 0
5.67 %
0 50.219' 1,158 49.061 298.693 623.693 100.00 %
a5 20z5 0
5.57%
0 a5555 534 35,030 312.295 345,427 100.00 %
36 2029 0
5.67%
0 19,921 475 19,446 203,831 162,041 100.00 %
37 2030 0
5.57%
0 9.315 ZJ5 9,05Z 159,740 11,353 100.00 %
38 2031 0
5.67 %
0 655 35 620 12,003 0
100.00 %
1
{
Notes:
- 1) See Page 1.
- 2) Projected after-tax eming rate.
j
- 3) Revenue Requirement
- Qualifying Percentage.
- 4) Prior Year Batence Compounded Semiannually At Current Year Eaming Rate +
% Current Year Transfer
- Current Year Eaming Rate.
I
- 5) Calculated in accredsnce with fee schedules for investment manager and trustee fees and applicable tax rates.
- 6) Transfer + Ear ~ a Management Fee.
j
- 7) Assumes that smmissioning expenditures are made at year end and that the Non-Tax Qualified Balance will be drawn down Hrst.
- 8) Prior Year Balance + tiet Additions. Decummissioning Expenditures.
l
= Love 8 ed Rowenue Requirements SERI Exhitnt_(RKG-7)
- Divorni8ed inweetments Page 4 of 6 l -C System Energy Resources. Inc.
Grand Gulf C+ _
..,Model GGNS Report i
Non-Tax QuaH8ed Trust -. Leased Portson Page 4 of 6
($000)
Non-Tax Quah8ed Trust Line Revenue tw..
h.
...u Not UeComm.
Quakfymg No Year Rgmt. [1] Rate [2] To Trust (3) Eamings (4] Fee [5] Additens (6] Expend. [7] Balance (8]
Percent 1
M 51 2
1995 1.421 5.65 %
20-5 0
25 0
106 98.57 %
3 1W55 z,5J5 5.UU%
35 7
0 45 0
151 95.57 %
4 1997 2.636 5.97 %
38 10 0
48 0
199 98.57 %
5 ive5 z 535 5.zJ%
J5 14 0
31 0
z50 35.57 %
j 6
1999 2.836 8.62 %
38 18 1
55 0
305 98.57 %
i I
7 evuv z.5J5 5.71 %
35 22 1
59 0
J54 35.57 %
'a 3
2001 2.636 '
6.64 %
38 26 1
63 0
427 98.57 %
v evud z 535 5.59 %
J5 30 1
57 0
494 W5.57%
10 2003 2.638 8.64%
38 35 1
71 0
565 98.57 %
I 11 2004 z.535 5.50 %
35 39 1
75 0
541 55.57 %
{
12 2005 2.636 6.60%
38 44 1
81 0
722 98.57 %
j 13 euvo z.535 5.57%
35 49 1
55 0
505 95.57 %
i 14 2007 2.636 6.81 %
38 56 1
92 0
900 - 98.57 %
15 svun z 535 5.51 %
J5 Dz 1
95 0
995 95.57C 16 2009 2.636 8.61 %
38 68 1
105 0
1.103 98.57 %
17 z010 z.5J5 e.35%
35 75 1
111 0
1,z14 35.57 %
18 2011 2.836 6.49%
38 81
'2 117 0
1.332 98.57 %
19 zU12 z.5J5 5.4J%
35 55 z
124 0
1.455 95.57 %
20 2013 2.636 6.33 %
38 95 2
131 0
1.587 98.57%
i 21 zU14 z.5J5 5.53 %
35 105 z
144 0
1.731 95.57 %
22 2015 1.537 6.63%
0 117 2
115 0
1.846 100.00 %
zJ z015 0
5.53%
0 124 z
122 0
1.s55 100.00%
24 2017 0
6.63%
0 133 2
130 0
2.098 100.00 %
25 zu5 0
5.5J%
0 141 2
139 0
a.za7 100.00%
26 2019 0
6 53 %
0 148 3
146 0
2.383 100.00 %
z7 eveu Q
5.z3%
0 151 3
145 0
z.531 100.00 %
28 2021 0
5.93%
0 152 3
150 0
2.681 100.00 %
f zu sua4 D
5.5J%
0 153 J
150 z 5J1 0
100.00%
0.00 %
0 0
0 0
0 0
0.00%
J1 zUz4 0
U.UU%
0 0
0 D
U U
U.UU%
32 2025 0
0.00%
0 0
0 0
0 0
0.00%
JJ suse D
U.UU%
0 0
0 0
0 0
0.00%
34 2027 0
0.00 %
0 0
0 0
0 0
0.00%
35 duas D
U.UU%
D D
U U
U U
U.UU%
)
36 2029 0
0.00 %
0 0
0 0
0 0
0.00 %
I T
evav U
U.UU%
0 0
0 o
o D
U.UU%
38 2031 0
0.00%
0 0
0 0
0 0
0.00 %
tm8s; I
- 1) See Page 1.
- 2) Propected aner-tas caming role.
- 3) Revenue Requirement * (1 - Qualifying Percentage).
- 4) Prior Year Bolence Compounded L.._. ; At Current Year Esming Rate +
% Current Year Transfer
- Current Year Eaming Rete.
1
- 5) eaNated in accordance with fee seedules for investment manager and trustee fees and applicable tax rates.
- 6) Transfer + Eamings - Management Fee.
I
- 7) Assumes that :
-., expendHures are made at year end and that the Non-Tax Quellflod Balance will be j
drovm down 8rst.
.l
- 8) Prior Year Belance + Not Additions Decommisser%g Expenditures. Note that the Non-Tax Quaufled Balance is 3
utiNzad to pay docc.c. - E r., costs thefore the Tax Queelled Ba:ance, which results in the fund's hquidation in the first year of _M
., (2022).
I ig.
l 1
il a Levelized Revenue Requirements 4
+ Diversified investments SERI Exhibit,,,_(RKG.7)
Page 5 of 6 1 -C System Energy Resources, ine-Grand Gulf Decommissioning Model GGNS Report Tax Quell 8ed Trust-Lassed Portion PaEe 5 of 6
($000)
Tax Qualdled Trust une Revenue Ta'mmg Transier a,,wi not uuawrying No Year Ramt. (1)
Rate [2] To Trust (3) Emmings[4] Fee (5) Additions [6] Expend. [7] Balance [8]
Percent 1
W ng15alance
~
4.5/5 2
1995 1.421 6.87%
1,401 368 20 1,749 0
6,327 98.57 % -
J 1995 Z,5J5 5.94 %
Z,595 537 25 3.105 0
9,435 95.57%
4 1997 2.636 6.83 %
2,598 744 34 3.309 0
12,744 98.57 %
5 1995 23u 5.9J%
Z,595 959 39 3.547 0
15.Z91 95.5(%
6 1999 2.636 7.12%
2.598 1.273 46 3.825 0
20.117 98.57 %
7 evuv Z,535 LZ5%
Z,595 1,579 5Z 4,125 0
24,241 95.57 %
8 2001 2.636 7.27%
2.598
' 1.889
$9 4.428 0
28,669 98.57 %
9 4vud.
2.535 7.19%
Z,595 Z,19Z 55 4,725
'3 33,394 95.5 T%
10 2003 2.636 7.24 %
2,598 2.556 71 5.063 0
38.477 98.57 %
11 2004 Z,535 7.20 %
Z,595 Z.914 75 5,434 0
43,911 95.57 %
12 2005 2.636 7.19%
2,598 3.307 85 5.821 0
49.731 98.57 %
13 evuo Z.535 7.17 %
Z,595 3.TZ3 UZ 5.225 0 ~ 55,950 95.57 %
I' 14 2007 2.636 7.23 %
2.596 4.213 100 6.710 0
62,670 98.57 %
in
~.-
2,535 T.ZJW Z. "
4, TUT 109 7.195 0
59.555 95.57%
16 2009 2.636 7.25 %
2,598 5.251 119 7,731 0
77,596 98.57 %
17 2010 2,535 7.23%
Z.595 5.505 129 5.Z75 0
55,571 95J,7%
l 18 2011 2.636 7.16 %
2.598 6.351 140 8.810 0
94.681 98.57 %
]
19 2012 2.535 7.12 %
- 2. 595 5.954 151 9,401 0
104.051 95.57%
20 2013 2.636 7.04 %
2,598 7.548 163 9.982 0
114,064 98.57 %
Z1 2014 2.505 7.29 %
Z,595 5.551 1T5 10.953 0
125,047 95.57 %
i 22 2015 1.537 7.29 %
1.537 9,338 190 10.685 0
135,732 100.00 %
23 2015 0
7.29%
0 10.075 203 9,572 0
145,504 100.UU%
24 2017 0
7.29 %
0 10.806 216 10.592 0
156.196 100.00%
~2b 2015 0
7.29%
0 11.594 Z30 11,354 0
157,551 100.UUw 26 401s 0
7.16 %
0 12.212 245 11.968 0
179.528 100.00 %
27 ev4u D
5.53 %
0 12.471 250 12,Z11 0
191,740 100.UU%
_28 2021 0
6.49%
0 12,646 275 12,371 0
204.110 100.00 %
29 eu" 0
5.15 %
0 12 T57 291 12,475 Z,700 213.555 100.UU%
30 2023 0
5.83 %
0 12.651 304 12,348 12.499 213,735 100.00%
31 2024 0
5.57%
D 12.Z91 J03 11,957 J5,994 155,725 100.UU%
32 2025 0
5.67%
0 10.053 271 10.582 38,921 160.389 100.00 %
33 sw4n 0
5.57%
D 9,223 Z34 5,959 41,447 127,931 100.UU%
34 2027 0
5.67%
0 7,357 192 7.165 43,727 91.369 100.00 %
J5 m?n 0
5.5 /w 0
5.ZP4 144 5,110 45,719 50.759 100.00%
36 2029 0
5.67%
0 2.919 92 2.827 29.840 23.746 100.00 %
37 4v,n 0
5.57%
D
. 1.355 55 1,309 Z3,355 1,571 100.00%
36 2031 0
5.67 %
0 96 10 86 1,757 0
100.00 %
HQl8L I,
- 1) See Page 1.
- 2) Prosocied ener-tax eaming rate.
- 3) Revenue Requirement
- Qua5fying Percentage,
- 4) Prior Year Balance Compounded SemiannuaNy At Current Year Eaming Rate +
l M Current Year Transfer
- Current Year Eaming Rate.
5
- 5) Calculated in accordance with fee schedules for investment manager and trustee fees and applicable tax rates.
~
- 6) Transfer + Emmings - Management Fee.
- 7) Assumes that decommissioning expenditures are made at year end and that the Non-Tax Qualified Balance vclG be drew'1 down first.
- 8) Prior Year Balance + Not Additions. Decommissioning Expend 4ures.
. Leveilmed Mwenue Requirements SERI Exhibit _(RKG-7)
- Diverpred Investments Page 6 of 6 l -C System Energy Resources, Inc.
GGNS Report 1.
N" Page 6 of 6 I
C+1,,
- 1,v Expendtures
($000)
Line Cumulseve Nucieer Decommessoning Expenditures No Year Cost Escalator [1] esamoso (21 ne.ru Porton p] t = - 2tal uwnea 15]
Leessa [5]
1 ivs3 1.000 0
0 0
0 g
2 1994 1.055 0
0 0
0 0
3 1995 1.113 0
0 0
0
'T 4
1996 1.174 0
0 0
0 0
5 1997 1.239 0
0 0
o o
6 1998 1.307 0
0 0
0 0
7 1999 1.37W 0
0 0
0 0
8 2000 1.455 0
0 0
0 0
W 2001 1.535 0
0 0
0 0
10 2002 1.619-0 0
0 0
0 11 dwJ 1,7U5 0
0 0
0 0
12 2004 1.802 0
0 0
0 0
13 ZUU5 1.901 0
0 0
0 0
14 2006 2.006 0-0 0
0 0
j 15 4Uut Z.115 0
0 g
o 0
16 2008 2.232 0
0 0
0 0
17 ewv 2.355 0
0 o
0 0
18 2010 2.465 0
0 0
0 0
19 aall Z.522 0
0 0
0 0
20 2012 2.766 0
0 0
0 0
21 2013 Z.s15 0
0' o
o o
22 2014 3.078 0
0 0
0 0
23 2015 3.247 0
0 0
0 0
24 2016 3.426 0
0 0
0 e0 25 2017 3.514 0
0 0
0 0
26 2018 3.813 0
0 0
0 0
27 2019 4.UZ3 0
0 9
0 0
28 2020 4.244 0
0 0
0 0
29 ZUZ1 4.477 0
0 0
0 0
30 2022 4.723 10,190 9,171 43,315 37,784 5.531 31 duda 4.553 Z1,524 19,542 97,574 55,379 12,499 32 2024 5.257 61,229 55.106 289,693 252,699 36,904 33 4U43 0.545 51,052 54,955 304,755 250,554 35,921 34 2026 5.851 61,635 55,472 324,564 283,117 41,447 35 duet 5.173 51,534 55,471 34Z,420 Z35,593 43,727 36 2028 6.513 61,077 54.989 358,015 312,296 45,719 37 4v43 5.571 37.757 34,005 233,571 203,531 23,540 38 2030 7.249 28.069 25,262 183,125 159,740 23,365 39 ZUJ1 7.545 1,W99 1,779 13,750 12,003 1,757 406,506 365,855 2,147,907 1,873,618 274,289 blDIAS.
- 1) Cumuleuve Nuclear Cost Escalator et 5.5% per year.
- 2) Decommissionin9 Cost Estimate (1993 doners).
- 3) Decommissioning Cost Estrnate
- SER1 Shere (90%).
- 4) SERI Portion
- Cumulative Nucieer Cost Escalator.
- 5) Escalated Cost
- Oumed Percentage (67.23%).
- 6) Escalated Cost
- Lassed Percentage (12.77%).
i
03/24/99 13:04 96012612351 SMEFA - H' BURG
@ 002
,, -D GGDecomNRCb GGNS Report 3-24-99 PageIofI SMEPA'S EXTERNALTRUST FOR GRAND GULF DECOMMISSIONING
$ in 000s ESTIMATE USING 10% EARNINNGS RATE Proforma Plan SMEPA's End of Year Current Current 10% Liability Cumulative Year Year Value Escalated Ygg yg[yg Contrib'n Emminas Chance gif,3(g 1993 40.651 1994 42,277 1995 Actual balance shown for 43,966 1996 end of year 1998.
46,727 1997 47,556 1998 9,666 0
NA 9,666 49,458 1999 10.633 0
967 967 51,436 2000 12,295 571 1,092 1,663 53,494 2001 14,125 571 1,258 1,829 55,634 2002 16,137 571 1,441 2,012 57,859 2003 18,350 571 1,642 2,213 60,173 2004 20,784 571 1,864 2,435 62,580 2005 23,462 571 2,107 2,678 65,084 2006 26,408 571 2,375 2.946 67,687 2007 29,648 571 2,669 3,240 70,394 2008 33,213 571 2.993 3,564 73,210 2009 37,134 571 3,350 3,921 76,139 2010 41,446 571 3,742 4,313 79,184 2011 46,191 571 4,173 4,744 82,351 2012 51,409 571 4,648 5,219 85,646 2013 57,150 571 5,169 5,740 89,071 2014 63,464 571 5,744 6,315 92,634 2015 70,410 571 6,375 6,946 96,340 2016 78,051 571 7,070 7,641 100,193 j
i 2017 86,455 571 7,834 8,405 104.201 2018 95,700 571 8,674 9,245 108,369 2019 105,870 571 9,599 10,170 112,704 3
2020 117,057 571 10,616 11,187 117,212 2021 129,362 571 11,734 12,305 121,900 2022 142,898 El 12.96.5 13336 126,776 13,133 120,099 142,898 Note: The 1993 beginning liability of $40,651,000 is based on an updated study of cost to decommission fumished by August 3,1994 letter from ENTERGY.
The 10% earnings rate is net of trustee fees, transaction costs, etc.
No income taxes are required or assumed.
The $439,000 annual contribution rate was revised to $571,000 starting in 1995.
~ -E GGNS Report Pace 1 of15 FOURTH AMENDMENT TO MASTER NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT This Founh Amendment to Master Decommissioning Tmst Fund Agreement (" Fourth Amendment") made effective as of the etM day of)ecenleC 1 and between System Energy Resources, Inc., (the " Grantor"), and Mellon Bank, N
" Successor Tmstee").
k WHEREAS, by letter dated July 14,1987 in Docket No. ER82-616-031, the Federal Energy Regulatory Commission ("FERC") accepted for filing and made effective as of September 21,1987, a nuclear decommissioning trust fund agreeme "1987 Agreement") between the Grantor and The Bank of New York (the " Trustee"), a being in compliance with Opinion No. 234 in Docket No. ER82-616-000 dated June 13 1985, and the Order issued on December 19,1986, in Docket No. ER82-616-029; and WHEREAS, pursuant to such FERC acceptance, the Grantor and the Trustee, then known as Irving Tmst Company, entered into the 1987 Agreement, which provided for the accumulation of funds.,llected by the Grantor for payment of the expenses of decommissioning w. aspect to the 90 percent undivided ownership interest then held by the Grantor in Unit No. I of the Grand Gulf Electric Generating Station (nuclear)(" Grand Gulf 1"); and WHEREAS, by letter dated September 16,1991, in Docket No.
ER89-679-000, the FERC accepted for filing and made effectivt as of September 16,
o -E GGNS Report Page 2 of 15 1991, the first amendment to the 1987 Agreement (the "First Amendment") between the Grantor and the Trustee; and WHEREAS, pursuant to such FERC acceptance, the Grantor and the Trustee entered into the First Amendment, which, following the Grantor's sale and leaseback of portions ofits ownership interest in Grand Gulf I on December 28,1988, amended and restated the 1987 Agreement to establish a Master Trust to continue to provide for the administration and further accumulation of monies in the qualified nuclear i
decommissioning fund previously established pursuant to the 1987 Ageement and to i
create an additional nonqualified nuclear decommissioning fund; and WHEREAS, by letter dated November 30,1992, in Docket No.
ER93-23-000, the FERC accepted for filing and made effective, the second amendment to the 1987 Agreement (the "Second Amendment") between the Grantor and the Mellon Bank, N.A. (the " Successor Trustee").
WHEREAS, pursuant to such FERC acceptance, the Grantor and the i
Successor Trustee entered into the Second Amendment, which was made effective as of January 1,1993, and amended and restated the 1987 Agreement (1) to remove the Trustee, (2) to maintain the Master Trust for investment of the assets of the qualified and nonqualified nuclear decommissioning funds established pur' uant to the 1987 Agreement s
and the First Amendment, and (3) to appoint Mellon Bank, N.A. as the Successor Trustee.
2
-E GGNS Report Page 3 of 15 WHEREAS, by letter dated September 26,1996, in Docket No.
ER95-1042-002, the FERC accepted for filing and made effective, the third amendment to the 1987 Agreement (the " Third Amendment") between the Grantor and the Successor Trustee.
WHEREAS, pursuant to such FERC acceptance, the Grantor and the 1
Successor Tmstee entered into the Third Amendment, which was made effective as of October 1,1996, and amended and restated Section IV.B., the permitted investments provision of the 1987 Agreement to allow any investment allowed by Section 468A of the Internal Revenue Code,26 U.S.C. Q 468A(e) (1988 & Supp. IV 1992);
WHEREAS, the Grantor wishes to amend Section II.G., the restricted use of funds provision, and Section X.A., the amendments provision, to make such provisions consistent with the Regulations of the Internal Revenue Service, 26 C.F.R.
1.468A-5(a)(4)(1996);
NOW, THEREFORE, in accordance with section X.A of the First, Second and Third Amendment, the Grantor and Successor Trustee agree as follows:
i I
1.
Section I.C of the First, Second and Third Amendment is hereby amended
. to provide as follows:
"' Agreement shall mean the 1987 Agreement between Grantor and Tmstee, as amended and restated by the First Amendm' nt, the Second Amendment, e
the Third Amendment, and this Fourth Amendment and as the same may from time to time be further amended, modified, or supplemented."
2.
Section II.G. Restricted Use of Funds. the First, Second and Third Amendment is hereby amended by replacing the phrase "Section II.A above" in the first
)
3 l
E GONS Report Pace 4 of15 sentence with "Section II.A. above and authorized by Code Section 468A and the IRS Fund Regulations".
3.
Section X.A. Amendments. the First, Second and Third Amendment is hereby amended by replacing the phrase "not inconsistent with IRS Fund Regulations." in the first sentence with "not inconsistent with Code Section 468A or IRS Fund Regulations. This Agreement shall not be amended so as to violate Code Section 468A or IRS Fund Regulations."
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
}
SYSTEM ENERGY RESOURCES, INC.
MELLON BANK, N.A.
Grantor Successor Trustee By:
By:
Title:
h hiih.Et's / FrSrv
Title:
EstTA. Kleckner Date:
/ 2J3/M Date:
RiW/Fpycient 4
-E 1
GGNS Report Pace 5 of 15 STATE OF LOUISIANA l
l PARISH OF ORLEANS On this 8today of bee 1996, before me, the undersigned notary public, duly commissioned and qualified in and for the aforesaidjurisdiction, personally came and appeared William J. Regan, Jr., who being first duly sworn, deposed and said that appearer is the Vice President and Treasurer of System Energy Resources, Inc., that appearer executed and delivered the above and foregoing Fourth Amendment to Master I
Nuclear Decommissioning Tmst Fund Agreement as the true act and deed of said corporation, and that appearer was duly authorized to do so by the board of directors of said corporation.
24 6 OTARY PUB C[
/
)
COMMONWEALTH OF PENNSYLVANIA i
COUNTY OF ALLEGHENY On this /N day of dedek.1996, before me, the undersigned notary public, duly commissioned and qualified in and for the aforesaidjurisdiction, personally came and appeared Earl G. Kleckner, who being first duly sworn, deposed and said that appearer is the Vice President of Mellon Bank, N.A., a national banking association, that appearer executed and delivered the above and foregoing Fourth Amendment to Master Nuclear Decommissioning Trust Fund Agreement as the true act and deed of said national banking association, and that appearer was duly authorized to do so by the board of directors of said national bading association.
i./.
NOTARY PITRI TF m r.: sw MyC i
3 998
, -E GGNS Report Pace 6 of 15 THIRD AMENDMENT TO MASTER NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT This Third Amendment to Master Decommissioning Trust Fund Agreemen
(" Third Amendment") made effective as of the Mday of oc. fake.1996. by and between System Energy Resources. Inc.. (the " Grantor"t and Mellon Bank. N. A. (the
" Successor Trustee").
WHEREAS. by letter dated July 14.1987 in Docket No. ER82-616-031, the Federal Energy Regulatory Commission ("FERC") accepted for tiling and made effective as of September 21.1987. a nuclear decommissioning tnist fund agreement (
"1987 Agreement") between the Grantor and The Bank of New York (the " Trustee"), as being in compliance with Opinion No. 234 in Docket No. ER82-616-000 dated June 13, 1985, and the Order issued on December 19,1986, in Docket No._ ER82-616-029; and WHEREAS, pursuant to such FERC acceptance, the Grantor and the Trustee. then known as Irving Trust Company. entered into the 1987 Agreement which 1
provided for the accumulation of funds collected by the Grantor for payment of the i
expenses of decommissioning with respect to ti e 90 percent undivided ownership interest then held by the Grantor in Unit No. I of the Grand Gulf Electric Generating Station (nuclear) (" Grand Gulf 1"); and WHEREAS, by letter dued September 16.1991 in Docket No.
ER89-679-000, the FERC accepted for filing and made effective as of September 16,
e -E GGNS Report Pace 7 of 15 1991. the 6rst amendment to the 1987 Agreement (the "First Amendment") between th i
Grantor and the Trustee: and t
WHEREAS. pursuant to such FERC acceptance the Grantor and the Trustee entered into the First Amendment. which. followmg the Grantor's sale and i
. leaseback of portions ofits ownership interest in Grand Gulf I on December 28.1988.
amended and restated the 1987 Agreement to establish a Master Trust to continue to provide for the administration and further accumulation of monies in the qualified nuclear' decommissioning fund previously established pursuant to the 1987 Agreement to create an additional nonqualified nuclear decommissioning fund; and WHEREAS by letter dated November 30.1992, in Docket No.
ER93-23-000, the FERC accepted for filing and made effective. the second amendment to the 1987 Agreement (the "Second Amendment") between the Grantor and the Mellon Bank. N. A. (the " Successor Trustee").
i 1
i WHEREAS. pursuant to such FERC acceptance. the Grantor and the Successor Trustee entered into the Second Amendment. which was made effe January 1.1993. and amended and restated the 1987 Agreement (1) to remove the Trustee. (2) to maintain the Master Tmst for investment of the assets of the qualified and nonqualified nuclear decommissioning funds established pursuant to the 1987 Agreement and the First Amendment. and (3) to appoint Mellon Bank. N.A. as the Successor Trustee.
2
-.E GGNS Report Page 8 of 15 WHEREAS. the Grantor wishes to amend the permitted invesunents provision under the Master Nuclear Decommissioning Trust Fund to make sk consistent with the Internal Revenue Code. 26 l '.S.C. s 468 Ate)( 1988 & Sup and the FERC's fmal rule in Docket No. RM94-14-000 Order No. 580{
1995. and effective July 31.1995:
NOW. THEREFORE. in accordance with section' X.A of the Fir Second Amendment, the Grantor and Successor Tmstee agree as follows:
1.
Section I.C of the First and Second Amendment is hereby amended to provide as follows:
"' Agreement shall mean the 1987 Agreement between Grantor and Tmstee.
as amended and restated by the First Amendment, the Second Amendment.
and this Third Amendment. and as the same may from time to time be further amended. modified or supplemented."
2.
Section IV.B Permitted investments of the First and Second Am hereby amended to provide as follows:
striking "or" at the end of sub-paragraph (2) a.
b.
replacing the "." at the end of sub-paragraph (3) with "; or" adding the following sub-paragraph (4):
c.
"(4) Any other investment allowed by Section 468A of the Code. as amended. except that any such investment may not conflict with the restriction contained in the paragraph immediately following."
3
. -E GGNS Report Pace 9 of 15 IN W1(NESS WHEREOF. the parties hereto have caused this Third Amendment to be duly executed by t:1eir respective authorized otTicers as of the e date indicated on the first page hereof.
3 SYSTEN! ENERGY RESOURCES. INC.
MELLON BANK. N. A.
Grantor Successor Trustee By:
h;n C 'h0'7 By:
Title:
Arnrbt Treancer
Title:
.Kl _ f:3,.,'.
)
Date:
.Sh.pb 6*e 30 fl%
Date:
674-o/ /472' spwunono APPROVED
(
[M
)
LEGAL DEPAATaaENr 4
-E GGNS Report ACKNOWLEDGMENT Page 10 of 15 STATE OF LOUISIAuNA PARISH OF ORLEANS On this V day of semi.ne.1996, before me, the undersigned notary public, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared Steven C. McNeal, who being first duly sworn, deposed and said that j
appearer is the Assistant Treasurer of System Energy Resources, Inc., that appearer executed and delivered the above and foregoing Third Amendment to Master Nuclear Decommissioning Trust Fund Agreement as the true act and deed of said corporation, and that appearer was duly authorized to do so by the board of directors of said corporation.
h4$fbx
/ % rc w
/
NOTARY PUBLIC COMMONWEALTH OF PENNSYLVANIA COUNTY OF ALLEGHENY On this /" day of 6d/cb.1996, before me, the undersigned notary public, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared Earl G. Kleckner, who being first duly swom, deposed and said that appearer is the Vice President of Mellon Bank, N.A., a national banking association, that appearer executed and delivered the above and foregoing Third Amende.ent to Master Nuclear Decommissioning Trust Fund Agreement as the true act and deed of said national banking association, and that appearer was duly authorized to do so by the board of directors of said national banking association.
SU M d
NOTARY PUBLIC cewd,.$$.n,k..,F,dc !
IE 5
n,.g.......
Mt Ca -...on E < <.. C ' '
, -E GGNS Repon Pace 1 I of 15 SECOND AMENDMENT TO MASTER NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT This Second Amendment to Master Decommissioning Trust Fund Agreement ("Second Amendment") made effective as of the 1st day of January, 1993 by and between System Energy Resources, Inc., (the " Grantor"), and Mellon Bank, N.A. (the " Successor Trustee").
WHEREAS, by letter dated July 14,1987 in Docket No. ER82 616-031, the Federal Energy Regulatory Commission ("FERC") accepted for filing and made affective as of September 21, 1987 a nuclear decommissic.ning trust fund agreement (the "1987 Agreement') between the Grantor and The Bank of New York (the " Trustee"), as being in compliance with Opinion No. 234 in Docket No.
ER82-616-OOO dated June 13,1985 and the Order issued on December 19,1986 in Docket No. ER82-616-029; and WHEREAS, pursuant to such FF.RC acceptance, the Grantor and the Trustee, then known as Irving Trust Company, entered into the 1987 Agreement, which provided for the accumulation of funds collected by the Grantor for payment of the expenses of decommissioning with respect to the 90 percent undivided ownership interest then held by the Grantor in Unit No.1 of the Grand Gulf Steam Electric Generating Station (nuclear) (" Grand Gulf 1"); and WHEREAS, by letter dated September 16,1991 in Docket No. ER89-678-000, the FERC accepted for filing and made effective as of September 16, 1991 the first amendment to the 1987 Agreement (the "First Amendment")
between the Grantor and the Trustee; and WHEREAS, pursuant to such FERC acceptance,the Grantor and the Trustee entered into the First Amendmer't, which, following the Grantor's sale and leaseback of portions of its ownership interest in Grand Gulf 1 on December 28, 1988, amended and restated the 1987 Agreement to establish a Master Trust to continue to provide for the administration and further accumulation of monies in m
i -E GGNS Report Page 12 of 15 the qualified nuclear decommissioning fund previously established pursuant to the i
1987 Agreement and to create an additional nonqualified nuclear decommissioning fund; and i
WHEREAS, the Grantor wishes (1) to remove the Trustee, (2) to maintain the Master Trust for the investment of the assets of the qualified and nonqualified nuclear decommissioning funds established pursuant to the 1987 Agreement and the_ First Amendment and (3) to appoint Mellon Bank, N.A. as Successor Trustee; and WHEREAS, Mellon Bank, N.A. is a Pennsylvania banking corporation with trust powers that qualifies as a trustee pursuant to the guidelines set for I
nuclear plant decommissioning funds prescribed by the FERC in an order dated December 19,' 1986 in Docket No. ER82-616-029; and I
WHEREAS, Mellon Bank, N.A. is willing to serve as Successor Trustee to the Master Trust on the terms and conditions herein set forth; NOW, THEREFORE, the Grantor and the Successor Trustee agree as follows:
1.
In accordance with section IX.A of the First Amendment, the Grantor hereby appoints Mellon Bank, N.A. as Successor Trustee of the Master Trust, and Mellon bank, N.A. hereby accepts such appointment.
l 2.
" Successor Trustee" shall mean Mellon Bank, N.A. and any successor thereto.
3.
"First Amendment" shall mean the 1987 Agreement betweb.i the Grantor and the Trustee, as amended and restated by the First Amendment l
between the Grantor and the Trustee made effective on September 16,1991.
4.
The Grantor and the Successor Trustee agree to be bound by the terms of the First Amendment, with the following modifications:
2 l
. -E GGNS Report Page 13 ef 15 Section I.C of the First Amendment is hereby amended to a.
provide as follows:
"' Agreement' shall mean the 1987 Agreement between the Grantor and Trustee, as amended and restated by the First Amendment and as amended by this Second Amendment and as the same may from time to time be further amended, modified, or supplemented."
b.
Section ll.C. of the First Amendment is hereby amended to provide as follows:
"By execution of this Agreement and upon the terms and conditions herein set forth, Mellon Bank, N.A. accepts the appointment as Successor Trustee of this Master Trust and each of the Funds.
The Successor Trustee shall receive all assets of the Master Trust transferred to it by the Trustee or subsequent Contributions transferred to it by the Grantor and shall hold, manage, invest, reinvest and administer such Contributions,together with net earnings and appreciation thereon, pursuant to the terms of this Agreement."
Subsections D, E, F and H of section 11 of the First Amendment c.
are hereby amended by replacing " Trustee" with " Successor Trustee".
d Sections Ill, IV, V, VI, Vil and Vill of the First Amendment are hereby amended by replacing " Trustee" with " Successor Trustee".
Subsection G of section VI of the First Amendment is hereby e.
amended by replacing " laws of New York" with " national I
banking laws of the United States".
f.
Subsections A and E of section IX.A of the First Amendment are hereby amended by (1) replacing " Trustee" with " Successor Trustee", (2) by replacing "any successor Trustee" with "another successor Trustee" and (3) by replacing "a successor Trustee" with "another successor Trustee".
g.
Subsections A and B of section X of the First Amendment are hereby amended by replacing " Trustee" with " Successor Trustee".
3
- -E GGNS Report Page 14 of15 h.
Subsection C of section X of the First Amendment is hereby amended (1) by replacing " Trustee" with " Successor Trustee" and (2) by striking clause (i) and replacing it with the following:
"(i) if to the Successor Trustee, addressed to it at Mellon
- Bank, N.A.,
One Mellon Bank Center, Room 3346, Pittsburgh, Pennsylvania 15258-0001, Attention: Earl G.
Kleckner.
i.
Subsection I of section X of the First Amendment is hereby amended by replacing "New York" with " Pennsylvania".
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
SYSTEM ENERGY RESOURCES, INC.
MELLON BANK, N.A.
Grantor f Success r Trustee i
/
By: TN By:
s
! MPRESIDENT
Title:
Treasurer
Title:
Date:
IJ)./If /9M-Date:
I
/6 !(t -
I gg l
Y ppROVLD I y
( aww,-
i 4
4 -E GGNS Report Page 15 of15 E OF ISWQ SThOrnh COOf#( OF Orket Personally came and appeared fore me,ge,yn#ersigned authority, in and for the jurisdiction aforesaid,/d 4xrEI W.
V3fl
,who acknowledged to me. that he is Tfc010ft (
of
'i System Energy Resources, Inc. and that he signed and delivered the foregoing instrument on the~ day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
i G von under my hand and official seal, on this the day of Q
f
,1992.
j kl' i
140TA#Y PUBLK My Commission Expires: Of eb STATE OF COUNTY OF '
lu.g i
Personally came and appeared before me, the undersigned authority, in and for the jurisdiction aforesaid, 8re/w.o 7%u
, who acknowledged to me that he is t), cr Aces ivs of Mellon I
Bank, N.A. and that he signed and delivered the for6soing instrument on the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
DecemberGiven under my hand and official seal on this the /c day of M
,1992.
NOTARY PUBLiC NeandSed i
D d*i*, u.,dL'L*'l My Commission Expires:
u comme onshoe@c.a.sep J
r
- -. <,wan Assomaanatwansa I
5
Anachment 24 GGMS Repod n
i Pag,e 1 of 2 I
rRUST FRND 1 To NOCL nR DBCONRIs930ef136'
- ===nare"T NO.
menssumMT surysyw souTu wrestas2PFf ar.80TR1e Powan asseexaT i
i AND Taostunat mat 10lthL amps I
This Amendment No. I to the Nuclear Decomen estaning Trust rund Ayrnement (the ' trust Agreement") effootivjasetJune1, i tion is between South Mississippi Electrie Powsir Assoc a
- 1933, and Trust 04rk National a Mississippi corporation r
("SNEPA"),
i d to Bank ("Trustes"), a national banking sesociation auther se State of exercisecorporatetrustpowersunderthelawsytthe Mississippi.
is The Trust Agreement, dated the 20th day of June, 1990, and Trustee.
currently in full force and affect between SMRP l
i i
i The Trust Agreement established a Nuclear Decomniss on ng Trust rund and previded for its managesnant by t,4e Trustee under the ter== se s.41d Trust Agressant.
Trust The parties wish to make certain changes to the l
i Agrecaent.
lly beund, TARREFORE, the parties, inteD&ing to be lega I
d$fied as mutually agree that the Trust Agramment is mo i d'inits cetl.:
Article IV, A.(4) is podified to rea 1.
agaity Investments selected gros non-I entirety:
d speculativestockswhichcompriseth(standard.an The ogdty componimt of the Poors' 500 Index.
portfolio ahall not exceed 50% of thh surrent marke I
bsinimum value of the total portfolio, with n SutricJunt div eraitleation parcantage required.
l 20 'd 99pp 919 POS '0N XWi ONI'5301A83S 40831N3 Nd EE:2130166-0E-BW
-.,:...... F GONS Repon Fage 2 of2 1
6 shall be mainssined so as to avait une e concentration in any single industry or company.
t l
An neaittenal subeaction A. (6).under yiele IV le z.
Nothing in this Artiste added to read as follooes se or IV eball be construed to prehitit the proprietary mutum1 funds which icetude,t.no stourities described in this article dish the i
Trustes R&y man 4qs.
All previstana or the Trust Agreement not,es,pressly e
medition her.=in will eentinue in full force and stract.
TRUSTMMtK WATZoltAL BAWW r
Ad d~
nye rest orgt 19inu 3$1W3 i
Ost I
I ACUTH MISSIERTPPI'ELacfAIC p0WER i
AssocraytoW N4 I
my
-. _==.pr ce w u i
MOI 24' l9I}
- DtkeI i
i 4
E0 "d ggpp 919 POS 'ON W3
'0NI'S33IAB3S 40531N3 Nd PE:El 30166-0E-WH
~
Anachment 2-G GGNS Repost Page 1 of15
~
of f er or settlerrmat. D:x*et t*as. Otss-6 7 6-0 0 0, EL90-16-000, and EL90-45-000 APPDCDC F Second Rcvisc4 Sheet
_sT1Twn ptm 1C tfrn try 1
System Energy Resources,Inc.
Rate Schedule FERC No.2 PUBUC UTILITES REGIVING SERVICE tWBER RATE SC14mifI Arkansas Power &Ught Company Louisiana Power & Ught Company Mississippi Power & ught Company New Orleans'Public ServiceInc.
SERVTCE TO BE PROVIDED tNDER R IT SCTMDtfLE Wholesals Sale of Electric Power j
)
PO 'd SSPP 9L9 PDS "0N RJ
'ONI'S301AB35 A0331N3 Nd PE:El 3DJ, 66-0E-HW j
Atta:hment 2-0.. _..
GGNS Repon Page 2 of15 Sece4 Revised Shee:
Unh Powef sdes Aetemem THIS AGPREMENT,msde, entered into, and effective as of this loth day et Jee.
19E2, by and among Arkusas Power & Ught Compuy ("AP&L*)b".misina Pow 1
LP&L*). Mississippi Power & Light
("MP&
Comp ("any (~SI") and Middle South Energy, ine. ("MS 7.
Inc.. NOP WUNESSEU{ THAT:
WFEREAS, MSE" was incorporated on P:b:ary 11,1974 under the laws of the State of Arkusas to own certdn funus genertung espacity for the M!dd!c South Systm. of which APE LP&L,MP&L and NOPSI C3ystem Compudes") un members; and WHERLAS, System Energy has'accordingly undcr4cn tAs ownership and flannelng of u undivided interest in, and construction of, the Grand Gulf Generating Stadon, a two-unit, nuelcar fueled clesdc generadng str. tion on sbc cast back of the Mistissippi River nest Port Gibson.
Missiesippi(" Project'); arid WHEPEAS,th: System Companies own ud te electric generating, transmission and dis rlbucion fac!!! dos in Arkansas, Louisiana, Missis pt sad MItsouriand generate, cusmit and sell electric energy both it retall and wholcsdain suc stmes; acd WHEREA'. Systes.. Energy has agreed to sc!1 to AP&L, LPE MPAL and NOPS!
avd' his to Syren Energy
(**urchasers") specified percemages of att of the erracity and sner ect, and the System Compuses have a;.esd to join m Sys % ?nerg befe Se f-2the f the Project ss placed in service,in caecuting u agreement wr,. t dl 5% (mh in date Ur.it i detail the terms and condidons for the sale of such capacity and energy by Sy.'na %>a p M W System companies: and WEREAS, Unit 1 is expected :o be placed in commercial operader in Qc fint quutet NOW. THEREFORE, System Energy and the System Companic s mutually ::Mersund and agree as follows:
MiMJe South Energy. !nc.'s name was c)uged to Symn Enugy Resour.es. !nc. (*3ystem Ewry7 on tue.
k 90 'd SSPP 919 POS 'ON XV:1
'0NI'5301A335 A0831N3 Hd SE:El 3fl166-0HiW
_ -G GGNS Report Pap 3 of15 Second Revised Sheet 2-s 1.1 System Energy shall. subject ze the terms and omndidons of this Agnement. make available, or cause to be rnade availabla, e the Purchascru all of the capacity and snargy which shall ha available to System Energy at the Pro;ect. locluding test previnced during the course of
- the construction and tesdag of Unit 1 and Unit 2 of the Project
).
1.2 The Purchascri shall, subject to the terms and condidoes of this A~greement, bc andded to receive all of the Power which shall te available e system at the Projectin secoidance with their respective Eadtlement Percentages. T.is Endslement tages art as follows:
EnddementPercentages
}Onft No.1_
UnitNo.1 AP&J.
36 %
!.F&i.
14 %
MP&L 33 %
NOPSI
__17%
1005 1.3 Commencing with the earlier of(a) the date of commercial operados of each Unh or
@) Decenter 31,1984 (with respect to Unit 1) or December 31,1988 (with respect to Unit 2) and, respeedvely condaning monthly thematter until this Agmement is tanninated aant to the previsions of Socion 9 hereof.in considera$on of the right to receive its End eat Percenage of such Power from each Unh. each Purchaser will pay System Bosryy an amount eenal to such Pachaser's Enddement Percentage muldplied by System Energy a Total Cost of Service for such Unit for such mondt.
The " Total Cost of Service" for each Unit for any month shall be the sum of(a) system Energy's Operadng Exponess for such month for such Unit, plus @) an amount equal e one-rwclfth of the Composte Percentags muldplied by the NetUnit Invosancat for such Unit.
"FERC" ths11 mean the Federal Energy Regulatory Commission (or any successor gt vanmental authority).
" Uniform System" shall mean the Uniform system of Accounts prescribed by the FERC for Major Public Ut11ttles and 1 lecruces, as from dmc to dme in effect e
O9
="
-- -0 GONS Report P%c 4 of 15
~
Offer.of Settlement, Docket Nos. ER89-678-000, EL90-16-Co0, ana EL90-4$-ooo APPENDIX C,
Third Revised Sheet j
System Energy's "Operadng Expenses" shall include, with respect to each Unit, a2 amoums property chargeable to Sysum Energy's operadas expertse accounts, less an)t applicable credit thersto, la accordance with the Uniform System; it being understood that for purposes of this Agreement
- dag Expenses' shall include (but not be 11mied to) (a) depreciation occised at a rate atleast s nt to fully amortise the non+salvagsabic p! ant investment, including the cost of Ismoval of interim rsdrumsau, over tbs esdmated then rsmaining useful tits of the umtt (b) obligations incurted in connecdon with the leasin of fuel laventory and/or amortization of fuel I
burnod; (c) accruals to any reserve, catablished by stam Energy to provide for deca f"tonlag the unit over the estimated then remaining useful of the ums; and(d) accruals for disposal of spent nuclear fuel.
"Not Unit !avesenens" for any month shall ba compose 1 as of the last day of the previous month and sha!! consist with respect m each Unit, of (a) 6e gata amount properly chargeable at the dmein ansoniance with the Uniform System to Sysma
's utgity plant secounts (including, but not timhed to, (I) construction work la pro e, e as was allowed by the PERC, r.1sted e ameh Unit after its respective C&* Mal date, and 05) auclestfuel accounts other than nuclear fbcl in process of fabricadon). less balanca, at the time of any accumulated provision for depreciadon and amortienden af udlity plant (exclusive of any decommissionias reserve),includin amordzadon of the cost of nuclear fuel (exclusive of any reserve for disposal of 4
nuclear fuel),as in accordance with the Uniform Sysism: plus (b) the assrssate amount property chargeable at the time 's accostiance with the Uniform System to accounts supressanng materials and supplies: plus (c) och seasonable allowances for pespaid items and cash working capital as may from dme to ame be determined by System Energy; plus (d) recoverable income taxas to the extent previously etodited to ut!!ity plant accounts and not yet realised excluding amounu rs!sted to construenon work in progress that are not included In not unit investment but that art included in the allowance for funds used during construeden computation; and less (e) accumulated provision for deferred income taxes and less (f) other deferred endia.
previous month (posite Persontage" for any month shall be that comp
- Com sum of (a) thirtaan percent (13%) multiplied by the rado walen the Equity Investmem, as of such date,is e the Total Capital as of such cate; plus (b) the "stfeedvs interest rate" per annum of each principal amount of debt (other than loans or advances made by the common stockholder of Sysiem Energy) outstanding on such date for money borrowed, muldplied by the rado which such principal amoum is to Total Capital as of such datet plus (c) the *ctrcctive dividend rate" per ant.um of cach series of prefertsd stock outstanding as of such date multiplied by the 10 'd SSkP9LSPOS'0NXWI
- 0NI'5301AB35 A0331N3 IId 96:2130166-0E-BW
-G GGNS Report Page 5 of15 First Revised Sheet 4
rado which the amount at which such prefensd stock would be reflected on a balarva shest of System Energy is to Total Capital as of such daas. The "eNective inursst rua* or :,ach principal esets ama to the amount of datn vtfermd to la clause (b) e4II:sflect the annual issarest. p' Wdag fund call extent applicabic, amortizadon of issus ex discounts and pturniums,"
pnmiums,czpenses and discounts, g and retirement expenses, dMounts and psomiums, and all other expenses applicabic m the issue of such indsbadness, Le "eNeedvc dividsad sats* of nach series of prefontd stock rufened to in clause (c) will :eflect the annual dividend taquire' merits applicable to each such series of proteasd smsk.
"Eedty Inyssenent" as of any dans shan eenstst of the sum of(a) all amounts theettefors paid in System Energy for all conunon capital stock theretofoie Issued, plus all caplial eenshoons, advanons or pio rasa 1oems pursuant to any empital osaw(buden agrimment, less the sum of any amounts paid by S Energy to its common stockholder la tbs form of stock rednmens,repwehases or apdons, semen of capital or sepayonents of such advances er loanst plus(b) any credit balance (i)in the ' in capital account not included under (a) sad (11) in the reesined earnings account on the
< of System Energy as of such date.
" Total Capital" as of any date shall be the Equity investment. plus the total of the amount which wouM be esflected on a balance sheet of System Energy for n!! other securities, debt and p,4...MM than outstanding.
the date of commercial operadon of each Unit or(b) December Prkt to the earlier of (a) December 31,1988 (with respect to Unit 2), the Purc to Unit 1) or 31,1944(wiAn shallpay System onthly in accordance with their respecovo Endslernent Percentages for any Power delivered to each such Unit hereunder at a rate equal to the "mcaracatal cost of energy displaced by such Power on the Middle South Systern,
- 2. De performanos of the oblisations of System Energy hereunder shall be subject to the roccipt and conanned eRoctiveness M a'11 autorizations of govemmental acptlatoty aumorides at the time necessary to permit System Energy to perform its dudes and obliganons betsunder, including the vocespt ana continued cacedvaness of all authertandons by gevemmenal regulazary authoridet at the dms necessary to permit the compledon by System Energy of the construction of the Project, the operation of the Ptoject, and for System Energy to make avallable to me Punhasen j
all of the Power availabic to System Easrgy at the Project., System Energy shall uss hs best storis to securs and maintain a!! such ausorizanons by governmsmal regulatory authodtics.
)
1 i
i 80 'd SSPP 9LS POS 'ON XVd
'0NI'5301 AB35 A0B31N3 Wd LE:51 301 66-0E-HVW
~ Et$ciment50~
GUNb Repon Pa;e 6 0fl5 Fint Revised Sheet
- 3. System Energy shall operats and maintain the Project in accordance with good unlity puedce. Outages for inspecdon, maintenance, sfueling, repairs and spiacements sha!! be scheduled in accordanca with good ud1hy pracdes and, insofar e e pressicable, shall be mamally agmed to by System Energy and the Purchasers.
- 4. Delivery of Power sold to the Purchasers punuant to this Agreement shall occur at the Project's step-up a ensformer and shall be made in the form of three-phasa, sin hotu alternadag cturent at a seminal voltags of 500 kilovolts, System will and mainmin i
au assessary maandag equipment for determining the quanary and
'tions very nadar this A
- t. System Energy will Annish to the Ptschasers such summaries of meter: adings and meterin's uforrnamen as may reasonably be aquested.
- 5. Monthly buts enleulated in accordance with the provisions of Section 1.3 shan be issued by system on the Efth working day of each month and shall be payable in immediately avauable on or before tbs 15di day of such month. After the 15th day, fr.asrest shall accrus on any balance due at the rses requked for refunds ordered pursuant to FERC Regulations under the Federal Power Act.
- 6. Noddag conmined herda shall be construed as affecdsg in any way the right of j
System Energy to unilaterally make application to FERC for a change in the rseas conuined hsroln 4
cr any other term or condition of this Agreerncar under Section 205 of the Fedcal Power Act and punuant to FERC Rules and Regulations pmmulgated themunder.
- 7. No Purchaser shall be endtled to' set off against any payment squir 4 to be made by it under this Agreement (a) any amounts owed by System Energy e any Purchaser or (b) the amount of any. claim by any Purchaser against Syrism Eastgy. The fomsoins however. shali not affect in any other way the rights and remedies of any Purchaser with ct to any such amounts owed to any Purchaser by Sysicm Energy or any such claim by any Pure against System Energy.
8 The invalidity and unenforceability of any pmvision of this Agmsment shall not a#ect the rt:nalalag provisions hcreof.
- 9. This Agreement shall continue und! terminated by rauma! agreement of all pardes hersto.
\\
l l
60 'd SSPP 919 POS 'ON XW
'0NI'5301A33S A0H31N3 Wd LE:BI 30166-0E-BW j
Attachmont 5E3 GGNS Repon Page 'l of 15 Second Ruised Sheet 6-
- 10. This Agnemer:t shall be bbd!nr upos Ardes herste and their successors ud assigns, but no assignment hereof, or of any right -
ids due or to become due under this Agrasment shall in any event relieve tisher any P e r System Eastgy of any of their respecivs obligadons hereunder, or, in the caso ci nasers, Induce to any extent their samtlement to recolve all of the Power available to yew wrgy fmm dme to time at the Project.
- 11. The agreements hertin set forth have been icade for tbs benefit of the Purchasers and Sysurn Energy and their respecdvc successors and assigns and not other person shall acquire or have any right amost or by virme of this Agreement.
- 12. The Purchasers and Sysica Enargy may, subject to the provisions of this Agreement, cater ines a funher agnement er a ents betwsca es Furt.hasers and Sysum Energy, setdag forth detailed acrms and niadag to the performance by the Purchasers and system 2nergy of their mopeeeive ligadons modsr this Agreement. No agrsement entered inso under titis Seedon 12 shall. howevsr. alar to any substandve depee the owgations of any pany to this Agreement in any manner inconsistent with any of the foregolag seasons of this Agreement.
- 13. Each of the Purchasns shall, at any dme aM Sora ime to dmc be endded to assigt.
all of its right, title and interest in and to a!! of the Pcwer is which any of them shall be endtled under this Agreement, but no Purchaser shall, by such assi be allevedof any oflas obligadons and dudes under this Agreement axcept throu the payment to Syr.am Energy by or on behalf of such Purchaser.of the amount or amounts which such Purchaser shall be obbgated to pay punuar. to theisems of this Agreement.
IN WITNESS WHEREOF, the partics hereto have caused this Agreement to be duly executsd as of the day and year tht above wrinen. '
01 Jd SSit 9LS POS 'ON XV3
'0NI'5301AB35 A0831N3 Wd 88:51 301 66-0E-HVW
]
-- 4 GGNS Report Page E cf I's First Revised Sheet 1
P.13CLE SOUTS ESERGY, ISC.
- A By _
AJLKANSAS PCWIK & L CEt CCr.2MT
$wWw!G he v/
IAU1$1MA PCWER 6 LIGIT CCOANY ly S&ISSI?
6 W? CCM ANY 7
_d_
Sy_
Ntw CEEMS PUBLIC SERVICE INC.
bun 771.$ss_...
nr
.y Middle South teergy. Inc.'s name was changed to System Energy Re 1986.
(" System Ette rgy") ott July 22, d
11 'd SSPP 91S POS 'ON XV3 0N1'5301AH35 A0831N3 Nd 6E:5! 3fli 66-0E-HW
Atischmen 2-0 CGN5 Report Page 9 of15 Fint Revised Sheet Syr.am Energy Ruocrees,Inc.
Billing Format e
e BI 'd SSPP BLS POS 'ON XV:1
'0NI'S301AB35 ADB31H3 Wd BE:21 301 65-0E-HVW L
__ -G GGNS Report Page 10 of 15 Fourt.h Reviud Shact XYSTEM EMER0Y RESOUILCC3 fNC, Ag, LINO PORMAT cost OF SERVICE MQFTRinp4 ORAND OULF11NTT1 QPElaftNoSTFEN$E4 CPERATION EXPEN381.
]
FUEL EXPENSE (Acc0UNT sis) s OTHER OPERATION EXPEN888 ( ACCouMT5 517 589-325. Ase. 337,340 667,901405. 73>431)
MAINTENANCS EXPEkpEs (ACCOUNTS 325-531, 348-373. 938)*
DEPRaGIATION EXPENSE (mCCOVk@)-
SCHEDULE A DECOMMIs$10NING EXPENSE (ACCOUNT 403) li AMOATIZATION EXPENSE 8 (ACCOUNTS 406 eff)
TAXES OTHIA TRAN INCDME TAJCES (ACCOUNT 40s.1)
T AXS$ - INCOME ( ACCOUNTS 40p.t. 400.3. 410.1, el! l. 4Il.')
QAinst!msssa PaoM DisrettTION OF UTH.!TY PLANT (ACCOUNTS 4tl.Hil.7)
TOTAL OPERATTNG IXPEN$Es 5
ADlUKTMENT OF PRTOR Bft11NCf = SCWEBUt.E =
OPERATING EXPENats AS SILLED,
1 OP&RATINC EXPENtti ACTO AL arttraw og way uwft 1WytrTMENT - SCHEDUI,LR TOTAL cost OF SERY1CE It TNE MONTHLT DECOMMI$880NING EXPENst FOR CRAND CULF UNIT 1 !$ IN ACC0kD ANCE WITM PERC 8tTTLsMENT AGREEMENT. THE AMOVHT YMLfC8 EACH YEAA 8 ASED ON THE APPROYED DSCOMM154;ONING 3CHEDULE.
\\
El *d SSPP 9LS POS 'ON XV3
'0N!'S331AB35 ADH31N3 Wd OP:El 301 66-0E-HVW
A7.achment2 0 GGN$ Report Page 11 of15 Sim Revigd shut SYSTEM ENfROY RESOURCES INC KHEDMM A DEPRECIATION EXPENSI tdQNTM. I99X DEPRACIAs2 PLANT EFFSCTIVE ACCRUAL DEP9Jc!A110H PLANT FUNCTION _-__.
BALANCE 5_-__
R.ATES tl EXPENSE NUCLSARPLANT 2.83 5 3
per.ouMT 101)
TRansMissioW FuWT 5
2.88 5 5
(ACCOUNT 401)
CIMERAL PLANT OFFICE EQUIPMENT 5
1.31 5 3
(ACCOUNT 101)
TRANAPORTATION EQUIPMENT 1
L155 s
(ACCOUNT 10f) 3 TOTAL 1_
m
+
l/ EFFECTIVEJANUAAY t lH7 l
1 j
i i
i f
l j
'0NI'S301AB35 A0B31H3 Wd OP:2,1 301 66-0E-HVW
e~
_ Attachment 2-0 GON5 Report Page 12 of15
)
Third Ravinc Sheet
$YSTEM ENERGY RESOURCES._JNdi 6
Page I og 1 RLrTIIRN ON NET UNTT INVESTMENT AND COMPO$fTE PERCENTAQ1 MOWW.199X t
PLANT tW BERVfdf (mt.rfY PLANT IN SERVICE (ACCOUNTS 101,106.
3 1/
120.1-120.d)
LEssi ACCUMULATED PRovtsl0N FCR DEPRECIATIONI AMORT 11ATION (ACCOUNTS 105,1II,120.$)
if (EXCLU$tys CF ANY DEcoMMtsstoNtNo RE88Rvt AND ANY REEERVE FOR DISP 05AL OF NUCLEAR FUEL)
NET UTILITT PLANT IN SERYlC$
3 1/
WCRKING CAPITAL MATEALAI.J & SUPPWR1(ACCOUNTS !)4.10) 3 1/
PREPAYMENTS (Account 165 EXCLUDING 11 PREFA1D INTEREST) 2/
WORK!NQ CAPITAL ALLOWAPfCE TOTAL WORJCING CAFtT AL EOVER Ant E fMCOME TAXR1 tACCOUNT 196)
_31 OTHit CEFERRED CREDIT 5 (ACG9UNT 2.13 - SALE AND LEASES ACK CF A PCRTION OF ORAND CULF UN!T I)
__4/
!/
AcetuutAtte racVtalck paa CtFERptD rNetMFlg i
( ACCUUNT3190.182. 383) f 1/
j N ET U N?T rN Vtf m J D _il 1
RETURN A COMPOSITE PERCENT ACE (SCH. 82)
- NET UNIT 5
Il INVEJTMENT DIVtDED EY 12 is e.Laa.aw. en paceocs wom uteau.
e arth.,ipse *mr.w.g enetTat meet is 18R4 su ace 0 EDAM 1 *PW M PEAC Ef'TLDagrr ACs WE#f, 3/
m.= acunes me= aer u.tr mot.ceau ce rn, weruun,i.e m4=,r.c uw.
ir own e v. trico sumo.w,a =ms a.c.wr,.e um esme unu e.e Wewas e
f 51 'd SSPP 919 P05 'ON XVJ
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.. Attachment 2-0 GONS Report j
Page 13 0fl$
i Four.h Revised Not SYSTEM INERCY ltESOURCES tNC.
SCMEDU12 I REnfRN ON NET UNTT TNVESTMENT AND COMPOSIT1i PERCENTAGE
( < 4 MCMTH.199X CAP!TA1.!ZAT10M AMOUNT _
CAF. RATIO _ _
RATE CpHPCMENT DEST (ACCOUNTS III. 189, 221.
Al AUM 05 (Al/M)D5 224.D6,23t)
PREFtnAfD ETOCK (ACCOUNT 8 20d.
A2 A2/As PA (Astm >r s W. 206)
CouMON Equ1TY (ACCQUNTS 201. 201.
A3 A3/M cs (A3/M)C5 203, 207-214.IJ i
TOTAL CAPITA!.!ZAT10N M
400 #
c.epe.ne t WHERE4 0
!$ WE!CHTED AVEAACE Dtaf LATE INCLUDINO sMonT TERM DE8T TO THE ExttNT NOT UTit.itt:D IN APUDC CALCUI.AT1CN.
I WNEA1:
P 18 wt!OMTED AVERAGE PAEFERRED STOCW D!VDEND RATE.
i WWERS:
C 15 IJE RETURN ON C'OMMON EQVrrY. It
=_
u arraetrvs aart.2. io9o 91 'd SS)PBLSPOS'ONXV3
'0NI'S301AB3S A0531N3 kdIP:2130166-0E-BW!
._ G GGNS Report
~~
Page 14 of15 s,.<wa m e a sk SYFTEM RNEROY_EnOURCES, INC.
ACHEDELE c PACEI0F1 INCOME TAR EXPENSE
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= GBBATheEppe3 M yggueipmasTAmst 3
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ensunnse prats var sitorenst insmausses eie.t, se t.43 IFC ft9tifiem frConsent15ATiem pecpWurf ett.se Totaa.**emeist tases sms
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i
_Attachmcci2-0 1
GGNS Report Page 19 of D i
I 5econd Revised Sheet 11ETEM EN1RCXlISO1IRCES. INC1 sCHEcut.E c Pep t er!
INSC!ME T,6X EYPENSE (Caedsaad)
MONTH.199X oey mam scous yac srPcN11 EUPPORThe M f cul#dWu A
URM ANENT DtFFERENCf1!
1 DEFRSCtAT@N OF AFL'DC TAX SAS!$ OF UNff #1 TAXE3 CAMTALIZED PER BOOKI NET OF TEAT ENERCY
=
(ACCOUNT 5 01.33.101.34) sAsts POR DEFEAAED TAX CAlfULAT10N 1
8 300K 3 ASIS RATIC OF SAsis FOR DEFEAAED TAX CALCliAtl0N8 TO 800K 5 Asis; s
sOOK DSPRBetATION OF BAsrs POR DEFERRED TAX CALCULATION 1
300K OSPRECIATION (ACCOUNT 403)
(
)
s DEPRR.*.1ATION OP APODC MEAL AND ENTERTAINMENT EXPENSE (Accounts sit. $19 325.
318-82. $$4. $$1. 546-373. 90MOS. 92431. 938)
FEN 810N grPE!dSE (ACCOUNT 926) 3 TIMteeQ DIFF54Elt*Es' 3
FUEL EXPENSE TAX DEPAECIATION OF NUCLEAR FUEL i
INTEREST AruD QTMER CtDVCTlaLE EXPENSES (ACCOUNT Sit)
NUCL1AA Full, EXPENSE PER BOOKS (ACCOUNT $18) f
_)__
i 1
excsst 5
DEPRACIATION EXPENSE
=
TAX DEPRECI ATION OF UNff I (ACCCUNT 403)
DEPREGIATtop or sAals FOR DCTERRED TAM CA1.CULATioN
(
)
s sxesss DECCMM!s310N!NC EXPENSE TAX DEDUCTION FOR ACCRUED DSCOMMISSICN!NG EXPENSE &
n 300K ACCRUAL FOR CECOMMiss10NING EXPENSEA (ACCOUNT 403)
(
l __
s __
txcess isNsion axPsMia TAX DEDUCTION FOR ACCKUED PENsloN EXPENSE 3 500C ACCRUAL FOK FEttatON EXrsNsSS (ACCOUNT 916)
(
L_
ex:sss BI 'd S$t? 9LS POS.'ON XVd
'0NI'S301AB3S A0831N3 Wd EP:BI 301 66-06-HVW R2S R: port
. Report on Status of Decommissioning Funding 10 CFR 50.75(f)(1)
March 31,1999 River Bend Station i
Minimum ReDortina Reauirements as Der 10 CFR 50.75(fM1):
- 1. Decommissioning funds estimated pursuant to 10 CFR 50.75(b) and (c) (1998$):
i River Bend 70% Funding interest 378,626,588 '
Cajun River Bend Interest (30%).
162,268.538 '
Total 540.895.126 i
- 2. MLrket value of funds accumulated as of December 31,1998:
River Bend 70% Funding interest S
71,212,229 8
Cajun River Bend interest (30%)
143.932,142 2
Total 215.144.371
- 3. Curr;nt scheduto of annual amounts remaining to be collected (70% Funding Interest):
Louisiana Jurisdiction See Attachment 3-E Texas Junsdiction See Attachment 3-F
' FERC Jurisdiction See Attachment 3-G
- 4. Assumed rate of decommissioning cost escalation used in funding projections (70% Funding Interest):
Louisiana Jurisdiction (Attachment 3-E)
CPI Texas Jurisdiction (Attachment 3-F) 4.81 %
FERC Jurisdiction (Attachment 3-G) 4.00 %
- 5. Aslumed average after-tax rates of earnings used in funding projections (70% Funding interest):
Louisiana Jurisdiction See Attachment 3-E Texas Jurisdiction See Attachment 3-F FERC Jurisdiction See Attachment 3-G
- 6. Assumed rates of other factors used in funding projections (70% Funding interest):
Louisiana Jurisdiction See Attachment 3-E Texas Jurisdiction See Attachment 3-F FERC Jurisdiction See Attachment 3-G
- 7. Contracts assuring collection of decommissioning funds:
None
- 8. Modifications to method of providing financial assurance since July 26,1990 filing (extemal sinking fund):
None
- 9. Mat: rial changes to trust agreements since July 26,1990 filing:
Sec Attachment 3-H l
RIS R: port Report on Status of Decommissioning Funding 10 CFR 50.75(f)(1)
March 31,1999 River Bend Station
$gpolementalInformation:
- 1. Sit;-Specific cost estimate escalated to 1998 (Jurisdictional basis):
River Bend 70% Funding interest - Louisiana Jurisdiction (1996 Base Year Dollars)
NRC License Termination Cost:
272,462.820 a Non-Ni i License Termination Cost:
36,855,024 8
Totn 309,317,844 River Bend 70% Funding Interest - Texas Junsdiction (1996 Base Year Dollars)
NRC License Termination Cost:
283,773,477 8
Non-NRC License Termination Cost:
38,384.974 8
Total 322,158,4f1 River Bend 70% Funding Interest - FERC Jurisdiction (1985 Base Year Dollars)
)
NRC License Termination Cost:
156,397,774
)
8 Non-NRC License Termination Cost:
78,351,283 a i
Total 234,749,056 Cajun River Bend interest (30%)
N/A '
l
- 2. Decommissioning rnethod assumed for planning purposes in s,ite-specific estimate:
DECON j
- 3. Ycr site-specific estimate complete:
1996 8
' 4. Fr:quency of updates (approximately):
once every 5 years
- 5. Funding based on NRC minimum or site-specific estimate?:
Site-specific
- 6. Decommissioning rate regulation (approximately):
Louisiana Public Service Commission (based on 70% funding interest) 20.03 %
Public Utility Commission of Texas (based on 70% funding interest) 30.10%
Federal Energy Regulatory Commission (based on 70% funding interest) 2.10%
8 Unregulated (based on 70% funding interest) 17.77 %
8 Cajun interest (prefunded) 30.00%
100.00 %
' See Attachment 3-A for calculations.
2 Source: December 31,1998 Waterford 3 Trust Fund Report.
8 See Attachments 3-B,3-C, and 3-D for calculations. Also see footnotes 3 and 4 to Attachment 4-A for information on the generic bas;line cost estimate using the waste vendor disposal factor (Barnwell)
- C;jun contributed $132 million to prefund its decommissioning obligation with respect to its former 30% ownership share.
- An cconomic update to the 1996 site-specific study was prepared in 1998. Funding continues to be based on the 1996 estimate.
- This Emount is below the 20% threshold provided in footnote No. 8 to NUREG 1577, Rev 1, " Standard Review Plan on Power Reactor Licensee Financial Quahfications and Decommissioning Funding Assurance" dated March 1999.
-A R!S R: port RIVER BEND STATION CALCULATION OF MINIMUM AMOUNT AS PER 10CFR 50.75 (b) AND (c)
Determination of Minimum Amount Entergy Gulf States, Inc.: 100% ownership interest Plant Location: West Feliciana Parish, Louisiana Reactor Type: Boiling Water Reactor ("BWR")
Power Level: <3,400 MWt. (Approx. 2894 MWt) 1986 BWR Base Year $: $130,046,000 Labor Region: South Waste Burial Facility: Barnwo., South Carolina 10CFR50.75(c)(2) Escalation Factor Formula:
i 0.65(L) + 0.13(E) + 0.22(B)
Factor L= Labor 1.56 '
E= Energy (BWR) 0.59 '
I 2
B= Waste Burial (BWR) 13.948 l
BWR Escalation Factor:
0.65(1.56) + 0.13(.59) + 0.22(13.948) =
4.15926 1986 BWR Base Year $ Escalated:
$130,046,000
- 4.1596 =
($
540,895,126 l River Bend 70% Funding Interest 378,626,588
- Cajun River Bond Interest (30%)
162,268.538 *5 Total 540,895,126
' Source: Utility Decommissioning Tax Group Annual NRC Certification Update (February 1999)
- Source: Table 2.1 of" Report on Waste Burial Charges," NUREG 1307, Revision 8 (December 1998).
8 Apphcation of the 6 968 waste vendor disposal factor (Bamwell) from Table 2.1 of " Report on Waste Bu.al Charges,"
NUREG 1307 Revision 8 (December 1998) yields a genene baseline cost of $238,837,542.
- Apphcation of the 8.968 waste vendor disposal factor (Bamwell) from Table 2.1 of" Report on Waste Bunal Charges "
- NUREG 1307 Revision 8 (December 1998) yields a generic baseline cost of $102.358,947.
' Cajun contnbuted 5132 millic, to prefund its decommissioning obh ation with respect to its former 30%
0 ownership share.
it
- -8 R!S R: port RIVER BEND STATION CALCULATION OF SITE-SPECIFIC COST ESTIMATE ESCALATED TO 1998 DOLLARS RIVER BEND 70% FUNDING INTEREST l
LOUISIANA JURISDICTION Site-Soecific Cost Estimate (1996$}
l-Site-Specific Cost Estimate (1996$ 70%):
NRC License Termination Cost:
$ 258,324,954 Non-NRC License Termination Cost-
$ 34,942,648 Total Site-Specific Cost Estimate:
$ 233,267,601 '
Annual Escalation Factor:
CPI '
Years of Escalation (1996 Base Year to 1998):
2 Cumulative Factor (1+ Factor)^2:
1.055
$_ite-Specific Cost Estimate (19984):
NRC License Termination Cost
- Cumulative Factor 5 272,462,820 Non-NRC License Termination Cost:
- Cumulative Factor
$ 36,355,024 Total Site-Specific Cost Estimate:
l $ 309,317.844 l l
l
' Louisiana authonzed funding amounts (Attachment 3-E) based on 70% of site-speafic cost estimate in 1996$ and escalated annually at rates tux! to projections of the Consumer Pnce index-Urban (" cpl"). Average projection for CPI dunng 1997 and 1998 is 2.70%.
l l
l
-C RIS R: port l
l RIVER BEND STATION CALCULATION OF SITE-SPECIFIC COST ESTIMATE ESCALATED TO 1998 DOLLARS RIVER BEND 70% FUNDING INTEREST TEXAS JURISDICTION Site-Specific Cost Estimate (19%$)
Site-Specific Cost Estimate (19968 - 70%):
NRC License Termination Cost:
$ 258,324,954 Non-NRC License Termination Cost:
$ 34,942,648 Total Site-Specific Cost Estimate:
$ 293,267,601 '
Annual Escalation Fr ctor; 4.81% '
Years of Escalation (1996 Base Year to 1998):
2 Cumulative Factor (1+ Factor)^2:
1.099 Site-Specific Cost Estimate 11_t98_j);
MRC License Termination Cost
- Cumulative Factor:
$ 283,773,4.7 Non-NRC License Termination Cest:
- Cumulative Factor
$ 38.384.974 Total Site-Specific Cost Estimate:
[ $ 322.158g
' Texas authonzed funding amounts (Attachment 3-F) based on 70% of site-specife cost estimate in 1996$ adjusted to reflect statutory contingency limit of 10% for retomaking purposes Cost estimate escaleted annually at 4 e1%.
m
-D RBS R: port RIVER BEND STATION CALCULATION OF SITE-SPECIFIC COST ESTIMATE ESCALATED TO 1998 DOLLARS 4
RIVER BEND 70% FUNDING INTEREST FERC JURISDICTION Site-Soecific Cost Estimate (19851)
Site-Specific Cost Estimate (19858 - 70%):
NRC License Termination Cost:
$ 93,928,450 Non-NRC License Termination Cost t 47,055,750 Total Site-Specific Cost Estimate:
$ 140,984,200 '
Annual Escalation Factor:
4.00% '
Years of Escalation (1985 Base Year to 1998):
13 Cumulative Factor (1+ Factor)*'8-1.665 Site-Specific Cost Estimate (1998$1:
NRC License Termination Cost
- Cumulative Factor.
$ 156,397,774 Non-NRC License Termination Cost:
- Cumulative Factor
$ 78.351.283 Total Site-Specific Cost Estimate:
l $ 234,749.056 l
' FERC suthonzed funding amounts (Attachment 3-G) based on 70% of site-specife cost eshmate in 1985$ escalated annualty at 4 0%
)
Exhut (SS-2)
Page 1 of 4 -E h
EP.TERGY GULF STATES tmLmES RBS Report RNER SEND UNIT 1 DECOMMISSKHNG MODE 1 Page1of4 Revenue Regaremonas Summary acooi Puyo 1 84UMPTIONS.
2.7% r
, east enemheen EOSI suas er samen en must twies j
3.
Lauedmed nomi
- T=1 -
Itsvunne 8 tan Tas Ten Omeenun.
Lha Ysat h Q)
M 831 M Imi Ramanehnma M) 1 1957 2.217 572 18.722
- 14. 3 4 0
2 1888 2.277 m
te m 10.ms 0
3 iM8 2.340 m
22.718 23.3 8 0
0 2000 2.404 SF5 28.723 27.388 0
S 2001
- 2. des 714 31.005 31.779 0
0 2002 2.537 75 35.7 5 38.523 0
7 2005 2.000 755 40ASO 41.005 0
8 2004 2.SF7 84 48.3M 4F.213 0
0 2005 2.750 804 EL334 33.214 0
to ages 2.235 Des 95.75B W.704 0
11 2007 2.002 1A05 5.798 88.70F 0
12 2005 2.082 1.M 73.E5 74.254 0
'3 2000 3.083 1.121 81.MB S2.414 0
to 2010 3.147 1.188 30.013 91.100 0
15 2011 3.233
- 1. M SB.e 100.004 0
18 2012 3J21 1.335 100 B1 110,8 3 0
17 2013 3.412 1.40s 13.6 121.334 0
18 2014 32
- 1. 6 132.1ST 133.8 4 0
19 2015 3.W1 1.5F5 144,775 148.m 0
20 2018
- 3. M 1.8EF 15.34 1m.012 0
21 2017 3.800 1.75 172 2 174.700 0
1 22 2018 3.804 1.85 1 5.815 100.484 0
1 23 2010 4.011 1.879 M.6 NF.442 0
24 2030 4.120 2.000 2ELEED 236.e33 0
25 2G21 4.233 2.214 34t m mm 0
28 3Gtt 4.34s 2.33B Mt.ite and,e 0
27 3Gt3 4.45F 2.e4 31.N 34.MD 0
28 3GN 4.300 2.55 St. SET w ama 0
28 2035 2.75 0
318.742 316.742 4.543 30 2005 0
0 216. 5 4 318.504 14.841 31 2027 0
0 2F42 2F4.388 95JES 32 2M 0
0 221.119 221.119
- 84. 5 4 33 203s 0
0 tes.BrF 185.sF7 es.241 34 2030 0
0 10121 10121 85.288 EJ 2001 0
0 40.134 40.134 64.338 as 2 Gat 0
0 0
0 41.042 (1) The essend neuunue neswbornant le sheenn se out emir mesessee ensannheimnbig asid tusensaw are anse h 1he imot year er emmenalashahs.
(2) ase Pass 2 (3) See Page 3 M see Pese 4 has Deduer
Exhdzt (SE-2)
Page 2 of 4 -E
{
RBS Report ENTERGY GULF STATES UTIUTIES Page 2 of 4 RIVER BEND UNIT 1 DEcrmeerWING MODEL (3000)
Page 2 Non Tu QueARed Tnat the Rotenus E,_. _,
T._ to Myst.
Not Decomm.
No.
Yant amt ID Rana (2)
Trust (3)
Emmmga f4)
M M
Empand (7) maannan ts) 1 sepmme seenne.
54 2
1997 2.217 5.32%
0 2B 2
27 0
572 3
1988 2.277 5.9%
0 33 2
31 0
e03 4
1000 2.340 5.39%
0 37 2
35 0
638 5
2000 2.404 5AS%
0 39
?
37 0
675 6
2001 2.48B 5.80%
0 41 2
as 0
714 7
20G2 2.537 5ASE O
4 2
41 0
755 8
'M103 2,000 5.03 %
0 4
2 44 0
799 9
2 04 2.677 SABE O
4 2
46 0
545 to 2005 2.750 5.80 %
0 51 2
4 0
and 11 2 08 2.825 5.80 %
0 54 2
52 0
948 13 3007 2.902 5.90 %
0 57 2
56 0
1.001 13 2008 2.382 5.90%
0 S1 2
58 0
1,089 14 2000 3,083 5.00%
0 64 3
62 0
1,121 15 2010 3,147 5.s10 %
0 GB 3
05 0
1.186 16 2011 3,233 5A0%
0 72 3
89 J
1.255 17 2012 3.3 21 5.00%
0 75 3
73 0
1,328 18 2 13 3,412 5.90%
0 81 3
75 0
1,406 19 2 14 3,505 5.9B%
0 85 3
E2 0
1.40B 20 215 3.801 SASE O
90 3
57 0
1,575 21 2016 3,000 5.80%
0 38 3
32 0
1.0B7 22 2017 3.500 SJet 0
101 3
90 0
1.755 23 Ett 3.004 530%
0 107 3
104 0
1,em 24 E19 4.011 530%
0 113 3
110 0
1,979 25 2llEl 4.1E 5AS%
0 12 4
117 0
2.006 j
i 25 2021 4.233 5A3%
0 124 4
120 0
2.216 1
27 2022 4.348 530%
0 134 4
1E 0
2.338 28 2023 4,487 5.19%
0 122 4
118 0
2.44 29 2024 4.ses 4.a0%
0 its 4
115 0
2.see 30 20a5 2.750 4.44%
0 sr 3
54 as23 0
31 20as 0
4.2r5 0
0 0
0 0
0 l
32 2027 0
4m 0
0 0
0 0
0 33 202s 0
4m 0
0 0
0
.0 0
34 2020 0
4.27 %
0 0
0 0
0 0
35 m30 0
4.27%
0 0
0 0
0 0
as 2001 0
4.27%
0 0
0 0
0 0
37 anst 0
4.2F%
0 0
0 0
0 0
tmeemed 2 217 0
(1)terstad (2) Pnquened seurass emmtg sets (3) R*enue Reedromed ' (temaryng Persorense)
(4) Prter Year Relense Campounded Semiennusty at Curverd Year Eartdrg Rebe+
1/2 (Curverd Year Tunster. Decomm Egembses)
- Current Year Emming Rate (5) Caladsind h esosedanos umi tes sehendes tur imesensit meager and Dustus less and septomide ter rates (6) T.w t._ _ _ _ ^ ^ _, _ _ ; Fee (7) Ammanos Dust desemndmeiseg squeneses are made et year and seul thet Die Non Tor OusIAnd Betance tus he esan dann erst (8) Pvter Year Batmoe + Net #demone Demonoidmetening Eseneses. Note 9tst Die Non Tau QumARed Baianos le utRand to por doommmenelonsg osato helem tio Teu Quested Botanos, wedch sende h the heure Equidsmen h
/mg6 Decim06
Exhstut (SE-2)
Page 3 of 4 -E I
RBS Report ENTERGY GUUr STATES N RIVER BEND UNIT 1 DEC-***'*"3 lAODE!.
Page 3 of 4 Tat QuesRad Tnst Owned Person (3000)
Peps 3 Ter QumAAnd Trust une Revenus temme T-to Adgmt.
Not Decomm
- tie, h
hput ft)
Aman (2)
Trust (3)
Eammga (4) 7.m3 Addelens (8)
Emnand. (7) palanca fB) 1 Septung Belanos 12.e3 3
1997 2.21 7 6.02%
2,217 842 19 3.030 0
15.722 3
1998 2.277 8.30%
2.277 1.078 22 3,2 33 0
19.055 4
1989 2.340 057%
2.340 1,340 28 3.eE3 0
22.718 5
2000 2.404 6.71 %
2,404 1.E31 30 4.005 0
25.723 6
2001 2.43e 6.71 %
2Ae9 1.005 34 4.342 0
31.005 7
2002 2.537 6.71 %
2.537 2.35 38 4.703 0
35.788 8
2003 2.80s 8.71 %
2.008 2,53 42 5.0E2 0
40.seo 9
2004 2,s77 8.71 %
2.677 2X77 48 5.500 0
48.38B 10 2 05 2,750 6.71 %
2.750 3.38 SD 5.885 0
52,324 11 2006 2.825 6.71 %
2.825 3.855 55 6A35 0
58,758 18 2007 2.902 6.71 %
2.902 4.106 81 6.948 0
85,705 13 2005 2,9E2 8.71 %
2.982 4.583 5
7,408 0
73.205 14 2000 3,083 4.71 %
3.083 5.57 72 8.088 0
- 81. 3 3 15 2010 3.147 8.71 %
3.147 5.852 79 8.7 2 0
90,013 16 2211 3.233 6.71 %
3.233 6.250 38 9.387
.0 09A00 17 2012 3,3 21 S.71 %
3,3 21 6,894 93 10,121 0
109.531 18 2D13 3.412 8.71 %
3A12 7,557 102 10.497 0
12,6 19 2 14
- 3. stb S.71 %
3.506 8 334 111 11.7 3 0
132,157 20 215 3,001 6.71 %
3.W1 9,137 1E 12,918 0
144,775 21 2 16 3,59 6.71 %
3.me 10.001 130 13.570 0
158.345 22
- 1017 3,800 S.71 %
3.800 10,331 141 14.500 0
172.835 23 218 3.804 8.71 %
3.804 11,350 153 15.000 0
1 5,815 24 2019 4.011 4.71 %
4.011 13,003 10B 18,848 0
2D5AE3 25 2IID 4.120 S.71 %
4,12) 14,188 179 18.097 0
223,500 26 2321 4.233 8.5%
4.233 15.022 194 19.0 2 0
242,830 27 2022 4.348 6.18 %
4.348 15,300 209 19ABB 0
2B2.119 28 2023 4.457 5.79%
4A57 15,444 224 19.807 0
31.8DB 29 2324 4.530 5.34%
4.500 15.372 240 19.721 0
301.527 30 2D25 2,750 4.5%
2,750 14,338 253 17A35 2.220 316.742 31 2I28 0
4.5%
0 14.382 29 14.303 14.541 316.Mh4 32 20Z7 0
4.00 %
0 13,e03 243 13.300 55.299 274.585 33 202B 0
4.eB%
0 11.413 205 11.37 64.054 221.119 34 222e 0
4.est 0
s, set te2 s.eas os.241 183.577 35 2a30 0
4.ses O
s107 115 5,se2 m.2ss 101.271 3B 2031 0
4.08%
0 3.23B 67 3,2M 94.338 40,134 37 2 I32 0
4.8%
0 334 25 SOS 41,042 0
(1) See page 2 j
(2) Pnescend maar ene emnew rune (3) Romanus Requbemmet
- Qisslyhe Pomeresse (4) Pnur Year talunos Campossided Semiermumsy ed Cunent Year Eemin0 Rele+
j 1/2 (Cunent Year Tsunaler. Doomnen Espansmises)
- Cunent Year Eandre Rab (5) Calmemand h ensureanos usi Ime schouldne ter imamenant nunager and trumane ines and ar1*=* ter teams (6)Transeur+E_t i, a Fee (7) Aneumes tint sie Non Ter. Qimened Salmnos us he akaan elsen Aret (8) Pner Year Belance + Not Admons Decommismianhg Espensensee
' awe Deatese
n EN
,(SE-2)
Page 4 of 4.E (8000)
RBS Report
(
Page 4 Page 4 of 4 Une Cumidedve Nuclear C - - - --
,5 %
No.
Yagt Cast Escalment (1)
Esemate (2) EGal Perman (3) Eaceleted (4)
RETAIL (5) 1 1906 1.000 0
0 0
0 0
2 1997 1.027 0
0 0
0 0
3 1994 1.055 0
0 0
0 0
4 1900 1.084 0
0 0
0 0
5 2000 1.114 0
0 0
0 0
6 2001 1.144 0
0 0
0 0
7 2002 1.175 0
0 0
0 0
8 2003 1.207 0
0 0
0 0
9 2004 1.240 0
0 0
0 0
10 2005 1.274 0
0 0
0 0
11 2008 1.300 0
0 0
0 0
12 2007 1.345 0
0 0
0 0
13 2006 1.382 0
0 0
0 0
14 2000 1.420 0
0 0
0 0
15 2010 1.450 0
0 0
0 0
16 2011 1.480 0
0 0
0 0
17 2012 1.540 0
t' 0
0' 0
18 2013 1.582 0
0 0
0 0
19 2014 1.825 0
0 0
0 0
20 2015 1.800 0
0 0
0 0
21 2016 1.715 0
0 0
0 0
l 22 2017 1.782 0
0 0
0 0
23 2018 1.410 0
0 0
0 0
24 2010 1.850 0
0 0
0 0
25 2020 1.910 0
0 0
0 0
26 2021 1.982 0
0 0
0 0
27 2022 2.016 0
0 0
0 0
28 2023 2.071 0
0 0
0 0
29 2024 2.128 0
0 0
0 0
30 2025 2.108 5,988 4,192 9,163 4,N3 0
31 202S 2.244 17,487 12.248 27,500 14.541 0
32 2027 2.307 N,780 45,348 104,613 55,290 0
l 33 2028 2.370 73,72B 51,000 122,311 84,854 0
1 l
34 2020 2.435 73,519 51,483 125,313 06,241 0
35 2030 2.502 73,773 51,841 129,208 88,296 0
36 2031 2.570 87,808 47,350 121,713 64,338 0
37 2032 2.840 42,015 29,411 77,844 41,042 0
x 0
30 0
i
- tel 418,954 293,268 717,472 379,256 0
1 o
Eeceleter 2.73 %
Estimate 418,954
- 1) Cumidseve Nuclear Cost Enceleter et 2.73% peryear
- 2) C:: _. " ' is Cost Eedmets (1996 dators)
- 3) C: r-
', Cost Esemate
- EOS: Shore
- 4) EGSI Porten
- Cumidseve Nuclear Cost Escaister L66 Docks 96 l
boaK 1
A :achment 3-F RBS Report Page1of4 PUC DOCKET NO.16705 SOAH DOCKET NO. 473-96-2285 APPLICATION OF ENTERGY TEXAS g
FOR APPROVAL OF ITS TRANSITION g
TO COMPETITION PLAN AND THE g
PUBLIC UTILITY COMI%ISSpN TARIFFS IMPLEMENTING THE PLAN, 6
% cp
[f Q %")
AND FOR THE AUTHORITY TO g
OF TEXAS RECONCILE FUEL COSTS,TO SET g
g,C g
REVISED FUEL FACTORS, AND TO g
c
-2, RECOVER A SURCHARGE FOR g
T Tc M
UNDER-RECOVERED FUEL COSTS g
- $ $ 0
%o yJ, u 6
SECOND ORDER ON REHEARING l
His Second Order on Rehearing (Order) addresses the application filed by Entergy Gulf States,Inc. (EGS or the Company) on November 27,1996, in accordance with Paragraph 9b of the Stipulation and Agreement approved by the Commission in Docket No. I1292.3 Through this Order, the Commiuion adopts in part and modifies in part the Proposal for Decision (PFD) as corrected and the Supplemental Proposal for Decision (SPFD) issued by the State Office of Admini='rative Hearmgs (SOAH) Administrative Law Judges (ALJs) in late March 1998.2 L
Introduction ne SOAH ALJs conducted separate evidentiary hearings on the four component parts of this docket: fuel, revenue requirement, cost allocation / rate design, and competitive issues. After completion of the hearings and review of the record evidence, the ALJs recommended that the Commission order EGS to reduce its current Texas retail base rates by $137 million, which
' Application of Entergy Corporation and GulfStates Utilities Companyfor Sole, Transfer or Merger, Docket No. I1292,19 P.U.C. BULL 2040,2041 (Ordering Paragraph 5)(Dec. 29,1993).
- De Aus issued the PFD on March 25, 1998, as revised by clarifications, revised text, and revised schedules filed on June 4,12, and 16,1998. De ALJs issued the SPFD, which addresses supplemental fuel-related issues, on March 27,1998. De Commission considered the matters addressed in this Order at its open meetings convened on June 30, July 8 through 10, July 13, July 16, and July 22,1998. He Commission issued its " final" order in this docket on July 22,1998. De Commission considered motions for rehearmg at its open meetings convened on August 26, and October 8,1998. A more detailed procedural history of this case ic contained in Attachment A to the PFD and the Findings of Fact (FoF) and Conclusions of Law (col), as modified, contained m j
this Order.
l
\\
-F RBS Report Page 2 of 4 PUC DOCKET NO.16705 Second Ord:r es RiheariIg Prg3 91 cf1$6 SOAH DOCKET NO. 473-96 2285 Non-Reconcilable Fuel and Purchased Power Expenses 177.
It is reasonable to include non-reconcilable coal, gas, and purchased power expenses in the amount of $4,853,684 in cost ofservice.
Decommissioning Expense 178.
'Ihe cost to decommission the River Bend plant, adjusted for a ten percent ceiling value for contingencies, will be $385.2 million.
EGS' 70% share of this amount is
$269,640,000.
179.
Based on the Comminion's previous adoption of low level radioactive waste disposal costs at 7.5%, the fact that River Bend specific inflation factor has been very low in the past several years, and the fact that denmissioning does escalate at a rate higher than general inflation, a 4.81% ~=1= tion rate is reasonable.
180.
An 11.47% trust equity return and overall 6.6% return for the trust fund results fmm the most reasonable a=mament of return projections.
181.
Total company nomini decomminioning expense of $8,551,000 is EGS' reasonable and i
necessary share of River Bend decommissioning costs as evaluated in PFD fVII.B.
Depreciation Rates and Expense 182.
The total reasonable depreciation expense for EGS is stated on Commission Schedule 1.
Production Plant
! 83.
Because EGS has no specific plan to retire any generating unit soon, it is reasonable to assume that the units will be retired in the middle of the year, because they may, in fact, i
be retired at any time during the year.
184.
The retirement dates for planning purposes should be used for depreciation purposer, as well. The River Bend license expiration date of August 29,2025 should be used as the F
RBS Report Page 3 of 4 PUC DOCKET NO.16705 Seemd Order en R2h:crug Page 155 cf 156 SOAH DOCKET NO.473 96-2285 f
day of October 1998.
PUB LITY COMMISSION OF TEXAS k
I i
PAT WQOD,III, CHAIRMAN d/A WALSH MMI5SIDNER Q:\\~SH ARDORDERS\\FINAul 6000\\16705RH2. DOC i
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., -G RBS Report 356015 1JNITED STATES OF AMERICA Cr FEDEMI, ENERGY REGUIATORY COMMISSION
\\
Before Commissioners: Marthao.Nesse,Cha5rmans Anthony G. Sousa, Charles G. Stalon and Charles A. Trabandt.
I Gulf States Utilities Company
)
Docket Nes. ER86-558-Oo2, ER86-558-011 and ER86-558-013 ORDER CIARIFYING PREVIOUS ORDERS
'(Iscued May 18, 1988)
I on Fobruary 16, 1988, filed, a petition for clarification of cortain letterGulf States Utilitie
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State's) j orders approving settiaments in this proceeding. y orders approved settlement rates reflecting decommissioning The letter Deco =missioning Fund) adjusted for,a forty-year funding period expenses funded through an external fund (River Band Nuclear On March 2, 1988, Cajun Electric Power Cooperative, Inc.
i (Cajun) requested that the Commission explicitly recognize that its contributions to Gulf Statas have been, on the basis of unadjusted decommissioning expte decomm and that the instant order will have no application to the rates
- s, being charged to Cajun.
Discussion the amount of yearly decommissioning costs which it is en to collect.
Gulf States asserts that absent such cxpress reccgnition, the Internal "Revenua Service-(IRS) vill not pernit-its deduction or yearly cash contributions to the River Bend i
Nuclear Decommissioning. Fund.
of ruling amountaa from the IRS in order to take this de Gulf States further maintains that the IRS will not provide a taxpayer with a senedule of rulintlt amounts aunless a public utility conmission that establishes or approves rates for electric energy generated by the nuclear power plant to which the V
gas Gulf states Utilities Company, 40 FERC ! 61,081 (1987); GQ1f States Utilities company, 40 FERC 5 61 380 i
(1987); and Gulf States Utilities Cc=pany, 42 ETMC 1 61,098 (1988).
_m
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94,$ WISWp;2Wi:fi-M X '.%
. -G c.
RBS Report Page 2 of 6 358016 Docket Nos. ER86-558-oo2 and -011 and -013 nuclear decommissioning fund relatos has determined the amount of decommissioning costs of such nuclear power plant to be included in tha taxpayer's cost of service for ratemaking purpersc." 2/
culf States maintains that the commission's letter orders approving the settlements do not expressly address decommissioning costs,*althcugh the settlement rates which.the Co==ission has approvod are expressly based upon specified decommissioning costs.
Gulf Statas also claims that the ISS has deter =ined that tha cecmission's letter orders approving the settle =ents do not satisfy the require =ents of its regulations.
Wo are not convinced that the instant clarifications are noccscary.
It appears that Gulf' States has never submitted to the IRS'the letter orders approving the settic=cnts that specified tho amount of deco =misoi'oning costs that vill be reficcted in Gulf Statos' wholesale ratos.
Eased on Gulf States' filing it appaars that they requested approval from the IRS on' June 24, 1987 2/
The letter orders.vero not issued until July 22 dnd September 25, 1987 and January 31, 1988, respectively.
Wo believe that had Gulf States properly submitted the lotter orders that are the subject of our order today to the IRS that no clarification of thasa orders would be necessary.
We chall nevertheless grant the requests of Gulf States and Cajun.
In approving the settldments reached in this docket the Commission has authorized Gulf States.to roflect in ite
~
]> vholesala rates yearly deco==issioning costs of $112,914.
We believe sucn action to be in the public intorest to allev Gulf States to receive the proper tax deduction for its yearly cash contributions to the River Band Nuclear Decommissioning Fund.
This order vill also have no application to the rates being charged to Cajun.
The consission orders:
The Gulf Statos 8 and Cajun's~ requests for clarifiestion are horeby granted.
By the co= mission.
(SEAL) k Lois D. Cashell, Acting Secretary.
2/
Egg Petition for Clarification at 3-4, quoting Temp.
Treas. Reg. I 1.468A-3T(g) (1986).
af Egg letter of September 22, 1987 of Willian J. Dwyer, Chief, Branch 6 Corporation Tax Division. IRS at 1.
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's.q'M44,hb4LW4 -l-3 e.3
, -G RBS Report Page 3 of 6 FEDERAL ENERGY EEGULATORY COMMISSION IRS Schedule Of Ruling Ancasts, dated May 22, 1989 pw
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.,6, ar;.p Internal Revenue Servic]
Departmentof theTreasury RO. Box 7604 -G nMn SMon RBS Ryon Index No.: 0468A.10-03 w shogton,DC20044 Page 4 of 6 Person to
Contact:
B.J.
Willis, Vice President Martin Schaffer and Contro11er Telephone Number:
Gulf States Utilities Co.
(202) 566-6589 350 Pine St.,
P.O. Box 2951 Refer Reply to:
Beaumont, TX 77704 CC:P&SI:6 TR-31-824-89 Date:
g g gg In re: Schedule of Ruling Amounts Gulf States Utilities Co.
River Bend Nuclear Power Plant Company:
Gulf States Utilities Co.
EIN: 74-0662730 Plant:
River Bend Nuclear Pcwer Plant (a 940MW boiling water reactor)
Location:
Just south of St. Francisv111e, LA (28 miles north of Baton Rouge, LA)
Utility:
Cajun Electric Power Cooperative Commission A:
Federal Energy Regulatory Commission Commission B:
Public Utility Commission of Texas Commission C:
Louisiana Public Service Commission Stato A:
Texas State B:
Dear Mr. Willis:
This is in response to your request dated February 24, 1989, for a revised schedule of ruling amounts.
Information was submitted by the Company in accordance with section 1.468A-3(h)(2) of the Income Tax Regulations.
The facts as represented by the Company follow.
The Company, incorporated in State A, is an electric utility operating in States A and B.
The Company owns 70 h.k
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. -G RBS Report Page 5 of 6 TR-31-824-89 percent of the Plant as a tenant in common.
The Utility owns the other 30 percent.
The Plant began commercial operations on June 16, 1986, and its operating license is scheduled to expire on August 29, 2025.
The rates for electric energy generated by-the Plant are established by Commissions A, B,
and C.
The Internal Revenue Service approved a schedule of ruling amounts within the jurisdiction of Commission B on November 15, 1988, and within Commission C's jurisdiction on September 27, 1988.
The original schedule of ruling amounts under Commission A's jurisdiction was approved by the Internal Revenue Service on September 27, 1988.
However, the Company failed to make a contribution to the nuclear decommissioning fund for the year 1986 with thirty days of receipt of the approved schedule, as required by section 1.468A-8(b)(2) of the rbgulations.
This failure shortened the funding period, as defined in section
- 1. 468A-3( c )( 1), and thus changed the qualifying percentage, as defined in section 1.468-3(d)(4).
By orders dated July 22, 1987, September 25, 1987, January 21, 1988, and May 18, 1988, Commission A (jurisdictional percentage: 5.6358 percent) determined the amount of decommissioning costs to be included in the Company's cost of service for ratemaking purposes.
There is no proceeding pending before Commission A that may result in an increase-or decrease in the amount of these decommissioning costs.
The estimated cost of dec m 1seioning the Plant is
$201,406,000 in 1985 dollars.
This estimate, based on the prompt removal / dismantlement method of decommissioning, was calculated by a site-specific engineering study ordered by the Company.
The Company's share of the total estimated cost of decommissioning is $140,984,200, and its Commission A jurisdictional share is $7,945,588.
Based on_an assumed inflation rate of four omrcant, the sm
/ total cost of decommissioning expressed in future dollars is
$966,950,206.
The Company's share _of this amount is
$676,865,144.
The Commission A jurisd f.ctional amount is
$38,146,766.
ihh Using an assumed after-tax rate of return of nine y
percent, CcmmiTsaion A determined the amount of decommissioning
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$-1TM 3$$
. - ?.-.m..
. -G RBS Report Page 6 of 6 TR-31-824-89 costs to be included in the Company's 1988 cost of service annual share of the total estimated costs) to
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b The estimated year in which substantial decommissioning costs will first be incurred is 2026.
The estimated year in which decommissioning of Plant will be substantially complete is 2031.
j The first taxable year for which a deductible payment was made to the nuclear decommissioning fund is 1988.
The taxable year that includes the estimated date on which decommissioning
)
costs will no longer be included in the Company's cost of service is 2025.
The taxable year that includes the estimated date on which the Plant will no longer be included in the Company's rate base is 2026 (January 1).
The funding period, the level ft.tding limitation period,
)
and the estimated period over which the nuclear i
f decommissioning fund is to be in effect all are 38 years.
The estimated useful life of the Plant is 40 years.
The Company's qualifying percentage is 95 percent.
Section 88 of the Internal Revenue Code provides that a taxpayer who is required to include nuclear decomissioning costs in its cost of service for ratemaking purposes shall include this amount in its gross income.
Section 468A(a) of the Code provides that a taxpayer may elect to deduct the amount of payments
~
to a qualified nuclear decommissioning fund.
However, a xion 468A(b) limits the amount paid into the fund for any tal;ble year to the lesser of the amount of nuclear decomissioning costs allocable to the fund which is included in the taxpayer's cost of service for ratemaking purposes for the taxeble year or the ruling amount applicable to this year.
Section 468A(d)(1) of the Code provides that no deduction shall be allowed for any payment to the fund unless the taxpayer requests and receives from the Secretary a schedule of ruling amounts.
The " ruling amount" for any taxable year is defined under section 468A(d)(2) as the amount which the Secretary determines to be necessary to fund that portion of nuclear decommissioning costs which bears the same atio to the total nuclear decommissioning costs in regard ta the
@y,,
i"' >
nuclear power plant as the period for which the decommissioning fund is in effect bears to the estimated
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L
.H RBS Repon Pace 1of54 THIRD AMENDMLNT TO DECOMMISSIONTNo TRUST ACREEMENT nis THIRD AMENDMENT TO DECOMMISSIONING TRUST AGREEMENT
(" Third Amendment") made effective as of the ffh day of March,1998 by and between Entergy Gulf States, Inc. (the " Company"), and Mellon Bank, N.A.(the " Successor l
Trustee").
WHEREAS, on March 15, 1989, the Company and Morgan Guaranty Trust Company of New York (the " Trustee") entered into a Decommissioning Trust Agreement (the " Trust Agreement"), which provided for the establishment and maintenance of a nuclear decommissioning reserve fund (the " Trust Fund") to hold and invest revenues collected by the company for the decommissioning of Unit No. I of the River Bend Steam Electric Generating Station; and WHEREAS, as of April 8,1992, in connection with the promulgation of certain rules by the Public Utility Commission of Texas applicable to the investment or reinvestment of funds held under the Trust Agreer.nent, the Company and the Trustee entered into Amendment No. I to Decommissioning Trust Agreement (the "First Amendment") adding Section 2.11, " Additional Regulatory Requirements," to the Trust Agreement; and WHEREAS, as of November 1,1995, in connection with the appointment of Mellon Bank, N.A. as Successor Trustee, the Company and the Successor Trustee entered into the Second Amendment to Decommissioning Trust Agreement (the "Second Amendment"); and 4
-H RBS Repon
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Pace 2 of 54 WHEREAS, Section 2.08 of the Trust Agreement authorizes the Company with the consent of the Trustee to make amendments to the Trust Agreement from time to time to effectuate the purposes of the Trust Agreement and to comply with any order or requirement of a regulatory authority having jurisdiction over the Company's nuclear i
decommissioning reserve funds; and WHEREAS, the Public Utility Commission of Texas has promulgated certain additional rules which, among other things, require that the Trust Agreement be further amended to expressly provide that the Trust Agreement will comply with all applicable requirements of the Nuclear Regulatory Commission.
NOW THEREFORE, the Company and Successor Trustee agree as follows:
1.
Section 2.11 of the Trust Agreement, as heretofore amen 6ed by the First Amendment and the Second Amer.dment, is further amended atd restated, as of the Effective Date, to read in its entirety as follows:
2.11 Additional Renulatory Reauirements. (a)
If and to the extent the Trustee or an Investment Manager is responsible for investment of assets comprising a part of this Trust, then the Trustee or the Investment Manager, as appropriate, shall have a continuing duty to review the portfolio ofinvestments of those assets for compliance with the terms of this Agreement and the written
}
investment guidelines furnished to the Trustee or the Investment Manager by the Company.
I 2
I c
I -H
~
RBS Report Pace 3 of 54 (b)
The Trustee shall not lend funds from the Trust to itself, its otTicers or directors.
(c)
Neither the Trustee nor any Investment Manager sha!! invest or reinvest funds held under the Trust in instruments issued by the Trustee or the Investment Manager, respectively, except for time deposits, d:: mand deposits or money market accounts of the Trustee or the Investment Manager, as appropriate, and then only if permitted by written investment guidelines furnished by the Company.
(d)
The assets held under this Trust shall be invested with a goal of earning a reasonable return commensurate with the need to preserve the value of the assets of the Trust. Subject to the provision of the Internal Revenue Code of 1986, as amended, regarding Qualified Subaccounts, the Company. agrees to provide - the Trustee and any Investment Manager with written investment
(
guidelines directing the Trustee and any Investment Manager to invest the assets of 1
the Trust in accordance with the governing regulations promulgated from time to time by any applicable regulatory authority.
(e)
The Agreement shall comply with all applicable requirements of the Nuclear Regulatory Commission.
Except as otherwise expressly modified herein, the Trust Agreement, as previously 2.
amended, shall remain in full force and effect.
i O
3 L
-H
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RBS Report Page 4 of 54 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the day and year first above Written.
ENTERGY GULF STATES, INC.
By: -hT (
Title:
i'.,
i,,,. V 2 (!1
_ An tigfal,
Date:
L, t
/. e, e U
/
i i
i MELLON BANK, N.A.
f By:
c.,
Title:
Ffrne Vice President Date: March 2, 1998 l
1 I
e ee i
4 e
V
- -H RBS Report STATE OF LOUISIANA PARISH OF ORLEANS i
Personally came and appeared before me, the undersigned authority, in and for the jurisdiction aforesaid,8he.lh G. Cw.n ha m.Tr.
. who acknowledged to me that he is \\l st e P terds aT of Entergy Gulf States, Inc., and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation, having been duly authorized to do so.
t Given under my hand and seal ofoffice on this the.2.b day of Fe 6r=ry.
.if9t 1998.
!/
I
$bl N6TARY PUBLIC My Commission is issued for life.
COMMONWEALTH OF PENNSYLVANIA s
COUNTY OF ALLEGHENY Per.mnally came and appeared before me, the undersigned authority, in and for the
)
jurisdiction aforesaid, Cu;c, /
J.
74, ~. s
, who acknowledged to me that heis Xor lh o Aw,A r
_ ofMellon Bank, N.A. and that he signed.and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation, having been duly authorized to do so.
j Given under my hand ami seal ofoffice on this the 2.
day of % 4, I
s L f l l (. J'l kV (Ll* b 5 E -
NOTARY PUBLIC Notcn.21 Seal 1
I My Commission Expires:
Denise Appergmay Pgfic My ComfIis56n EOrcs Cec. ) i995 Warce.Pemsykcnia Asse cfl'.%w 5
L
-H RBS Report Page 6 of 54 SECOND AMENDMENTTO DECOMMISSIONING TRUST AGREEMENT This Second Amer.dir.ent to Decommissioning Trust Agreement ("Second Airs.dwn") made effective as of the 1st day of November,1995 States Utilities Company (the " Company"), and Mellon Bank, Trustee").
WHEREAS, on March 15, 1989, the Company and Morgan Guaranty Trust Company of New York (the " Trustee") entered into a Decomm (the " Trust Agreement"), which provided for the establishment a nuclear decommissioning reserve fund (the " Trust Fund") to hold collected by the Company for the decommissioning of Unit No.1 of Electric Genersung Station; and WHEREAS, as of April 8,1992, in connection with the promulgat mies by the Public Utility Commission of Texas applicable to the inv reinvestment of funds held under the Trust Agreement, the Compan entered into Amendment No. I to Decommissioning Trust Agreement Amendment"); and
)
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WHEREAS, the Company wishes to remove the Trustee, continue t Trust Fund, and appoint Mellon Bank, N.A. as Successor Trustee; and j
WHEREAS, Mellon Bank, N.A. is a national banking association and has full power and authority to enterinto this Second Amendment; and WHEREAS, Mellon Bank, N.A. is willing to serve as Successor Trust terms and conditions herein set forth; NOW, THEREFORE, the Company and Mellon Bank, N. A. agree as folloI i
1.
In accordance with section 6.01 of the Trust Agreement, as amen First Amendment, the Company hereby appoints Mellon Bank. N.A. as Succ of the Trust Fund, and Mellon Bank N.A. hereby accepts such appointment.
2.
" Successor Trustee" shall mean Mellon Bank. N. A. and any successo L
p,....
. -H RBS Report Page 7 of 54 3.
"First Amendment" shall mean the Tmst Agreement, as a Amssda.c.; No. I to Decommissioning Trust Agreement made effec 4.
The Company and the Successor Trustee agree to be bound the First Amendment, with the following modifications:
The definitions of " Contribution," " Investment Account," and a.
Article I of the First Amendment are hereby amended b "Tmstee" with " Successor Trustee."
b.
All pertinent sections of the First Amendment are hereby replacing " Trustee" with " Successor Trustee" unless the requires otherwise.
Section 2.01 of the First Amendment is hereby amended by c.
following additional sentence at its conclusion:
"The assets of the Qualified Fund may be used only in a manner authorized by Section 468A of the Code and the regulations there d.
Section 2.03 of the First Amendment is hereby amended to pro
~
follows:
"Accentanes of Act,c,i..i...ent. Upon the terms and conditions herein set forth, Mellon Bank, N.A. accepts the appointment as Successor Tm of this Trust and each of the Funds. Notwithstanding its accepta this appointment, the Successor Trustee shall not be responsible f adequacy of the assets of the Trust to pay amounts reflecte Certificate and shall make such payments only to the extent of the of the Tmst.
The Successor Trustee shall receive any Contributions transferred to it by the Company and shall hold, manage, invest and administer such Contributions, together with earnings and apprec thereon. Notwithstanding the foregoing sentence, the successor Tru 1
is under no duty to compel the Company to make any Contribution i
the Trust or to inquire into or otherwise verify the correctness or amount of any such Contribution."
Section 2.08 of the First Amendment is hereby amended by addin e.
following additional sentence at its conclusion:
"The Agreement cannot be amended to violate Section 468A of the Code or the regulations thereunder
4 f.
The sbcth sentence of Section 7.01 of the First Amendment is he amended to provide as follows:
2 L
-H RBS Report Pace 8 of 54 "An Investment Manager shall certify in writing to the Tr registered under the Investment Advisers Act of 1940, defined in that Act, shall accept its appointment as I instructions or directions to the Trus signatures, and shall undertake to perform the duties im an Investment Manager Agreement."
Add a new Section 8.09 to provide as follows:
g.
"Lenal Proceedinns.
To commence or defend suits or legal proceed and represent the Fund in all suits or legal proceedings i before any other body or tribunal as the Trustee shal protect the Fund.
fiduciary powers granted to the Truste over assets managed by an Investment Manager, and the Com not othenvise direct the Trustee in the exercise of such power, Trustee shall exercise such power at the direction of the Inve Manager,"
{
h.
Paragraph (1) of Section 9.02 of the First Amendment is he to provide as follows:
"Unless such investment is permitted to be made by Section 468A(eX4Xc) of the Code, the regulations thereunder, and any applicable successor provisions; or" i.
Section 9.05 of the First Amendment is hereby amended b t
following wording to the end of the last sentence:
"; and to hold uninvested cash in its commercial bank or that of a affiliate, as it shall deem reasonable or necessary; and to settle investments in any collective investment fund including a collect investment fund maintained by the Trustee or an affiliate a e
agents and sub-trustees; provided that to the extent that any investme is made in any such collective investment fund, the terms of the trust indenture shall solely govern the investment duties, responsib and powers of the trustee of such collective investment fund and,
extent required by law, such terms, responsibilities and powers shall be incorporated herein by reference and shall be a part of this Agre and provided further that the Company expressly understands and that any such collective investment fund may provide for the lend its securities by the collective investment fund trustee and that such collective investment fund trustee will receive compensation for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the collective investmen 3
L
-H RBS Report Page 9 of 54 fund trustee for the management of such fund: to purchase or index futut e contracts from time to time only to provide liqu flows, and reduce tracking error due to dividend accruals.
Notwithstanding anything else in this Agreement to the including, without limitation, any specific or general power the Trustee and to the Investment Managers, including the p invest in real property, no ponion of the Fund shall be investe For this purpose "real estate" includes direct interests in rea estate.
propeny, leaseholds or mineral interests."
j.
Section 10.04 of the First Amendment is hereby amended to p follows:
"Any notice required by this Agreement 'o be given to the C the Successor Trustee shall be deemed to have been properly i
mailed, postage prepaid, by registered or cenified mail, to the pe be notified as set fonh below:
If to the Company:
Gulf States Utilities Company P.O. Box 61000 New Orleans, Louisiana 70161 Attention: Steven C. McNeal If to the Successor Trustee:
i Mellon Bank, N. A.
One Mellon Bank Center i
Room 3346 Pittsburgh, Pennsylvania 15258-0001 i
Attention: Earl G. Kleckner The Company or the Successor Trustee may change the above address by delivering notice thereofin writing to the other party."
k.
Section 10.06 of the First Amendment is hereby amended by re "New York" with " Texas".
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V 1 -11 RBS Report Pace 10 of 54 IN WITNESS WHEREOF, the panies hereto have caused this Second Amendm to be duly executed by their respective authorized officers as of the effective date in
(
on the first page hereof.
GULF STATES UTILITIES COMPANY MELLON BANK, N.A.
Successor Tmstee
{
By:
By:
Willi &m J egait, Jr.
j
Title:
Vice President and Treasurer
Title:
t):cc kusow r Date:
Oc e $t.e ll; li 7I Date:
Oedk M /9V l
4 i
5
-H RBS Report Page 11 of 54 STATE 01: LOUISIANA PARISH OF ORLEANS Personally came and appeared before me, the undersigned a jurisd;Gion aforesaid, v/< t L i 4 A
, /.
2es44 3a.
who
='-+./dged to me that he is vie er poemama r E rresAsuese of instrument on the day and year therein m
. w. don, having first been duly authortzed so to do.
Given under my hand and official seal on this the u day of oc r 19E.
o a., j NOTARY PUBLIC My Commission is issued for life.
COMMONWEALTH OF PENNSYLVANIA COUNTY OF ALLEGHENY Personally came and appeared before me, the undersigned auth thejurisdiction aforesaid, Fkr/
K/scA+ ' e me that he is Urce Flc.crioW
. who acknowledged to of Mellon Bank, N.A. and that he signed and delivered the foregoing instrument on the day a mentioned as the act and deed of said corporation, having first been j
so to do, j
Given under my hand and official seal on this the %# day of _ OcI4 I
i 19 f f Q ' u.e. u. 0 5 'u J u u x NOTARY PUBLIC My Commission Expires: }
- ce 6
L=
u
' Attachment 3-H RBS Report Pace 12 of 54 l
l AMENDMENT NO. 1 TO j
GULF STATES UTILITIES COMPANY DECOMMISSIGNING TRUST AGREEMENT FOR RIVER BEND UNIT NO.1 Dated: April 8, 1992 l'
l i.
l 1.
)
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1 -H RBS Repon Page 13 of 54 AMENDMENT NO. 1 TO DECOMMISSIONING TRUST AGREEMENT W\\ THIS AMENDMENT NO.1 TO TRUST AGREEMENT made this day of JaccF,' 1992 (the " Effective Date"), by and between Gulf States Utilities C
..any, a corporation (the
" Company"),
and Morgan j
Guaranty Trust Company of New York, a bank having trust powers (the
" Trustee").
RECITALS OF THE PARTIES
- WHEREAS, the Company and the Trustee have executed that i
certain De..r mmissioning Trust Agreement dated as of March 15, s
1989 (the " Trust-Agreement"); and WHEREAS, the Trust Agreement. establishes trust (s) for the collective investment of the-assets of the qualified and non-qualified nuclear decommissioning reserve funds to be utilized for the Company's ownership interest in the River Bend Unit No.
1; and WHEREAS, Section 2.08 of the Trust Agreement authorizes the Company with the consent of the Trustee to make amendments to the Trust Agreement from time to time to effectuate the purposes of the Trust Agreement and to comply with any order or requirement of a regulatory authority having jurisdiction over the Company's nuclear decommissioning reserve funds; and
- WHEREAS, the Public Utility Commission of Texas has i
promulgated certain rules which are applicable to the Trust Agreement and which require that the Trust Agreement be amended in j
certain respects.
NCW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS AMENDMENT NO. 1 TO TRUST AGREEMENT WITNESSETH:
) -H RBS Report Pace 14 of 54 1.
All capitalized terms which are used herein without being defined will have the same meanings as set forth in the Trust Agreement.
2.
Article II of the Trust Agreement is amended as of the Effective Date through addit 19n o' the following section:
2.11 Additional Regulatory Requirements. (a) If and to the extent the Trustee or an Investment Manager is responsible for investment of assets comprising a part of this Trust, then the Trustee or the Investment Manager, as appropriate, shall have a continuing duty to review the portfolio of investment of those assets for compliance with the terms of the Trust Agreement and the written investment guidelines furnished to the Trustee or the 1
Investment Manager by the Company.
(b) The Trustee shall not lend funds from this Trust to itself, its officers or directors.
I (c) Neither the Trustee ner any Investment Manager shall invest or reinvest funds held under this Trust in instruments issued by the Trustee or the Investment Manager, respectively, except for time deposits, demand deposits or money market accounts of the Trustee or the Investment Manager, as appropriate, and then only if permitted by written investment guidelines furnished by the Company.
(d)
The assets held under this Trust shall be invested with a goal of earning a reasonable return commensurate with the need to 3 -H RBS Report Pace 15 of 54 preserve the value of the assets of this Trust.
Subject to the provisions of the Internal Revenue Code of 1986, as amended, regarding Qualified Subaccounts, the Company agrees to provide the Trustee and any Investment Manager with written investment guidelines directing the Trustee and any Investment Manager to invest the assets of this Trust in accordance with the governing regulations promulgated from time to time by any applicable regulatory authority.
3.
Except as herein amended, the Trust Agreement shall remain in full force and effect as executed.
IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to be executed by their respective duly authorized officers as of the day and year first above written.
GULF S '
)
/
/
By :'
s C.
ack L. Schenck, Senior Vice
{
President and Chief Financial j
Officer MORGAN G'JARANT! TR ST COMPANY OF NEW Y RK By:
k W
d\\Q Thomas Pe$nice, Vice President
, -H RBS Report Pace 16 of 54 THE STATE OF TEXAS S
COUNTY OF JEFFERSON S
BEFORE ME, the undersigned authority, on this day personally appeared Jack L.
- Schenck, Senior Vice President and Chief Financial Officer of Gulf States Utilities Company, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated as the act and deed of said Corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the 1992.
day of Meeeh, 3N
.,, nw wa*+~~4 l
E e
l sianortaAs y
Notary Public, State of TGxas
{ ;
wy cama r.am Apr.n.1ses {
,pg 4 w = =
A
=
THE STATE OF NEW YORK S
COUNTY OF NEW YORK S
BEFORE ME, the undersigned authority, on this day personally appeared Thomas Pernice, Vice President of Morgan Guaranty Trust Company of New York, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed..and in the capacity therein stated as the act and deed of said Bank.
Y GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the h day of March, 1992.
hffi
);y j Y.
b 4> CW"Y ytaryPublfW,/Sta of New Yo g LAUP.A t1 UJtCANN Notary Puh.ic. E.2.s.:i t:cw Yorft.
C:. 400103 Qualified in Sdbfk County Cenibetto tac.1 i.! i:s:/ *.' ark County Comminion D;mee k;,t. 30,19M )
r -H RBS Repor2 Pace 17 or54 FYHTBIT B l
SCHEDULE OF MONTHLY CONTRIBUTIONS TO GULF STATE 8 UTILITIES CONPANY DECOMMISSIONING TRUST FOR i
RIVER BEND UNIT NO. 1 Y
On February hq, 1992, Gulf States Utilities Company (the
" Company") shall cause to be delivered by check to Morgan Guaranty Trust Company of New York (the " Trustee"), pursuant to the Gulf States Utilities Company ' Decommissioning Trust Agreement made effective March 15, 1989, the sum of $246,338 for deposit in the Subaccounts of said Trust as set out in Attachment i hereto.
By i
its signature below, the Trustee hereby acknowledges receipt of the 4
February 2Q, 1992 contribution to the Trustee.
MORGAN GUARANTT RUST COMPANY OF NEW YORK By:
iN i
g Its:
SE prest bCMT Dated:
February 1992 l
l
[ -11 RBS Report Pace 18 of 54 t
DECOMMISSIONING TRUST AGREEMENT l
WD TRUST AGREEMENT made this SA~ day of December,1997 by and between CAJUN ELECTRIC POWER COOPERATIVE, INC., an electric cooperative corporation organized under the laws of the State of Imulsiana, having its principal place of I
l business at Baton Rouge, louisiana, appearing by and through Ralph R. Mabey, its Chapter l
l 11 Trustee (hereinafter referred to as the "Settlor") and MELLON BANK, N.A., a banking i
association organized under the laws of the United States, having its principal place of I
business at Pittsburgh, Pennsylvania (hereinafter referred to as the " Trustee").
WHEREAS, the Settlor owns an undivided thirty percent (30%) interest in River Bend Nuclear Generating Unit I located in West Feliciana Parish, Louisiana (" River Bend") (the Settlor's interest in River Bend shall be referred to as the " Cajun River Bend Interest");
WHEREAS, the Settlor entered into that certain Nuclear Decommissioning Trust Fund Agreement, dated as of December 2,1988, pursuant to which a trust (the i
" Existing Tmst") was established for the purpose of discharging certain obligations of the Settlor with respect to the decommissioning of River Bend, and the Settlor now wishes to revoke the Existing Trust; WHEREAS, the Settlor has entered into a settlement agreement (the
" Settlement Agreenant") with Entergy Gulf States, Inc. ('EGSI"), and the Rural Utilities Services of the United States Department of Agriculture ("RUS"), a copy of which is attached as Exhibit 'A';
11T.570TW/QM40/012W19C/19"J34.3 l
k A
l -H l
RBS Report Pane 19 of 54 i
WHEREAS, the Settlement Agreement was approved by the United States 1
Bankruptcy Court for the Middle District of14uisiana on August 26,1996; WHEREAS, in accordance with the Settlement Agreement, in satisfaction of the Settlor's obligation to decommission the Cajun River Bend Interest, the Settlor shall establish a trust for the payment of expenses in connection with decommissioning of the Cajun River Bend Interest, which tmst shall be funded with $125,000,000 in 1995 dollars, including any remaining assets in the Existing Tmst and shall transfer the Cajun River Bend Interest; WHEREAS, pursuant to the Settlement Agreement and an order of the Nuclear Regulatory Commission, EGSI will assume the liability for decommissioning the Cajun River Bend Interest to the extent th.' such liability exceeds the assets of the trust established hereunder.
WHEREAS, pursuant to the Settlement Agreement approved by the Bankaptcy Court for the Middle District of Louisiana the Settlor is required to establish a separate tmst for the holding of funds for the payment of the expense of decommissioning the Cajun River Bend Interest; WHEREAS, the Settior has selected the Tmstee to be the trustee under this Agreement; and WHEREAS, the Trustee is willing to act as trus*ee.
NOW, THEREFORE, in consideration of the mutual promises contained herein the Trustee agrees to have and to bold such assets and to invest and reinvest such j
11* J*Ulw/03%WOt2/W'Y/16.3
)
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l 1
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.. -H RBS Report Pace 20 of 54 assets and to pay or distribute as provided herein, IN TRUST, for the uses and purposes and upon the terms and conditions hereafter set forth:
1.-
Defittitions. As used in this Agreement, the following tenns (regardless of whether defined in the plural or singular form) shall have the meanings provided below, unless the context requires otherwise:
1.1
" Decommissioning" shall mean all actions taken to render the River Bend nuclear power plant pennanently inactive, inoperable and free of radioactive materials.
The term Decornmluioning is intended to be comprehensive and include, without limitation, the entombment, decontamination, dismantlement, removal and disposal of structures, systems and components of the River Bend nuclear power plant in order to permanently cease the nuclear generstion of electric energy, including all actions necessary to biing the plant site to "greenfield" status and any other item included in a study accepted and approved by regulatory authorities of competentjurisdiction as a basis for tertaination of operations under the license to own or operate River Bend. The term also includes preparation for decommissioning, such as engineering and other planning activities, and all associated activities to be performed after the actual diamantlement occun such as physical security and radiation monhoring. The term also includes activities associated with spent fuct storage including the construction, operation and dew-sissiocing of on-site storage facilities, disposal, storage, transfer, transportation and removal of low level waste, as well as future obligations whh respect to decontamination and decommissioning of the Department of Energy's uranium enrichment facilities. Also included is the preparation of studies and supporting documentation required by regulatory authorities. The foregoing specification is imwmw.ommseam.s 3
-H RBS Report Pace 21 of 54 not intended to form a basis for excluding any action or cost legitunately part of deammt=ioning and returning the site to "greenfield" states because of the failure to separately identify or to fall within a category specifically identified.
1.2
" Engineer" shall mean the person designated pursuant to Section 5.1 hereof. Such person may be, but is not required to be, an employee of EGSI.
- 1.3 "KnMr's Certificate" shall mean a written cenificate issued pursuant to Section 5.1 hereof authorizing the Trustee to disburse funds from the Trust Fund for Nuclear Decommissioning Costs.
1.4
" Investment Manager" shall mean initially Phoenix Duff & Phelps Investment Advisen as to fixed income investments and Mellon Bank, N.A., as to equity assets and any subsequent fiduciary:
(a) which either has or will be engagczi in accordance with the provisions of Section 4.2, to manage, acquire or dispose of any asset of the Trust; and (b) which is:
(i) a registated investment advisor under the Investment Advisen Act of 1940, or (11) a bank, as defined in that Act, or (iii) an instuance company 9"- fied to perform services described in (a) under the laws of more than one state; and (c) which has acknowledged, in writing, that it is a fiduciary with respect to the Trust and has agreed to be bound by all of the terms and provisions of this Agreement.
Cm/97tJfWfoB%Qt01TMacilfJ104.3 4
-H RBS Report Pace 22 cf 54 1.5
" Nuclear Decommissioning Costs" or " Decommissioning Costs" shall mean the funds erradad to perform Decootminioning. The tenn includes expenditures (whether they are teated as capital items or expense iterns for ngulatory, financial, or tax accounting purposes) for the purpose of Decommissioning River Bend.
1.6
" Permitted Investments" shall mean any investments described in Section 4.3.
1.7
" Trust" shall mean the Trust created by the Sertlor pursuant to this Agnement.
1.8 "Trun Fund" shall mean the fund created pursuant to Section 2 hereof.
2.
Estabilch===t of Tmet. The Settlor and the Trustee hereby establish the Trust located in the Uni:ed States and i%nt of the Settlor, EGSI and RUS and their affiliates for the pmdent expenditure of Nuclear Decommissioning Costs for the Cajun River Bend Interest and for administrative and incidental expenses including, but not limited to, Federal, state or local taxes, interest and penalties imposed on the income or assets of the Trust Fund. The Trust Fund created hereby shall be designated as the Trust Fund and may from time to time be referred to as the " Cajun River Bend Interest Decommi.tsioning Trust Fund."
3.
Revacah111tv and Ter ni==+1on 3.1 Revocation. The Trust created by this Trust Agnement is expressly declared irrevocable except u otherwise specifically provided in this Trust Agreement.
3.2 Termination. This Trust Agnement shall termiwe and shall be of no further force and effect upon the earlier to occur of:
w:ammwwwnuscimea i
l 5
l i
J
-H RBS Report Pace 23 of 54 (a) the completion of the Decommissioning of River Bend, as evidenced by an Engineer's Certificate that no further disbursements from the Trust will be requested due to such completion; or
]
(b) the expiration of twenty (20) years and six (6) months after the death of the last survivor of the officers of EGSI and its affiliates and each of their descendants who are living on the date of this Agreement.
Upon tennination of the Trust pursuant to Section 3.2(a), any amounts remaining in the Tmst Fund after Decommissioning has been completed in excess of amounts actually expended for Decommissioning, less final Trust administration expenses and acemed Federal, state and local taxes with respect to the income and assets of the Trust Fund, shall be paid by the Tmstee directly to RUS. Upon termination of the Trust pursuant to Section 3.2(b), any amounts remaining in the Trust Fund shall be distributed to EGSI or its successor in interest with respect to River Bend, which amounts shall be held in trust pursuant to a trust agrecant with EOSI or its succe:sor in interest and an independent trustee with substantially similar terms as set forth in this Agreement, to be used to pay for the Decommissioning of the Cajun River Bend Interest, and all amounts thereafter remaining after completion in excess of amounts actually expended, shall be paid to RUS. "Ibe Trustee hereby agrees to execute any and all documents as may be necessary to effect any transfer el Trust assets upon terinination of the Trust as contemplated in this Section 3.2.
4.
InvestmentA 4.1 Trustee's Authority Concernine In%L=de. Subject to the provisions of Section 4.2 and 4.3, hereof, the Trustee shall invest the Trust Fund over the 12/221'7/7tW/0374QT!2/W13Cnt2CM.3 6
-- -H RBS Report Pace 24 of 54 life of the Trust, giving considention to liquidity, risk, diversification and other prudent investment objectives, and the Trustee shall not manage, control, use, sell, dispose of, or otherwise deal with the Trust Pund, except as expressly permitted by the tenns of this Agreement. The Trustee shall allocate investments between fixed income assets and equity assets in accordance with instructions provided by EGSI and RUS, which instructions may be based on the results of an appropriate investment allocation study. The Trustee must exercise the standard of care that a prudent investor (as described in Restatement (Third) of Trusts Section 227 (1992)) would use in the same circummances. The Trustee and any employee or affiliate of the Trustee may serve as an Investment Manager.
4,2 Inw =: Manager. The Trustee shall establish a~t maintain such separate accounts in accordance with the instructions of BGSI and RUS as EGSI and RUS deem necessary for the proper investment or administration of the Trust Fund, or as determined to be -mary by the Trunee. As to any such separate account, EGSI and RUS may designate to the Trustee that the assets allocated to such account shall be under the investment control of such Investment Manager as EGSI and RUS may detennine. Such accounts shall be subject to the genent terms of this Agreement, unless the Trustee is notdied of a contrary intent by EGSI and RUS in writing.
. Upon the engagement of an Investment Manager by EGSI and RUS, they shall so notify the Trustee and instruct. the Trustee in writing to separate into a separate account those assets as to which the Investment Manager has discretion and control. The Investment M.ager shall designate in writing the person or persons who are to represent the Investment Manager in dealings with the Trustee. Upon the separation of the assets in accordance with l
w22mmwaiect2acscar.oMJ l
7 t
- -H RBS Report Page 25 of 54 the instructions of EGSI and RUS, the Tmstee shall thereupon be relieved and released of all investment duties, responsibilities and !iabilities nortnally and statutorily incident to a tmstee as to such separate account, and, as to such separate account, the Trustee shall act as custodian. "Ite Trustee shall be indemnified and held harmless fmm liability and expense incident to any act or failure to act by reason of the Trustee's reliance upon or compliance with instructions issued by any Investment Manager. With respect to the assets designated under the control of an Investment Manager, the Trustee shall take no action with respect to the discretionary investment powers provided in thls Agreement without receipt of written directions of the Investment Manager. Unless specifically denied in writing, the Trustee, as custodian, may hold the assets of such separate account in the name of a nominee or nominees Any indemnification due to any Investment Manager under this Agreement or under any Investment Management Agreement entered into between an Investment Manager and EGSI and RUS is payabie out of, and only out of, the assets of the Trust.
(a)
Should the Investment Manager at any time elect to place security transactions directly with a broker or dealer, the Trustee shall not recognize such transaction unless and until it has received instrusas or confirmation of such fact from the Investment Manager. Should the Investment Manager ducct the Trustee to utilize the services of any person with regard to the assets under its management or contml, such instructions shall be in writing and shall specifically set forth the actions to be taken by the T:vstee as to such services.
(b)
In the event that an Investment Manager places security transactions directly or directs the utilization of services of any person, the InYCstmCnt Manager shall be w mnwaumsmucmaua
)
8 1
-11 RBS Report Pace 26 of 54 solely responsible for the acts of such persons. 'Ihe sole duty of the Trustee as to such transactions shall be incident to its practices as custodian.
EOSI and RUS shall designate from time to time in writing any specific 1
portion of the Fund which shall be under the investmect control of the Trustee. EGSI and RUS shall deliver written investment policies, objectives and guidelines to the Trustee from time to time with respect to that portion of the Fund under the investment contml of the Trustee. Subject to the foregoing, the Tmstee shall exercise its investment duties hereunder in accordance with such investment policies, objectives and guidelines, and the Tmstee shall only have the duty to diversify that portion of the Fund under its investment control in accordance with such investment policies, objectives and guidelines.
4.3 Per=h*M Inva=*=*aA Subject to any other provision berein, the Trustee shall invest the assets of the Tmst Fund in any and all kinds of domestic securities, including common and preferred stocks, bonds, debentures, notes, mortgages and options on property; in money market funds, commercial paper, repurchase agreements, United States Treasury obligations or those of any agencies of the United States govemment, state or local obligations, certificates of deposit, savings accounts, checking accounts, and any other cash investment medium; in investment trusts and in common tmst funds; or in any other interest or investment medium, even though such investment would tnot be of a cbmets: tuthorized by applicable law but for this provision; provided, however, that no such inver *cm r reinvestment may be made by the Trustee which would contravene the specificatiou.,the regulatory authorities with jurisdictiot, over the Trust Fund, as set forth in writing to tbc Trustee, from time to time, by EGSI and RUS. Notwithstanding the provisions of this 12/22/U!!TwtW40/0(2/h4 Gent 234J 9
-H RBS Report Pace 27 of 54 Agreement which place restrictions upon the actions of the Trustcc or an Investment Manager, to the extent monies or other assets are utilized to acquire units of any collective trust, the terms of the collective trust indentures shall solely govern the investment duties, responsibilities and powers of the Trustee of such collective trust. EGSI and RUS expressly understand that any such collective fund may provide for the lending of its securities by the collective fund trustee and that such collective fur.d's trustee will receive compensation from such collective fund for the lending of securities that is separate from any compensation of the Trustee hereunder, or any compensation of the coDective fund trustee for the management of such collective fund. Notwithstanding anything else in this Agreement to the contrary, including, without limitation, any specific or general power granted to the Tmstee, including the power to invest in real property, no portion of the Fund shall be invested in real estate.
Por this purpose, "real estate" includes, but is not limhed to, real property, leascholds or mineral interests. Settlements of transactions may be effected in trading and processing practaces customary in the jurisdiction or market where the transaction occurs.
4.4 Liability. So long as the Trustee complies with Section 4.1 above and fulft11s its obligations set forth in Section 5 below, the Trustee shall not be liable for depreciation or loss incurred by reason of making the permitted investments set forth in Section 4.3.
4.5 Additional Renuirements. If and to the extent the Trustee is responsible for investment of assets comprising a pan of this Trust, then the Trustee shall observe the following requirements:
12/22/97/JIw/0374WD12/ Misct P3tD4.3 10 1
I i
I
-H RBS Report Pace 28 of 54
'+
(a)
The interest camed on the corpus of this Trust shall become part of the trust corpus. The Trustee shall owe the same duties with regard to the interest earned on the cogus as are owed with regard to the corpus of this Trust.
(b)
De Trustee shall have a continuing duty to review this Trust portfolio for cornpliance with investment guidelines and governing regulations.
(c)
'Ibe Tmstee shall not lend funds fmm the Trust to itself, its officers, or its directors.
(d)
The Trustee shall not invest or reinvest the Tmst Fund in instruments issued by the Trustee, except for time deposits, demand deposits, or money market accounts of the trastee. However, investments of this Trust may include mutual funds that contain securities issued by the Trustee if the securities ' f the Trustee constitute no more than five o
percent of the fair marka value of the assets of such mutual funds at the time of the investment.
(e)
It is i.M that this Trun Agreement shall comply with all applicable requirements of the Nuclear Regulatory Commission.
5.
Disbunements by the Trustaa.
S.1 Nuet-Decament-taal== Costs. Subject to the terms of Section 3.2 above, funds shall be paid out of the Trust Fund to fund the Nuclear Decommissioning Costs with respect to the Cajun River Bend Interest, but only upon pmsentation to the Trustee and RUS by EGSI of an Engineer's Certificate, signed in the name of EGSI by any two of the n..mnwon=e:aue.wex.:
11
-H RBS Report 4
Pace 29 of 54 foUowing officers: its Pnsident, its Executive Vice President and General Manager, a Vice President, its Corpora'e Treasunr, or its Assistant Treasurer requesting payment of such funds and setting forth the following:
(a) a statement that River Bend is incurring Decommissioning Costs; (b) a brief identification of the work performed or to be performed, i
services rendered or to be rendered, and materials and labor expended or to be exW in i
con-M on with the f>ecommissioning of River Bond whieb gave rise to !Le costs for which payrsent is requested, and a staternent dat such services are Nuclear Decommissioning Costs as defined herein; and (c) a statement that such costs have not theretofore been the subject of payment from the Trust Fund, and that such payment will not be in excess of thirty percent (30%) of such costs.
RUS may object to such h-i=~/s Certificate by notifying the Trustee and EGSI in writing within ten (10) days of receipt of the Certificate by RUS. Such notice shaU contain the name of an engineering consultant agreeable to RUS to render a decision with respect to the contest 2d expenditure. If EGSI does not object to the named consultant by so notifying the Trustee and RUS in writing within ten (10) days of the date it receives notification of the RUS objection, that consultant shall reaxter a decision regartling the contested expenditure. If BGSI does so object, its notification shall include the name of an engineering consultant agreeable to it. RUS can accept the consultant specified by EGS1 by not notifying the Trustee and EGSI of its objection in writing within ten (10) days of its 12/22MIJfWitW744WCl2.WLP20M.3 12
-H RBS Report Pace 30 0f 54 receipt of the EGSI notification, in which case, the consultant identified by EGSI shall render a decision regardin; the contested expenditure. In the event that RUS objects to the consultant identified by EGSI, then the EGSI consultant and the RUS consultant shall select a third consultant agreeable to both and the thme shall render a decision (on a majority basis) regarding the contested expenditure. In all cases, the decision of the consultant (s) shall be binding upon EG';I and RUS. %e Tntstee, upon remipt of an Ertf.neer's Certificate, or any written notice from EGSI or RUS, pursuant to the provisions of this Agreement, covenants that it shall examine the same to determine whether the documents conform to the requirements hereof. De Trustee, acting in good faith, may rely as to the truth and correctne:s of statements contained in such conforming documents.
5.2 Indaranity for Adraintentive Costs and Other Incidental Ermnses.
)
i The Trustee shall pay from the Trust Fund all ordinary and necessary expenses including reasonable interest on advances to the Trust by the Trustee, at the direction of EGSI and RUS amounts necessary to indemnify Investment Managers pursuant to Investment Management Agreements entered into by EOSI and RUS in accordance with the provisions of section 4.2, legal, investment management, accounting and actuarial expenses incurred in connection with the operation of the Trust, including compensation as provided in Section 7 and Federal, state or local taxes, interest and penalties imposed on the Trust or on any other person with respect to the income or assets of the Trust Fund, to be rocasured by the difference between such other person's income tax liability with the impact of the Tmst, and IW.37/MW/Orl40/012/ulYll*2034.3 13
-H RBS Report Pace 31 of 54 recalculated without the impact of the Trust. In the event that any liability is finally adjudicated to be due and payable to any taxing authority by any person (the " Distributee")
with respect to the czation and/or funding of the Trust, the amount of such liability shall be distributed to the Distributee by the Trustee from the Trust Fund, provided, however, that the Distributee enters into an agnement with the Trustee under which the Distributee person agrees to refund to the Trust upon Decommissioning of River Bend (without interest) an amount equal to the Decommissioning Costs expended with respect to the Cajun River Bend Interest times the effective rate of taxation applicable at the time such tax liability is imposed, such amount not to hxceed, in aggregate, the amount distributed to the Distributee by the Trustee. This agreement shall further provide that, if, as of the date of the receipt by tbc Trustee of an Engineer's Certificate evidencing completion of the Decommissioning of River Bend, the aggregate amount of the refunds paid by the Distributee to the Trust is less than the amount distributed by the Trust to the Distributee, then the Distributee shall make an additional payment to the Trust for the shostfall. Any ind=nification due to the Trustee under this Trust Agreement is payable out of, and only out of, the assets of the Trust.
Notwithstanding anything contained hemin to the contrary, the Trustee shall hold back in reserve an amount sufficient to fund all administrative and incidental expenses (including taxes).
6.
Dutta= and Powers of the Truvee 6.1 Manarement and Dicaaaition. Ibe Trustee shall keep detailed and co1Tect books of account using the acczual method of accounting with respect to the Taust Fund and investments and payments made hemunder, which shall at all reasonable times be 11M/JIW@M&D110CSCtlW J i
14
I i -H RBS Report Pace 32 of 54 i
open to inspection and audit by EGSI and RUS or by an auditor authorized by EGSI and RUS or by other appropiu regulatory authorities. Each month the Trustee shall furnish EGSI and RUS with a detailed monthly accounting showing the balance of assets in the Trust i
Fund at the beginning of the preceding month, all receipts and investment transactions and j
disbursements made during such month, and the balance of Trust Fund assets on hand at the end of such moeth. BGSI and RUS shall have the right to object to any of the Trustee's monthly accountings, and the Tmstee shall promptly resolve any objections to the satisfaction of the objectant.
6.2' Darree of Care. The Trustee sht!1 receive, invest and disburse all monies received by it constituting part of the Tmst Fund according to the tenns of this Trust Agreement and, subject to the investment limitations contained in Section 4 above, the Trustee shall exercise the same degree of care and skiH as is customarily exercised by sunilar institutions in the receipt and disbursement of money under simile circumstances. The Tmstee in its individual capacity shall not be answerable or accountable under any circumstances, except for its' willful misconduct or negligence, its failure to exercise the degree of care and skill in the receipt and disbursement of monies actually received by it as set forth in this Section 6.2, and any liabilities that may result from the inaccuracy of any representation or negligent breach of any covenant, representation or warranty made by the Tmstee under or pursuant to this Agreement.
6.3 Cartain Rights of Trustee Except as otherwise provided in section 6:
(a)
The Trustee may rely and shan be protected in acting or refraining from acting upon any resolution, c aificate, statement, instmment, opinion, ns.wnamummenmu.s 15 1
l 1
, -H RBS Report
{
Pace 33 of 54 i
f report, notice, request, direction, consent, order, or other paper or document reasonably f
believed by it to be genuine and to have been signed or presented by the proper party or l
puties.
(b)
Any request or direction of EGSI or RUS mentioned herein shall be sufficiently evidenced by a written consent, order or aquest signed in the name of EGSI by any two of the following officers: its President, its Executive Vice President and General Manager, a Vice President, its Corporate Treasurer or its Assistant Tmasurer or in the name.
{
of RUS by its Administrator or its designee, and delivered to the Trustee. Whenever in the admini:;tration of this Tmst the Trustee shall deem it desirable that a inatter be proved or established prior to taking, suffering or omitting any action hezeunder, the Tmstee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its pait, rely upon a certificate signed by any two of the following officers of EGSI: the President, the Executive Vice President and General Manager, a Vice President, the Corporate Treasurer or Assistant Treasurer or by the Administrator of RUS or its designee, and delivered to the Trustee.
(c)
The Trustee may consuk with counsel of the Tmstee's choosir.g and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee bereunder in good faith and in reliance thereor..
(d)
Except as otherwise provided herein, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, 1M1%JTW/05740/011WCt192341 16
F
. -H RBS Report Pace 34 of 54 statement, instrument, opinion, report, noti,ce, request, direction, consent, order, or other paper or document.
(e)
The Trustee may execute any of the trums or powers hemunder or perform any duties hereunder either dirtedy or by or through agents or attomeys and the Trustee shall not be responsible for any miW3ct or negligence on the part of any agent or attorney appointed with due care by it hereunder.
(f)
Except as otherwise specifically stated herein, the Tmstee shall not be personally liable, in case of entry by it upon the Trust Fund, for debts contracted or liabilities or damages incuned in the management or operation of the Trust Fund.
6.4 Tar Reigns. The Trustee agrees to file timely tax retums for the Trust as a taxable trust and then to file a refund claim with respect to each return within the time period allowed by law. Such proced shall be followed until a final determination regarding the tax status of the Trust is forthcoming from the Internal Revenue Service. The Trustee shall file timely all other tax or information returns (including, without limitation, estimated tax returns) relative to the Trust in' compliance with all applicable statutory or regulatory requirements. All such returns shall be submhted to BGS! and RUS for review prior to filing and BGSI and RUS shall be entitled to participate in any proceeding before the Internal Revenue Service or other tax authority with respect to such returns or claims. Taxes of any kind relating to the Trust's income or assets, if any, whether imposed upon the Trust, the Settlor, EOSI or RUS shall be paid out of the Trust Fund.
6.5 11t===S as to' O=n6 cation. 'Itc Trustee repreunts and agrees that it is and shall remain wholly in '-3-:='=s; from EOSI and RUS and their affiliates, 2n2mmwawonwen 2ca.:
17 i
h e
l
' -H I
RBS Report Pace 35 of 54 1
that it is organized under the laws of the United States, that it is and shall be authorized to exercise corporate trust powers under the laws of the United States and that it is and shall be authorized to accept the Tmst imposed hereby and to perform the duties specified herein.
1 6.6 Qoorational Powers of Trudae. The Trustee is authorized and empowered:
(a) to vote in person or by proxy any stocks, bonds or other securities held in the Trust Fund, without any obligation to inquire as to or follow the wishes of EGSI and RUS with respect to the voting of any such stocks, bonds or securities; (b) to eyercise any rights appurtenant to any such stocks, bonds or other securities for the conversion thereof into other stocks, bonds or securities, or to exen:ise rights or options to subscribe for or purchase additional stocks, bonds or other securities, and to make any and all necessary payments with respect to any such convmion or exercise, or to write covered call option contracts on any such stocks, bonds or other securities, or to engage in any transaction in other fonns of options which are directly related to a covered call option contract which the Trust Fund has outstanding; (c) to join in, dissent from or oppose the reorganization, recapitalization, consolidation, sale or tnerger of corporations or properties of which the Trust Lod may hold stocks, bonds or other securities or in which it may be interested, upon such terms and conditions as deemed wise, to pay any expenses, assessments or subscriptions in connection therewith, and to accept any securities or property, whether or not trustees would be authorized to invest in such securities or property, which may be issued upon any such 11':1"97/JTW/0374&O111C5C/192ClL1 18
-H RBS Report Pace 36 of 54 reorpimion, recapitalization, consolidation, sale or merger and thereafter to hold the same, without any duty to sell; i
(d) to make, execute, acknowledge and deliver any and all assignments, documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers besein granted; (e) to cause any investment, either in whole or in part, in the Trust Fund to be registered in, or transfened into, the Trustee's name or the names of a nominee or nominees, including but not limited to that of the Trustee or an affdiate of the Tmstee, clearing corporation, or a depository, or in book entry form, or to retain any such investment unregistered or in a form permitting transfer by delivery, p.uvided that the books and n: cords of the Trustee shall at all times show that such investments are a part of the Fund; and to cause any such investment, or the evidence thereof, to be held by the Trustee, in a depository, in a clearing corporation, in book entry form, or by any other entity or in any other manner pennitted by law; provided that the Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized foreign or domestic clearing facility, book-entry system, centralized custodial depository, or similar organization, and (f) to purchase, enter, sell, hold, and generally deal in any manner in and with contracts for the immediate or future delivery of financial instruments of any issuer or of any other property; to grant, purchase, sell, exercise, permit to expire, perma to be held 12/21M7/JTWIQr74Cr011mit254.3 19
-H RBS Report Pace 37 ef 54 in escrow, and otherwise.to acquire, dispose:of, hold and generally deal in any manner with and in all forms of options in any combination; (g) to collect income payable to and distributions due to the Trust Fund anc' sign on behalf of the Trust any declarations, affidavits, certificates of ownership and other documents required to collect income and principal payments, including but not limited to, tax rec'amations, nbates and other withheld amounu; provided that the Tmstee shall not be responsible for the failure to receive paymes of (or late payment of) distributions with respect to securities or other propeny of the Trust Fund; (h) to generally take all acdon, whether or not expressly authorized, which the Tmstee may deem necessary or desirable for the protection of the Trust Fund.
To the extent that an investment manager has been appointed over a portion of the assets, with regara to those assets, the discretionary investment powers described above shall be exercised by the Tmstee upon the dhection of such investment manager.
6.7 Delantion of Duh End Powers. The Tmstee is hereby authorized to delegate to other persons such ministerial powers and duties as the Trustee may deem advisable. The Trustee is also hereby authorized to employ attorneys, accountants, custodians, clerks, agents, consultants, engineers or employees as it shall deem advisable and to make reasonable payments to such firms and individuals as it shall deem appropriate for the implementation of the purposes of this TEtst.
7.
Compensation. The Trustee shall be entitled to (a) compensation for its services as Tmstee under this Tmst Agreement under fee schedtde A, attached hereto, and if the Trustee or an affiliate acts as Investment Manager, an additional fee as set fonh in fee 12/22/97/HWItIl740/Ol2/M3C/le2034.3 20
-H RBS Report Pane 38 of 54 schedule B, attached hereto, or under such other written agreement as shall be anived at fmm time to time by the Trustee and (b) reimbursement for all reasonable expenses and disbursements incurred by the Trustee in accordance with ay provision hereof, including without limitation unusual expenses such as those indicated on the attached fee schedule.
8.
Succesor Tnastee.
1 8.1 Resirnation Removal. The Trustee or any successor Trustee may resign at any time without cause by giving at least ninety (90) days' prior wrinen notice to EGSI and RUS. EGSI and RUS may by wntten agreement at any time remove the Trustee
{
without cause by giving at least sixty (60) days' pdor written notice to the Trustee. EGSI and RUS shall immediately agree upon and appoint a successor Trustee by written instrument delivered to the appointee. If a successor Trustee shall'not have been appointed within si.cy (60) days after such notice of resignation or removal, the Trustee may apply to any court of
- competentjurisdiction for the appointment of a successor Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any such successor Tmstee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed subsequently by EGSI and RUS as above provided.
~
8.2 Exe+1on of Intrummate. Any successor Tmstee, however appointed, shall execute and deliver to the predecessor Trustee an instrument accepting such appointment, and thereupon such suocessor Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties, and trusts of the predecessor Trustee in the Trust hereunder with like effect as if originally named the Trustee herein, but nevertheless, upon the written request of such successor Trustee, such predecessor Trustee 12*/97/JivlO3740/c!2/M15Clit2034.3 21
- -H RBS Report Pace 39 of 54 shall execute and deliver an instrument tranaTerring to such successor Trustee, upon the tmsts herein expressed, all the estates, properties, rights, powers and trusts of such pmdecessor Trustee and such predecessor Trustee shall duly assign, transfer, deliver and pay over to I
such successor Tmstee all monies or other pgerty then held by such predecessor Tmstee upon the trums herein expressed The pmde:essor Tmstee shall execute and deliver such instmments as will effectively transfer to such successor Trustee all records and accounts in connection with any of the Trust's assets wh ich the successor Trastee requests except those acords mquired by law or regulation to be rumined by the pmdecessor Tmstee. Upon the appointment of a successor Trustee hereunde r, the predecessor Trustee shall execute and deliver such instruments as will effectively tiansfer to such successor Trustee title to all assets which then consdtute a part of the st Fund and EGSI and RUS shall execute and file or record any certificate of title or any c ser timihr document as may be reasonably specified in such request.
8.3 Effective Date..Any i saignation or removal of the Tmstx or of any successor Trustee shall be effective when all actions required to be taken under Section 8.2 hereof s' ll have been completed.
a 8.4 Cornorate Reornal-Han of Trnataa. Any corporation into which the Tmstee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, cony 2sion or consolidation to which the Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Tmstee may be transferred, shall be the trustee under this Agreement without further act 12/:*/97/JIW/tD140/CI /hC3C/I':tD4J 22
. -H RBS Report Pace 40 of 54 li of any of the prties to this Agreement pro ded that such successor Trustee may lawfully act as Trustee of the Trust Fund.
I, 9.
Miscellaneous.
Amendments. This A'greement may not be amended except for 9.1 administrative provisions (including those ping the engagement ofInvestment i:
Managers), governing law provisions or to comply with regulatory requirements upon written consent of EOSI, RUS and the Trustee; prwided, however, that no amendment shall be i.
inconsistent with any applicable govemment' 1 orjudicial orders or other requiremer.ts 1f applicable to the Trust and shall not increasb the duties or obligations of the Trustee without b
its consent.
9.2 Power to Convey. Any assignment, sale, transfer or other conveyance I.
of any right or interest la the Trust Fund by the Trustee made pursuant to the terms of this l'
Trust Agreement shall be binding and shall be eTective to transfer or convey such right or l'
interest. No purchaser or other grantee shall be required to inquire as to the authorization, I:
necessity, expediency or negularity of such assignment, sale, transfer or conveyance or as to the application of any sale or other p in respect thereof by the Trustee.
9.3 Notices. Unless otherkiso expressly specified or pennitted by the terms hereof, all notices shall be in writing nd shall be duly given if sent by telecopier and receipt acknowledged by the a 4ressee, deliEered by hand, or mailed by certified mail, postage prepaid and (i) if to the Trustee, ed to it at One Mellon Bank Center, Room l'
3346, Pittsburgh, PA 15258-0001, Attention; Earl G. Kleckner, (ii) if to EGSI, addressed to ll it at P.O. Lox 61000, New Orleans, LA 70l61, Attention: Steven C. McNeal, (iii) if to 32/22/97ntWc40ict 2/Miselt 92034.3 l
i 11 RBS Report Pace 41 of 54 RUS, addressed to it at jor :lv) to any other address subsequently a
specified in writing.
t 9.4 Force Majeure. Fotwithstanding anything else in this Agreement to
)
!i the contrary, the Trustee shall not be respon'iblo cr liable for its failure to perforin under s
h this Agr ement or for any losses to the Fun remiting from any event beyond the reasonable control of the Trustee, its agents or subcustddiaris, including but not limited to a
nationatintion, strikes, expropriation, devaldatica, seizures or sundar action by any governmental authority, de facto or de jure; pranacanent, promulgation, imposition or 3
enforcement by any such governmenta? autb5rit) of currency restrictions, exchange controls, P
levies or other charger affecting the '/und's pigerty, or the breakdown, failure or malfunction of any utRities or te;ecommualMl tim systems; or any order or regulation of any li banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of trandlit etbns; or acts of war, terrorism, insuniction h
or revolution; or acts of God; or any other siml]ar event. This Section shall survive the 4
i termination of this Agreement.
),
)
9.5 Severability. Any pro;visi:ms of this Trust Agreement which are
{
t unenforteable under applicable law shall be,' effective to the extent of such disqualification m
d or unenforceability without invalidating the pining provisions bereof.
i 9.6 Counterparts. This Trusi Agnement may be executed by the parties I!
hereto in separats, aunterpans, each of which i ben so executed and delivered shall be an F
originc^ but all such counterpans shall toge'her constitute but one and the same instrument.
t E
i I
11'll*./T7/rIW/Qf740/011%3C/19ED4.3
}. 21 i
l
-H RBS Report Pace 42 of 54 9.7 Pastles Bound. All covenants and agreements contained herein shau be binding upon, and inure to the benefit of, the Trustee (in each case in the capacity noted berein) and the successors and assigns of the Tratee (in each case in such capacity), BOSI and RUS and their respective successors and assigns.
9.8 Headings. m headings of the Sections are for convenience only and shall not define or limit any of the terms or proAsions hereof.
9.9 Governine law. This Trut Agmement shaU in au respects be govemed by and constmed in accordance with tw laws of the State of Texas, including all matters of construction, validity and performanc e.
9.10 Effective Date. This Trust Agreement shall become effective as of the date shown on the fint page hereof.
9.11 Authority. The Settlor ard the Trustee hereby each represent and warrant to the other that it has full authority to inter into this Agreement upon the terms and conditions hereof and that the individual executiag this Agreement on its behalf has the requisite authority to bind the Settlor and the Trastee to this Agreement.
i l
12/22M7/IIW/0!740/012MIBCf t9224J D
Attack s nt 3-H Da.Rcport Page 43 of 54 IN WITNESS WHEREOF, the Settler and the Trustee have caused this Agreement to be executed as of the day and year fint above written.
WITNESS:
CAJUN ELECITJC POWER COOPERATIVE, INC.
//
h-By:
1
Title:
6ds,d // T/t<M WITNESS:
MEILON BANK Trustee By:
Title:
12/22M7/J1wS3143/012/Mac:r19:CJ4.3 26
, -H RBS Report Pace 44 of 54 IN WITNESS W1GREOF, the sattor and the Trustee have cursed this Agrenent to be executed as of the day and yest fint above wriaen.
WIT!GSS:
CATUN ELECTRIC POWER COOPERATIVE, INC.
D k
By*-
f
(
T
)
r>ue cLda // D+.<>/ee.
I WITNESS:
ME!.LON BANK g
By g 3g,y._ylCE PRESiuc,;r t3/3VFf/nwWieFJ12/*sCt f3CMJ 26
-H RBS Report Pace 45 of 54 STATE OF Lo u 13 i ed A j
fk AIsH k
COUNTY OF Off 0E N4 f j
Personally came and before me, the undersigned authority, in and for the jurisdiction aforesaid, AL- # #
4 ME V
, who acknowledged to rre that he is C+ + pre 4 u
i 4 vJ_T6 #
of Cajun Electric Power Cooperative, Inc. and that be signed 6
and delivered the foregoing instrument on the day and year therein mentioned as the act t7d deed of said corporation,' havingTast been duly authorized so to do.
.2 2 M Given under my hand and official seal on this the __ day of.36~C Em d 82-
, 19.9. ')
y TARY P L V'N D A C. ff-/E b m A N N My Commission Expires N'I M Y' A 8DTH 11"l1/974tW/03766912/MDCI!9234.3 27
-H RBS Report Pace 46 of 54 STATE OF Ah Jy/u'+@
COUhTlOP 4Ma w I
Pencaally came and appeared beifore me h d i d
h it dfor the jurisdiction aferesaid, ____ Esv / /N>e, t e un ers gne aut or y, in a
, who acbewledged to me that bc is hfce
/m/A-f of Methm Benld N.A. sad that he signed and delivered the foregoing instmment on the day and yeslr thersin moetxmed as the set and deed of sali co e, having first been duty kuthorized so to do.
w Given under my hand and officia,1 seal on this tW day of __ deu~ L 19 3.7 i
NOTARY PUBUC s
A.u d,,
My Commission Expires _
h-m e. r i
Puge pense purerg.
P:enusa m n.c Wy c:
- a E gros
.3,1300 h.PerrufenaAsemamonofseawE 4
neernwees42nesentsrw.s 28
EXHI6If A -H SETTLEMENT TERM SHEET RBS Report Page 47 0f 54 WHER"AS Cajun Electric Power Cooperative, Inc. (Cajun)
)
operating through its Chapter 11 Trustee, Ralph R. Mabey (Trust ru;, Rural Utilities Service of the United States Department of Agriculture (RUS) and Gulf States Utilities (GSU) desire to resolve longstanding disputes and disagreements respecting various issues including operation and ownership of Cajun's undivided thirty per cent interest in the River Bend nuclear facility (the Cajun River Bend Interest), the Trustee and GSU desire to establish mutually favorable business relationships and Trustee, RUS and GSU desire to arrange for the transfer of certain specified assets, the Trustee, RUS and GSU agree to the terms and provisions set forth herein (the " Settlement"),
recognizing that various of the components of these terms and provisions may require approvals of regulatory agencies to complete and may require more formal documentation to be executed at a closing of the Settlement in order to give full effect to the intentions of the parties set forth herein:
1.
Disposition of River Bend (a)
On or before the closing of the Settlement, Cajun will set aside in a decommissioning trust fund or other appropriate vehicle the sum of $125,000,000 in 1995 dollars.
This fund will be made up of Cajun's new contribution, and the amount in Cajun's existing decommissioning trust fund (the " Trust Fund").
The establishment of the Trust Fund, together with the transfer of the Cajun River Bend Interest as provided herein will absolve Cajun and any successor to assets, i
other than the Cajun River Bend Interest, now owned by Cajun (but not others who may succeed to the ownership of the Cajun River Bend Interest) of all responsibility for River Bend Decommissioning Costs as defined below.
]
" Decommissioning" means all actions taken to render the River Bend nuclear power plant permanently inactive, inoperable and free of radioactive materials.
The term 1
decommissioning is intended to be comprehensive and j
include, without limitation, the entombment, decontamination, dismantlement, removal and disposal of structures, systems and components of the River Bend nuclear power plant in order to permanently cease the j
nuclear generation of electric energy, including all actions necessary to bring the plant site to "greenfield" status and any other item included in a study accepted and approved by regulatory authorities of competent jurisdiction as a basis for the termination of operations under the license to own or operate River Bend.
The term also includes preparation for decommissioning, such as engineering and other planning activities, and all associated activities to CM i%C WMi lett i 04/26/961219pm
1 -H I
RBS Repon Pane 48 of 54 be performed after the actual dismantlement occurs, such as physical security and radiation monitoring.
The term also includes activities associated with spent fuel storage, disposal, transfer, transportation and removal and low level waste storage as well as Cajun's future obligations with respect to decontamination and decommissioning of DOE's uranium enrichment facilities.
Also included is the preparation of studies and supporting documentation required by regulatory authorities.
The foregoing specification is not intended to form a basis for excluding any action or cost legitimately part of decommissioning and returning the site to "greenfield" status because of the failure to separately identify or to fall within a category specifically identified.
" Decommissioning Costs" means the funds expended to perform Decommissioning.
The term includes expenditures whether they are treated as capital items or expense items for regulatory, financial, or tax accounting purposes.
(b)
The Trust Fund may be used only for the prudent expenditure of Decommissioning Costs for the Cajun River Bend Interest.
If, upon the completion of Decommissioning of the River Bend plant, the Trust Fund, and such additional amounts as have been added to it as a result,of the investment and management of funds included therein, is not exhausted by the prudent expenditure of Decommissioning Costs for the Cajun River Bend Interest, the remainder will be remitted to RUS.
(c)
Upon the transfer of the C1jun River Bend Interest, j
Cajun shall deliver title thereto free and clear of all liens and encumbrances except those agreed to by the purchaser.
In the event the Cajun River Bend Interest is transferred to RUS, its liens and encumbrances on the Cajun River Bend Interest shall be merged with the title which it obtains.
In the event the Cajun River Bend Interest is transferred to any other person, RUS will release all of its liens and encumbrances on the Cajun River Bend Interest.
The foregoing releases by RUS shall not be construed as a waiver or release of the portion of RUS's claims against Cajun which remain unsatisfied by the transfers of title for which provision is made herein.
Notwithstanding RUS's release of liens on the Cajun River Bend Interest or the merger of title if the Cajun River Bend Interest is transferred to RUS, the amount of RUS's claims against Cajun shall be reduced only to the extent of RUS's receipt of proceeds from the sale of the Cajun River CAJ IME2 0033114181 ouzm 12 3%
2
-H RBS Repon Pane 49 of 54 Bend Interest.
If the Cajun River Bend Interest is transferred to GSU under paragraph 1(f) below, the amount of RUS's claims against Cajun shall not be reduced on account of the transfer of the Cajun River Bend Interest.
The parties hereto agree that any disposition of the Cajun River Bend Interest under the Settlement shall be considered commercially reasonable.
(d)
In the sole discretion of RUS, the Cajun River Bend Interest will be transferred under one of the two options or subparagraph (f) set forth below.
In connection with such transfers, Cajun will satisfy the obligation to fund the Trust Fund required by paragraph 1(a) and GSU will make available to all prospective purchasers records, personnel and facilities such that prospective purchasers can conduct an appropriate due diligence evaluation before makiag their bid.
GSU may subject the examination of personnel, records and facilities to reasonable confidentiality and business requirements.
RUS shall have substantial flexibility in exercising its discretion to arrange for the transfer of the Cajun River Bend Interest.
In furtherance of that end, RUS's flexibility shall include, but shall not be limited to, negotiating with and selecting a prospective purchaser, being permitted to establish a reserve price which must be met before consummating a sale at auction, not being required to accept the highest bid received at an auction and taking title to the Cajun River Bend Interest itself for subsequent reconveyance.
Option 1 The Cajun River Bend Interest and Cajun's interest in River Bend fuel and spare parts will be sold, with net proceeds remitted to RUS.
The purchaser will become obligated to fully comply with the Cajun NRC license requirements, all ncher applicable laws and regulations and the provisions of the River Bend J0POA, as amended in the respects described in Exhibit No. 1, commencing with the date of the transfer of the Cajun River Bend Interest.
The Big Cajun No.
2, Coal Unit #3 JOPOA will also be similarly amended, as may be required.
All of Cajun's interest and obligations under the River Bend J0POA, the NRC license and any recorded documents of transfer between GSU and Cajun relating to River Bend will be canceled and terminated as to Cajun and, subject to the provisions in this paragraph, will be assumed by the purchaser.
As used herein, the obligations under the River Bend JOPOA for which a successor shall be obligated shall be limited to l
obligations for operations commencing with the closing of the Settlement and for fuel and spare parts cu ian zm im i scem ing.
3
-H RBS Repon Pane 50 of 54 purchased only after the closing of the settlement and shall not include unfulfilled or unpaid obligations which Cajun incurred while it was still the owner.
GSU may elect to become a bidder if RUS elects to conduct an auction under this option.
Option 2 The Cajun River Bend Interest and Cajun's interest in River Bend fuel and spare parts will be transferred to RUS which will become obligated to fully comply with the Cajun NRC license requirements, all other applicable laws and regulations and the provisions of the River Bend JOPOA, as amended in the respects described in Exhibit No.
1, commencing with the date of its succession to the Cajun River Bend Interest.
The Big Cajun No.
2, Coal Unit #3 JOPOA will also be similarly amended, as may be required.
All of Cajun's interest and obligations under the River Bend JOPOA, the NRC license and any recorded documents of transfer between GSU and Cajun relating to River Bend will be canceled and terminated as to Cajun and will be assumed by RUS.
As used herein, the obligations under the River Bend JOPOA for which RUS shall be obligated shall be limited to obligations for operations commencing with the closing of the Settlement and for fuel and spare parts purchased only after the closing of the Settlement and shall not include unfulfilled or unpaid obligations which Cajun incurred while it was still the owner.
(e)
RUS will receive from GSU and Cajun Cajun's share of all cash payments resulting from the litigation presently being conducted against General Electric in l
connection with claims alleging River Bend design defects.
Cajun's share of all payments in kind and other non-cash consideration received or promised as a result of the litigation will be payable to the owner of the Cajun River Bend Interest at the time such payments in kind or other non-cash consideration become due.
The same allocation snall be made between RUS and a transferee of the Cajun River Bend Interest of refunds or other benefit related to the payment by Cajun to the U.S. Government to fund the decontaminating and decommissioning of DOE's uranium enrichment facilities.
(f)
In the event that no offer is accepted by RUS under Option 1 above and in the further event that RUS elects to become the transferee of the Cajun River Bend not Interest under Option 2 above, the Cajun River Bend Interest, together with Cajun's interest in River Bend CAJ 13M2 0033114181 4
04%% 1139pra
. -H FU3S Repon Pane 51 of 54 fuel and spare parts, will be transferred to GSU with no payment by C3U to Cajun's estate or to RUS.
2.
Transmission and Certain Other Issues (a)
Pursuant to existing FERC decisions, the claim due GSU for past transmission services under the CTOC credits and QTF Dockets amounts to $55,000,000 (the " Liquidated Transmission Debt").
The Liquidated Transmission Debt consists of $32,000,000 due under the QTF Docket and
$23,000,000 due under the CTOC Credits Docket.
GSU waives its right to collect the Liquidated Transmission Debt from Cajun.
(b)
Cajun or Cajun's transferee' or transferees of its generation assets will receive transmission services j
.under Entergy's Network Service Tariff and Entergy's j
Transmission Service Tariff as of the later of (i) twelve months from the date of the settlement or (ii) the date of the closing of the Settlement.
Neither GSU i
nor Entergy will oppose the entitlement of Cajun or such transferee to service thereunder or its effectiveness at such date.
j (c)
All previous transmission agreements existing between Cajun and Entergy, GSU, LP&L or MP&L will be terminated i
upon the commencement of services described in j
paragraph 2 (b) hereinabove.
Cajun will use its best efforts to obtain agreement from its distribution co-i ops to be bound by the terms and provisions of Entergy's Network Service Tariff, during the time they receive service over f acilities to which such tarif f is applicable.
(d)
Cajun or its transferee under a plan of reorganization will retain ownership of its BC1 and BC2 Switchyards and its Through Bus facilities.
Cajun will transfer to GSU its ownership of each of Transmission lines 745 and 746 (provided that Entergy's Network Service tariff and its Transmission Service tariff, under which Cajun receives service under subparagraph 2(b) above, make the continued ownership of the Transmission line or lines by Cajun or by the transferee of its generating assets unnecessary for Cajun or its transferee's provision of current or future services by reason of the benefits provided under the new tariffs), as of the later of (i) twelve months from the date of the Settlement or (ii) the date of the closing of the Settlement.
Unless Transmission lines 745 and 746 are not transferred to GSU as set forth herein, Cajun will pay RUS an amount equal to the amount by which NRG Energy, Inc. and Zeigler Coal Holding Company reduce the amount of their bid for the purchase of Cajun's assets as a result of the transfer of Transmission cal 1%E2 OODI 1418.1 04th% 12 Den 5
-H RBS Repon Pane 52 0f 54 lines 745 and 746 pursuant to the Settlement and RUS will' release its liens on Transmission lines 745 and 746.upon such payment by Cajun.
3.
' Settlement of all Claims and Disputes (a)
Any and all claims of any nature or kind, whether or not now pending in Court, whether known or unknown, whether founded in law, equity or otherwise, whether or not already asserted for any and all acts or omissions i
between Cajun and GSU or Entergy, and between RUS and I
GSU or Entergy, will be dismissed with prejudice and released and satisfied in full, including, but not
' limited to, all' claims for.the River Bend litigation, the fraud and breach of contract case, the antitrust 1
case, the nullity case and the service water litigation, and any claims of equitable subordination of RUS's rights, all pending cases before any regulatory agency or on appeal from any regulatory agency (such as the transmission cases before FERC, the l
merger appeals before FERC, the SEC and NRC and any and I
all other matters pending before any regulatory agency) and any and all other claims or disputes between the parties of any nature whatsoever, whether or not in litigation.
(The foregoing does not include resolution of claims of RUS against Cajun that are not specifically identified as resolved in this paragraph.)
Judgment will be rendered in f avor of RUS in GSU's adversary proceeding asserting claims of equitable subordination of RUS's rights.
Any and all claims Cajun may have against RUS for equitable subordination, whether known or unknown, will be released.
Cajun will use its best efforts to-obtain a waiver of all claims held by its members against GSU or Entergy under the nullity case, and against RUS.
(b)
The preliminary injunction issued by the U.S. District Court in the service water litigation between GSU and Cajun shall continue in full force and effect until the closing of the Settlement and upon such date, all funds paid and to be paid into the Registry of the Court pursuant to said injunction shall be paid over to GSU, together with all interest earned thereon.
4.
. Approvals The settlement is subject to the approval of (1) all regulatory agencies having jurisdiction over the subject matter; (2) the bankruptcy court; (3) the Entergy Board of Directors; (4) the United States of America on behalf of RUS.
The parties intend to give effect to and to close the Settlement irrespective of the confirmation or lack of ca swn wm sm s oc u96s2 ppe 6
.. -H RBS Report Page 53 of 54 confirmation of a plan of reorganization of Cajan.
The parties will use their best efforts promptly to obtain all required approvals and to close the Settlement.
The structure of the Settlement may be modified based upon tax or regulatory advice received by a party provided the modification does not adversely affect another party.
The Settlement shall close no later than June 1,
- 1997, unless the parties otherwise agree.
This Settlement is dated as of May 1, 1996.
l Seen and Agreed this day of ke% -
1996
/
$/t/YL /
.CajunEfectric/Powegooperative, Inc.
through its Chapter 11 Trustee, Ralph R. Mabey seen and Agreed this 26 day of 1996 k bh Entergy Corporption and Gulf States Utilities by Michael G. frhompson Senior Vice President & General Counsel j
Lk Recommended for Adoption by Rural Utilities Service this 1
day of
, 1996.
f
)
Larry A'.
Belluz(d)
Program Advisor I
CAI 13682 003311418 i Os'llW 12.M 7
1 EXHIBIT NO.1 -H RBS Reporz 4
Pane 54 of 54 RIVER BEND JOPOA - AMENDMENT CONSIDERATIONS New owner (s) of River Bend may wish to amend the JOPOA as follows:
a.
Section 1.6 Administrative General Charges Section should be revised to specifically spell out definition and method of calculating GSU's A&G " add ons."
b.
Section 4.2 GSU Accepts Aeoointment of Agent Needs a mutual agreeable dermition of " Good Utility Practice."
j c.
Section 6.5
- Damage or Destmetion" Needs better definition as to a minority owner's right p_ol to take part in any major capital o
addhion whether it is part of a replacement of damaged equipment or expansion of capacity.
d.
Section 8.5.1. Method of Billine and Payment The current section has been modified by mutual agreement as follows:
1.
The right to include a contingency amount to the estimated bill has been dropped.
2.
The current estimated monthly bill with a two month tme up. Both sides have agreed to use prime rate for interest either charged or credited. These changes should be carried to a new owner.
e.
Article 10 - Default: Defaulting Pany should have input in advance as to where the power is being sold and the price for power being sold. Also the power should be able to be sold for a 6 to 9 month period.
Current sale period is 90 days which can limit value received.
A non-defaulting party which pays e defaulting party's costs should have additional protection.
f.
Budeet Review and Inout - The Current JOPOA Does not contain any language on budget formulation or forecasts. We suggest a new section calling for the owners to jointly review the budget formation process and forecast process.
This would prevent misunderstanding over the plant's needs.
Provide minority owner with adequate and reasonable safeguards against excessive capital expenditures.
Panies should have access to additional information on fuel and transponation costs.
WF3 R: port Report on Status of Decommissioning Funding 10 CFR 50.75(f)(1)
March 31,1999 Waterford 3 Steam Electric Station Minimum Reportina Reauirements as per 10 CFR 50.75(fWil:
- 1. Decommissoning ftuds estimated pursuant to 10 CFR 50.75(b) and (c) (19985):
483,674,100 '
- 2. M:.rket value M funds accumulated as of December 31,1998:
2 84,685,298
- 3. Current schedule of annual amounts remaining to be collected:
See Attachment 4-C
- 4. Assumed rate of decommissioning cost escalation used in funding projections (Attachment 4-C):
5 50 %
- 5. Assumed average after-tax rates of eamings used in funding projections (Attachment 4-C):
See Attachment 4-C
- 6. Assumed rates of other factors used in funding projections:
See Attachment 4-C
- 7. Contracts assunng collection of decommissioning funds:
None
- 8. Modifications to method of providing financial assurance since July 20,1990 filing (extemal sinking fund):
None
- 9. Matenal changes to trust agreements since Jufy 20,1990 filing:
See Attachment 4-D Supolementalinformation:
- 1. Sit > Specific cost estimate escalated to 1998 (1993 Base Year Dollars):
NRC Ucense Terminaten Amount 8
S 379,064,475 Non-NRC License Termination Cost:
8 39.327,718 Total 418.392,193 i
- 2. D commissioning method assumed for planning purposes in site-specife estimate:
DECON l
- 3. Ystr site-specific estsmate complete:
1994
- 4. Frequency of updates (approximately):
once every 5 years
- 5. Funding based on NRC minimum or site-specific estimatet Site-specific
- 6. Decommissioning rate regulation tapp.
Louisiana Public Service Commission 97 %
Council of the City of New Orleans 3%
i
' See Attachment 4-A for calculations.
i 8 Source: Cecember 31,1998 Waterford 3 Trust Fund Report.
8 See Attachment 4-B for calculations. A!so 2ee footnote 3 to Attachment 4-A for information on the genenc baseline cost estimate using the waste vendor disposal factor (Bamwe'l).
)
1 i
Attachm:nt 4-A WF3 R: port 1
WATERFORD 3 STEAM ELECTRIC STATION CALCULATION OF MINIMUM AMOUNT AS PER 10CFR 50.75 (b) AND (c)
Determination of Minimum Amount Entergy Louisiana, Inc.: 100% ownership / leasehold interest.
Plant Location: Taft,- Louisiana Reactor Type: Pressurized Water Reactor ("PWR")
Power Level: >3,400 MWt.
1986 PWR Base Year $: $105,000,000 l
l Labor Region: South Waste Burial Facility: Barnwell, South Carolina 10CFR50.75(c)(2) Escalation Factor Formula:
0.65(L) + 0.13(E) + 0.22(B) l Factor i
L= Labor 1.56 '
l E= Energy (PWR) 0.75 '
2 B= Waste Burial (PWR) 15.886 j
PWR Escalation Factor:
0.65(1.56) + 0.13(.75) + 0.22(15.886) =
4.60642 1986 PWR Base Year $ Escalated:
$105,000.000
- 4.60642 =
l $- 483,674,100
' ' Source: Utility Decommissioning Tax Group, Annual NRC Certificatica Update (February 1999).
- Source: Table 2.1 of " Report on Waste Burial Charges," NUREG 1307, Revision 8 (December 1998).
8 Application of the 7.173 waste vendor disposal factor (Bamwell) from Table 2.1 of Report on Waste Burial Charges,"
NUREG 1307 Revision 8 (December 1998) yields a generic baseline cost of $282,403,800.
Attachmtnt 4-B WF3 R:ptrt WATERFORD 3 STEAM ELECTRIC STATION CALCULATION OF SITE-SPECIFIC COST ESTIMATE ESCALATED TO 1998 DOLLARS Site-Specific Cost Estimate (19935)
Site-Specific Cost Estimate (1993$):
NRC License Termination Cost:
$ 290,035,252 Non-NRC License Termination Cost:
30,090,988 Total Site-Specific Cost Estimate:
$ 320,126,240 Annual Escalation Factor:
5.50% '
Years of Escalation (1993 Base Year to 1998):
5 Cumulative Factor (1 + Factor)^5:
1.31 Site-Specific Cost Estimate (1998$):
NRC License Termination Cost
- Cumulative Factor:
$ 379,064,475 Non-NRC License Termination Cost:
- Cumulative Factor:
39,327,718 Total Site-Specific Cost Estimate:
[ $ 418,392,193 l
' Funding amounts (Attachment 4-C) based on site-specific cost estimates in 1993$ and escalation rate of 5.50%
Docket No. U.30929 Schedule 7SC 6 Page 2 of 2 -C 1.oulSLANA POWER & UGHT COMPANY WF3 Report wonerfore3 c:..
-.., modes Page1of2 Trvst Fund Summary (3000)
Tar QuaalAed Trut une Revenue E..,
7tenefer Managemers Net Decomm.
No Year Remt. til Rete (2)
To Trust (3I Eammee (41 Fee Aemione (51 Exoend(81 se t71 1
Bogenmg Selenos 2g,172 2
1996 S.788 0.0875 8,70s 2,288 74
. 11.011 0
40.183 3
1998 8,788 0.0075 8,708 3,065 90 11,750 0
51,933 4
1987 8,798 0.0875 8,788 3,001 106 12.541 0
64,474 5
1988 8,708 0.0875 8,788 4.722 122 13.3e8 0
77,800 8
1980 8,738 0.0000 8,700 8,705 140 15,361 0
93.211 7
2000 10,422 0.0000 10,422 8.023 181 18,284 0
111,496 8
2001 10.422 0.0000 10,422 9.515 185 19,752 0
131,248 9
2002 10,422 0.0800 10.422 11,127 211 21,338 0
152,584 10 2003 10,422 0.0000 10,422 12,888 230 23,081 0
175.835 11 2004 10,422 0.0000 10,422 14,748 280 24,902 0
200,538 12 2005 12,352 0.0000 12.352 18,858 303 28,907 0
229,443 13 2000 12.352 0.0000 12.352 19.217 341 31,224 0
200.871 14 2007 12.352 0.0000 12,352 21.785 382 33,735 0
294,400 15 2008 12.352 0.0000 12.352 24,518 428 38,443 0
330,840 16 2000 12.352 0.0000 12,382 27.481 474 30,300 0
370.218 17 2010 14,744 0.0800 14,744 30,000 527 45,018 0
415.234 18 2011 14,744 0.0000 14.744 34.473 500 44.830 0
483.805 19 2012 14,744 0.0000 14.744 38,441 800 52,535 0
516.300 20 2013 14,744 0.0000 14.744 42,728 719 58,753 0
573.152 21 2014 14,744 0.0000 14,744 47,380 793 81,300 0
834/31 22 2015 17,Se7 0.0000 17,Se7 52,4M 8M 00,197 0
703,858 23 2018 17,907 0.0000 17,557 58,122 908 74,753 0
778,410 24 2017 17,507 0.0000 17,507 84,222 1,084 80,754 0
880,106 25 2018 17,907 0.0000 17,597 70,812 1,170 87,238 0
948,403 28 2019 17,907 0.0000 17,587 77,330 1,285 94.242 0
1,040,845 27 2020 20,805 0.0000 20,006 86,758 1.411 105,341 0
1.145.908 28 2021 20,005 0.0575 20,905 79,300 1,530 08.824 0
1,244,810 29 2022 20.006 0.0875 20.085 48.151 1,088 105,478 0
1,300,288 30 2023 20.505 0.0875 20,806 03,391 1.805 112,581 0
1,482,800 31 2024 20,806 0.05M 20,306 101.119 1,000 120,184 (3,333) 1,579,000 32 2025 0
0.0575 0
108,429 2,033 100,388 (91,808) 1.584,487 33 2020 0
0.0575 0
100,444 2,040 107,305 (98,847) 1.006,235 34 202?
O 0.08 5 0
110,182 2,043 100,135 (128,670) 1,584,703 35 2028 0
0.0875 0
108,773 1, ass 108,910 (372.283) 1,319,330 38 2020 0
0.0575 0
90.980 1,501 80,057 (387,400) 1.010,908 37 2030 0
0.0575 0
88.308 1,000 80,298 (413.229) 886,975 38 2031 0
0.08 5 0
45,712 828 46,000 (434.804) 278,257 30 2032 0
0.0s75 0
18.se2 2es 18.s74 (184,S83) 130.347 40 2033 0
0.0575 0
8,947 114 8,833 (130,179) 1 424,475 424,475 1,820,312 32,140 2,212.847 (2,241,818)
M
- 1) The 1986 Revenue ReqWremert wee chosen so tiet the C-1,, Fund Bodence le aere in the last year of t 1,.
- 2) Pngocand ener4mr seming rate.
- 3) Same es revenue requirement.
- 4) Prtor Year Belence sempomend semiennuesy et Currert Year Eamme Rene + % Current Year Trenefer
- Cummt Year Eaming Rete.
- 5) Trenefer
- Emmings-Managemart Fee,
- 8) t1...
-, empenmurse.
- 7) Prter Year seience + Net Admone. Decommienionin0 Exponense I
_ -D WF3 Report Page 1 of 22 THIRD AMENDMENT TO NUCLEAR DECOMMISSIONING TRUST FUND AGREEMENT This Third Amendment to the Nuclear Decommissioning Trust Agreement (" Third Amendment") is made effective as of the 1st day of February,1996 by and between Louisiana Power & Light Company (the " Company") and Mellon Bank, N.A. (the " Successor Trustee").
WHEREAS, on March 14,1989, the Company and First National Bank of Commerce (the j
" Trustee") entered into a Nuclear Decommissioning Trust Fund Agreement (the " Trust Agreement"), which provided for the establishment and maintenance of a nuclear decommissioning reserve fund (the " Trust Fund") to hold and invest revenues collected by the Company for the decommissioning of Unit No. 3 of the Waterford Steam Electric Generating Station (the "Waterford 3 Plant"); and WHEREAS, as of September 28, 1990, in ec i:ection with the Company's sale and leaseback of portions ofits ownership interest in the Waterford 3 Plant on September 28,1989, the Company and the Trustee entered into the First Amendment to Nuclear Decommissioning Trust Agreement (the "First Amendment"), which amended the Trust Agreement to continue to i
provide for the administration and further accumulation of monies in the Trust Fund; and WHEREAS, as ofJanuary 1,1993, the Company and Mellon Bank, N.A. entered into the Second Amendment to provide for the removal of the Trustee and to appoint Mellon Bank, N.A.
as Successor Trustee to the Trust Agreement (the "Second Amendment"); and WHEREAS, the Company desires that the Successor Trustee has the ability to invest trust funds in the Mellon Bank Nuclear Decommissioning Trust Stock Index Fund (the " Stock Index Fund") and the Successor Trustee is willing to invest such funds in the Stock Index Fund
c -D WF3 Report l
Pace 2 of 22 provided the Trust Agreement is amended to specifically provide for such investment by the Successor Trustee; and l
l WHEREAS, the final Treasury Regulations issued pursuant to Section 468A of the i
Internal Revenue Code of 1986 (the " Code") require that the Trust Agreement be amended to contain a provision that the assets of the Trust Fund may be used only in the manner authorized by Section 468A of the Code, and further, that the Trust Agreement cannot be amended to violate said Section 468A of the Code; and-WHEREAS, the Company now wishes to amend the Trust Agreement to allow the Successor Trustee to invest trust funds in the Stock Index Fund and to comply with the foregoing described Treasury Regulations; NOW, THEREFORE, the Company and the Successor Trustee agree as follows:
j i
1.
The definition of"Pennitted Investment," as amended by the First Amendment to j
the Trust Agreement and the Second Amendment to the Trust Agreement, is hereby further amended to add the following paragraph to Section 12.
l In addition, Permitted Investments shall include units or other evidence of investment in any common or collective fund maintained by the Successor Trustee including, but not limited to, a common or collective fund maintained solely for the collective investment of monies and other properties held by the Successor Trustee, as trustee for the purpose of accomplishing nuclear site decommissioning cleanup.
Notwithstanding any provisions of this Trust Agreement which may place restrictions upon the actions of the Successor Trustee, to the extent that Trust Fund asrets are utilized to acquire units or evidence ofinvestment in a common or collective fund, the i
2
-D WF3 Report Page 3 of 22 terms of the common or collective fund shall solely govern the investment and i
reinvestment duties, responsibilities and powers of the Successor Trustee of such common or collective fund except to the extent that applicable law specifically requires otherwise. For the purpose of valuation, the value of the interest of any such fund owned by this Trust shall be the Fair Market Value of such ownership interest as declared by the trustee of such fund determined under the terms of the documents governing the fund.
l 2.
Section 2.09 of the Trust Agreement is amended in its entirety as follows:
Section 2.09 Comoliance with Reauirements of the Code as a Nuclear Decommissioning Reserve Fund. The assets of this Trust Fund may be used only in a manner authorized by Section 468A of the Code and regulations thereunder and, further, this Trust Agreement cannot be amended to violate Section 468A of the Code or any regulations thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be 3
duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
. '. y~;,,:
a w ica NW u
a :,- w.,yg,
s-LOUISIANA POWER & LIGHT COMPANY hELLON BANK,
.A.
y
- " ~
By:
h"N NC By:
/
)
Title:
krsdr t [rNJurer e
Title:
57rn' h seot~
~
I!!7 'I h Date:
/d VN'6 Date:
4
/
/
3
, -D WF3 Report Pace 4 of 22 ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS On this/7Nday ofJanuary,1996, before me, the undersigned notary oublic, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared Steven C. McNeal, who being first duly sworn, deposed and said that appearer is the Assistant Treasurer of Louisiana Power & Light Company, that appearer executed and delivered the above and foregoing Third Amendment to Nuclear Decommissioning Trust Agreement as the true act and deed of said corporation, and that appearer was duly authorized to do so by the board of directors of said corporation.
Am i
V
~N@Y PUBLIC i
i 4
. -D WF3 Report Pace 5 of 22 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF ALLEGHENY On this J/ day ofJanuary,1996, before me, the undersigned notary public, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared b
/dacA w
. who being first duly sworn, deposed and said that appearer is the d i c.c dsM of Mellon Bank, N.A., a national banking association, that appearer executed and delivered the above and foregoing Third Amendment to Nuclear Decommissioning Trust Agreement as the true act and deed of said national banking association, and that appearer was duly authorized to do so by the board of directors of said national banking association.
4 Lv4L4_
(Y bLbb NOTARY PUBLIC Nmn_. t.nl Dener..
.%t. - '.:.. y F tt'e My $
,. ((
.:e h.M '
F. C... JS s
5 i
1
- -D WF3 Report SECOND AMENDMENT TO NUCLEAR Pase 6 of 22 DECOMMt 19lONING TRUST FUND AGREEMENT This Second Amendment to Nuclear Decommissioning Trust Agreement ("Second Amendment") made effective as of the 1st day of January, 1993 by and between Louisiana Power & Light Company (the " Company"), and Mellon Bank, N.A. (the " Successor Trustee").
WHEREAS, on March 14, 1989, the Company and First National Bank of Commerce (the " Trustee") entered into a Nuclear Decommissioning Trust Fund Agreement (the " Trust Agreement"), which provided for the establishment and maintenance of a nuclear decommissioning reserve fund (the " Trust Fund") to l
hold and invest revenues collected by the Company for the decommissioning of Unit No. 3 (nuclear) of the Waterford Steam Electric Generating Station (the "Waterford 3 Plant"); and WHEREAS, as of September 28, 1990, in connection with the Company's sale and leaseback of portions of its ownership interest in the Waterford 3 Plant on September 28,1989, the Company and the Trustee entered into the First Amendment to Nuclear Decommissioning Trust Agreement (the "First Amendment"), which amended the Trust Agreement to continue to provide for the administration and further accum'ulation of monies in the Trust Fund; and WHEREAS, the Company wishes (1) to remove the Trustee, (2) to continue to maintain the Trust Fund and (3) to appoint Mellon Bank, N.A. as Successor Trustee; and WHEREAS, Mellon Bank, N.A. is a Pennsylvania banking corporation with trust powers and has full power and authority to enter into th!s Second Amendment; and WHEREAS, Mellon Bank, N.A. is willing to serve as Successor Trustee on the terms and conditions herein set forth;
,.. -D WF3 Report Page 7 of 22 NOW, THEREFORE, the Company and Mellon Bank, N.A. agree as follows:
1.
In accordance with section 7.01(b) of the Trust Agreement, as amended by the First Amendment, the Company hereby appoints Mellon Bank, N.A. as Successor Trustee of the Trust Fund, and Mellon Bank, N.A. hereby accepts such appointment.
2.
" Successor Trustee" shall mean Mellon Bank, N.A. and any successor thereto.
3.
"First Amendment" shall mean the Trust Agreement, as amended by the First Amendment to Nuclear Decommissioning Trust Agreement made effective on September 28,1990.
4.
The Company and the Successor Trustee agree to be bound by the l
terms of the First Amendment, with the following modifications:
{
l
)
a.
The definitions of " Administrative Costs and Other Incidental Expenses of this Trust Fund", " Contributions", " Letter of Instruction", " Permitted investment", " Responsible Officer",
" Trustee's Annual Report", in Article I of the First Amendment is hereby amended by replacing " Trustee" with " Successor Trustee".
b.
Section 2.01 of the First Amendment is hereby amended by replacing " Trustee" with " Successor Trustee".
Section 2.02 of the First Amendment is hereby amended to c.
provide as follows:
"The Company shall direct the Trustee to transfer the Trust i
Fund to the Successor Trustee. The Company shall transmit Contributions to the Successor Trustee for such accounts, in such amounts and at such times as deemed appropriate by the Company, in accordance with its rights and obligations under Section 9(b)(3)(vi) of the Participation Agreements, for the purpose of providing funds to cuter the anticipated Decommissioning Costs of the Waterford 3 Plant at the end of its operational life. Each transmittal of Contributions shall be made by the Company in the form of a Company check made payable to the Successor Trustee, or by such other method of 2
Atta::hment 4-D WF3 Report Pace 8 of 22 Trustaa on its b:helf, including spsciman signatures, and shall undertake to perform the duties imposed on it under an investment management agreement.
The Successor Trustee may continue to rely upon all such certifications unless otherwise notified in writing by the Company or an investment manager, as the case may be."
h.
Section 4.09 of the First Amendment is deleted in its entirety.
i.
Section 8.02 of the First Amendment is hereby amended by restating the first sentence to provide as follows:
b "The Successor Trustee shall distribute from the trust fund, as directed by the Company, such amounts as shall be required to (a) pay or reimburse the Successor Trustee for any fees or
{
expenses (including reasonable accountants' and attorneys' l
fees and expenses) not otherwise paid or reimbursed to the Successor Trustee as to which the Successor Trustee is entitled to be paid or reimbursed hereunder; and (b) pay all other Administrative Costs and Other incidental Expenses of this Trust Fund."
{
j.
Section 9.08 of the First Amendment is hereby amended to provide as follows:
"Any notice, request, instruction, direction, requisition, or other document required or permitted to be given under this Trust Agreement shall be sufficiently given if delivered in person or when deposited in the United States mail, postage prepaid, as follows:
If to the Company, delivered or addressed to:
Louisiana Power & Light Company P.O. Box 61000 New Orleans, Louisiana 70161 Attention: Steven C. McNeal 1
If to the Successor Trustee:
Mellon Bank, N.A.
One Mellon Bank Center Room 3346 i
Pittsburgh, Pennsylvania 15258-0001 Attention: Earl G. Kleckner or to_ such other address as may be specified from time to time by said party."
-D WF3 Report Pace 9 of 22 k.
Sections 9.12 and 9.15 of the First Amendment are hereby amended by replacing " Trustee" with " Successor Trustee".
1.
Section 9.14 of the First Amendment is hereby amended by replacing " Louisiana" with " Pennsylvania".
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their respective authorized officers as of the effective date indicated on the first page hereof.
LOUISIANA POWER & LIGHT COMPANY MELLON BANK, N.A.
Company Success Trustee By:
N 3 -
By:
GfN
-1 VICEPRESIDENT
Title:
Treasurer
Title:
Il !If!il
./2-/G-9 R Date:
Date:
I
'( N 'EI N.b,
4 APPROgrg as u;
)
i
Attaamient 4-D WF3 Report Pace 10 of 22 STATE OF
/m s,wA.
C TY OF (h e f
s*
Personally came and appeared before me, the u signed authority, in and t
j for the jurisdiction aforesaid, R.Se L
who acknowledged o me that he is "hua cat of Louisiana Power & Light Company and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation, having first been duly authorized so to do.
iven under my hand and official seal n this the day of Oto (
,1992.
8k NOTARt PUBLIC N My Commission Expires: O C
i 9
STATE OF A-COUNTY OF bllag kaN
(
I Personally came and appeared before me, the undersigned authority, in and for the jurisdiction aforesaid, Micuard 7/bc who acknowledged to me that he is t ) \\ct (A2Esiot~~~
of
~,
Mellon Bank, N.A. and that he signed and delivered the foregoing instrument on the day and year therein mentioned as the act and deed of said corporation. having first been duly authorized so to do.
I hem ww,nder my hand and official seal on this the D ay of Given u d
1992.
I ChaQ x=1o'ut NOTARY PUBLIC i
m anaiseal DM uy m ane.,N @3. s My Commission Expires:
i
<u vec.
Memoer.PemsyMna Assoanon d Mme 6
. -D NVF3 Repon Page ll of 22 FIRST AMENDMENT TO NUCLEAR DECOMMISSIONING TRUST ACREEMENT This First Amendaent made effective this $
day of September, 1990 to the Nuclear Decommissioning Trust Agreement entered into and effective as of March 14, 1989 (" Trust Agreement"), each by and between Louisiana Power S Light company (the " company") and First Nat!7nal Bank of Commerce, as Trustee (the " Trustee")(capitalized terms used her e n that are defined herein or in the Trust Agreement as amended by this First Amendment thereto being used herein as so defined;'capitalised terms used herein that are not so defined but that are defined in Appendix A to the Participation Agreements being used herein as therein defined), WITNESSETE TEAT:
WEEREAS, the Osmpany and the Trustee entered into the Trust Agreement to satisfy, in part, tne stated purposes of Section 2.07 thereof; and WEEKEAS,.on September 28, 1989, the Company sold and leased back, on a long-term not lease basis in three separate transactions, Undivided Interests in the ccmpany's prior 100% undivided ownership interest of the waterford 3 Plant (the'" Sale / Leaseback"); and Wuraras, under the Sale / Leaseback Participation Agreements the Company has retained full responsibility for decommissioning the Waterford 3 Plant, is obligated to establish and maintain decommissioning truct funds dedicated to paying the Decommissioning costs with' respect to the company's 100% owned and leased interests in the Waterford 3 Plant in order to satisfy the company's obligations to indemnify the Decommissioning Beneficiaries for all necommissioning corts, and is required by the terms of such Participation Agreements to amend the Trust Agreement so as to provide for General (company's) Decommissioning Funds and Undivided Interest Funds with respect to the monies collected for Decommissioning costs for the Waterford 3 Plant; and WEEREAS, the Company and the Trustee wish to amend the Trust Agreement so that the Company is in compliance with Section 9(b)(3)(vi)(C)X of each of the Participation Agreements and to otherwise allow the Company to comply with the applicable requirements of Section 9(b)(3)(vi) of the Participation Agreements,' Applicable Law and Prudent Utility Practice; and WEEREAR, the Company and the Trustee wish to continue to maintain and to cdminister the assets heretofore and hereafter made a part of the Trust Fund pursuant'to'the Trust Agreement as amended in and by this First Amendment; i
NON, TIEREFORE, the Company and the Trustee do hereby covenant and cgree, and do amend the Trust Agreement in and by this First Amendment follows:
as The definition of " Administrative Costs and Other Incidental 1.
j Expenses of this Trust Fund" is hereby amended to provide as follows:
" Administrative Costs and Other Incidental Expenses of j
r -D VVF3 Repon Page 12 cf 22 this Trust Fund" means all ordinary and necessary expenses (including, if allowed by App 1teable Law, payment of life insurance benefits and other expenses incurred in connection with a Corporate owned Life Insurance plan) incurred in connection with the operation of the Trust Fund as a qualified Nuclear Decommissioning Reserve Fund under section 468A of the code, and shall include the tax imposed by Section 468A(e)(2) the Treasury Regulations, any state or local tax imposed on theof the C of income or the assets of the Trust Fund, legal expenses, accounting expenses, actuarial expenses, Trustee expenses, and the expenses of other skilled persons employed in accordance with section 4.08 of this Trust Agreement.
Such term does not include Decommissioning Costs.
Such term also does not include the excise tax imposed on the Trustee or other disqualified person (within the meaning of section 4951 of the code), or the reimbursement of any expenses incurred in connection with the assertion of such tax unless such expenses are considered reasonable and necessary under Section 4951(d)(2)(c) of the Code and it is determined that the Trustee or the disqualified person is not liable for the excise tax.
However, and only to the extent necessary, if necessary at all, to comply with the indemnification provisions of the Participatien Agreements applicable to Decommissioning Beneficiaries, such term shall include all administrative costs and other incidental expenses relating or allocable to, or incurred in connection with, Decommissioning.
2.
" Applicable Law" is defined to provide as follows:
" Applicable Law" means all applicable laws, statutes, treaties, rules, codes, ordinances, regulations, permits, certificates, orders, interpretations, licenses and permits of any Governmental Authority (Federal, state, county, parish, municipal, foreign, international, regional or other governmental authority, agency, board, body, instrumentality or court); and judgments, decrees, injunctions, writs, orders or like action of any court, arbitrator or other judicial or quasi-judicial tribunal of competent jurisdiction (including those pertaining to health, safety, th6 environment or otherwise).
3.
" Corporate owned Life Insurance" is defined to provide as follows:
" Corporate owned Life Insurance" means life insurance policies purchased under COMRep or any similrx investment plan provided that the policies are administered by, 4nd investments under the plan are made by, one or more insurance companies whosa senior debt securities are rated no less than AA or the equivalent thereof by Standard & Poor's or by another nationally recognized statistical rating organization.
4.
" Decommissioning Beneficiaries" is defined to provide as follows: -D VVF3 Repon Page 13 of 22
" Decommissioning seneficiaries" means the owner Participant, the Owner Trustee and the Corporate and Individual Indenture Trustees (as defined in Appendix A to the Participation Agreements), and their respective successors and assigns as defined in the Participation Agreements.
5.
The definition of " Decommissioning Costs" is hereby amended to i
provide as follows:
" Decommissioning Costs" means all otherwise deductible expenses to be incurred in connection with the entombment, dacontamination, dismantlema c, removal and disposal of the structures, systems and components of the Waterford 3 Plant after it has permanently ceased the production of electric energy.
Such term includen all otherwise deductible expenses to be incurred in connection with the preparation for Decommissioning, such as engineering and other planning expenses, and all otherwise deductible expenses to be incurred with respect to the Waterford 3 Plant after the actual Decommissioning occurs, such as physical security and radiation monitoring expenses.
Such term does not include otherwise deductible expenses to be incurred in connectics.
with the disposal of spent nuclear fuel under the Nuclear Waste Policy Act of 1982 (Pub. L.97-425).
An expense is otherwise deductible if it would be deductible under Chapter 1 of the Code without regard to Section 2805 thereof.
However, and only to the extent necessary, if necessary at all, to comply with the indemnification provisions of the Pa ticipation Agreements applicable to Decommissioning Beneficiaries, such term shall include all costs and expenses relating or allocable to, er incurred in connection with, Decommissioning.
6.
" General (Company's) Decommissioning Funds" is defined to provide as follows:
" General (Company's) Decommissioning Funds" means all of the Trust Fund other than the Undivided Interest Funds.
7.
" Indenture Trustee" is defined to provide as follows:
" Indenture Trustee" has the meaning set out in the definition of
" Decommissioning Beneficiaries".
8.
The definition of " Letter of Instruction" is hereby amend d to provide as follows:
" Letter of Instruction" means a notice in I
writing issued from time to time by the Company Representative directing the Trustee concerning the investment of the Trust Fund, j
the payment of Decommissioning costa or the Administrative costs and Other Incidental Expenses of this Trust Fund, or other matters relating to the administration of this Trust Fund or Trust Agreement.
Such Letters shall at all times not be inconsistent with the company's rights and obligations under Section 9(b)(3)(vi) of,
I
-D NVF3 Repon Page 14 of 22 the Participation Agreements unless necessary to comply with Applicable Law.
The administration anu investment of the Trust Fund shall not be subject to any direction or control by the owner Trustee or the owner Participant, as each is defined in the Participation Agreements, unless' and until an Event of Default (as defined in Facility Lease Nos. 1, 2 and 3, each dated as of september 1, 1989, by and between the Company as Lessee and First National Bank Lf Commerce as owner Trustee, as Lessor), as such is referenced in the Participation Agreement, shall have occurred and be. continuing, in which event the owner Trustee shall have the exclusive right to give instructions to the Trustee regarding administration and investment of the Undivided Interest Funds; provided, however, that any such instructions s. hall be consistent with Applicable Law, che Trust Agreement, as amended, and Prudent Utility Practice and provided, further, however, that no such instructions may be given that would terminate or otherwise limit a Corporate owned Life Insurance plan then being used to provide for the Decommissioning costs.
9.
" Owner Participant" is defined to provide as follows:
" Owner Farticipant" has the meaning set out in the definition of
" Participation Agreements".
10.
" Owner Trustee" is defined to provide as follows:
" Owner Trustee" has the meaning set out in the definition of " Participation Agreements".
11.
" Participation Agreements" is defined to provide as follows:
" Participation Agreements" means those three agreements, each dated as of September 1, 1989, among the owner Trustee, the Indenture Trustee, the owner Participant and the Company.
In each of Participation Agreements Nos. 1, 2 and 3 the owner Participant is ESSL 2, Inc. and the owner Trustee is First National Bank of Commerce.
In Participation Agreements Nos. 1, 2 and 3, respectively, the Corporate and Individual Indenture Trustees are Bankers Trust company and Stanley Burg; Bankers Trust Company of California, National Association and Cecil D. Bobey; and Security Pacific National Trust Company (New York) and Kenneth T. McGraw.
12.
The definition of " Permitted Investment" is hereby amended to provide as follows:
" Permitted Investment" means: (i) public debt securities of the United states that are taken into account for purposes of the public debt 1 Lait of the United states and that are generally available for purchase (which include Treasury bills, Treasury notes, Treasury bonds, savings bonds, but exclude other obligations issued by Federal agencies other than the Treasury Department); (ii) obligations of any state or local governmental unit which are exempt from tax under section 103(a) of the code, and that are not in default as to principal or interest; or (iii) time or demand deposits in an insured bank (as defined in section 582 of.
-D
%'F3 Repon Pace 15 of 22 the code), or in an insured e idit union located in the United States having combined capital, surplos and undivided profits of at least 525,000,000, provided that such deposits shall in no event exceed
$5,000,000.
The Company shall direct, or to the extent such direction is inconsistent with Applicable Law, consult with the Trustee as to the administration and investment of the assets of the Trust Fund.
In all events, and in accordance with Applicable Law, the Trust Fund may be used to purchase and maintain Corporate Owned Life Insurance for the purpose of providing for Decommissioning.
In the event that the rating by Moody's or Standard & Poor's (or, if ratings available generally from either of such organizations, by any are not other nationally recognized statistical rating organization) of an insurance company administering or making investments under any life insurance policy or other plan originally qualifying as Corporate Owned Life Insurance drops below AA or the equivalent, the Trustee shall have six (6) months to disinvest from such policy or plan.
To the extent not inconsistent with the preceding three sentences, the Trust Fund shall be invested in accordance with Prudent Utility Practice, Applicable Law and this Trust Agreement, as it may be amended from time to time.
In no event shall the Trust Fund be invested in the securities or other oblications et the Company, any
~
other own=r me
=a undividwd interest in the Waterford 3 Plant, or any Affiliate thereof.
The term " Permitted Investment" shall, in addition to the foregoing, '
include investment'x in any other property as may be permitted by future amendments, if any, to Section 468A of the Code, except that as specifically provided in this paragraph, after the end of the Lease Term (the term of which is from September 28, 1989 to July 1, 2017 unless earlier terminated or renewed pursuant to the applicable provisions of the applicable Facility Lease), and except that the Trustee shall have ninety (90) days to disinvest from any invor uent that becomes a non-Permitted Investment while held in the Trust Fund, no assets of the Undivided Interest Funds shall be invested 11 any securities or other obligations of the Company or any other owner of an interest in Waterford 3 or any Affiliate of an1 thereof; or any debt obligations of a state or local government r sed below Investment Grade; or any debt obligation of a corporation, trust, or any other entity rated below Investment Grade; or any equity of a corporation or other entity if the debt obligations of such entity are rated below Investment Grade; or any stock options, junk bonds, precious metals, collectibles, commodity futures, or other investments considered speculative at that time. After the end of the Lease Term, to the extent investments of assets of the Undivided Interest Funds have fixed maturity dates, such dates shall be no later than the Decommissioning Date (the date determined by the Decommissioning expert selected by the Company and reasonably acceptable to the owner Participant upon which Decommissioning is estimated, consistent with
. -D VVF3 Rspon Page 16 cf 22 section 9(b)(3)(vi)(c) VIII of the Participation Agreements, to begin, or the date of actual commencement of Decommissioning); provided, however, that such investments made after (X) the date when the company determines to use a particular method of Decommissioning and (Y) the approval of such method by the NRC and any other Governmental Authorities (as defined in the definition of " Applicable Law") having jurisdiction, may have maturity dates not later than the dates when the proceeds thereof are reasonably expected to be needed to pay tne Lessor's Interest Percentage (as defined in Appendix A of the Participation Agreements) of the Estimated Cost of Decommissioning (calculated pursuant to section 9(b)(3)(vi)(c) VIII of the Participation Agreements. Nothing in this paragraph shall in any way limit borrowing or investments in connection with the use of Corporate l
Owned Life Insurance, even though such an investment might not constitute a Permitted Investment.
13.
" Prudent Utility Practice" is defined to provide as follows:
" Prudent Utility Practice" means, at a particular time, any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry at such time or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been' expected to accomplish the desired result at the lowest reasonable cost consistent with good business practices, reliability, safety and expedition.
Prudent Utility Practice is not intended to be limited to the optimum practice, rathod or act to the exclusion of all others, but rather to a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers' warranties, the requirements of any Governmental Authority of competent jurisdiction and the requirements of the sale / Leaseback agreements.
In all events, it shall be considered Prudent Utility Practice for the Company to invest amounts in the Trust Fund in Corporate owned Life Insurance policies.
14.
The term " Trust Fund" means the Trust Fund created and maintained pursuant to the terms of the Trust Agreement, as amended hereby and as j
it may hereafter be amended, and shall be composed of the General (company's) Decommissioning Funds and the Undivided Interest Funds.
I 15.
" Undivided Interest' is defined to provide as follows:
" Undivided Interest" means the owner Trustee's undivided ownership interest in the Waterford 3 Plant as a result of or pursuant to the Sale / Leaseback agreements; the owner of the Undivided Interest shall be an owner in indivision with the owners of cll other undivided interests in the Waterford 3 Plant.
16.
" Undivided Interest Funds" is defined to provide as follows:
" Undivided Interest Funds" means that portion of the Trust Fund to be -D NVF3 Repon Page 17 of 22 used for funding the Decommissioning Cost allocable to the Undivided Interests.
17.
The text of section 2.01 of the Trust Agreement is hereby amended to provide as follows:
The Company and the Trustee hereby establish clearly segregated and separate special trust accounts in the custody of the Trustee, to be designated collectively as "The Louisiant Power
& Light Company Waterford 3 Nuclear Decommissioning Trust Fund" (hr;einafter referred to as the " Trust Fund"), for the purposes described in section 2.07 hereof, such accounts shall be established and maintained to reflect the company's ownership and leasehold intere,rs..
such accounts shall be for the benefit of the DecommAssioning Beneficiaries and the company in accordance with the company's rights and obligations under and pursuant to section 9(b)(3)(vi) of the Participation Agreements, Applicable Law, Prudent Utility Practice and this Trust Agreement.
The abovereferenced accounts may be structured to reflect the jurisdictional portions of the Decommissioning costs attributable to the company's state and local retail rate regulators.
18.
The text and heading of section 2.02, subparagraph (a), are hereby amended to provide as follows: Transmittal of Contributions.
(a) The Company shall make an initial Contribution to the Trustee no later than March 15, 1989, and thereafter shall transmit additional Contributions to the Trustee for such accounts, in such amounts and at such times as deemed appropriate by the company, in accordance with its rights and obligations under section 9(b)(3)(vi) of the Participation Agreements, for the purpose of providing funds to cover the anticipated Decommissioning Costs of the Waterford 3 Plant at the end of its operational life. Each transmittal of initial and additional Contributions shall be made by the company in the form of a Company check made payable to the Trustee, by wire transfer to the Trustee, or by such other method of transmittal deemed appropriate by the Company.
The Trustee shall be under no duty to inquire as to the correctness of the amounts of Contributions transmitted by the company, nor to bring proceedings or otherwise seek to enforce transmittal of Contributions from the Company.
19.
The text of section 2.04 is amended to provide as follows:
If any part of any Contribution made to the Trust Fund is subsequently determined by the Company to be in excess of the amount allowed by section 1.468A-2 of the Treasury Regulations to be so contributed, the amount of any such Excess contribution shall, subject to and consistent with the Company's rights and obligations under section 9(b)(3)(vi) of the Participation Agreements and upon a written request i i
At achment 4-D YVF3 Repon Pace 18 of 22 to the Trustee, be repaid to the company by the Trustee.
20.
The text of section 2.05 is hereby amended to provide as follows:
The Contributions received by the Trustee pursuant to Section 2.02(a) shall be deposited in the Trust Fund in accordance with Letter (s) of Instruction from the Company.
The Trustee shall hold, invest, reinvest, manage, and administer all Contributions received by it, together with the increment, increase, earnings, and income thereof, as a separate nuclear decommissioning trust fund that is qualified as a Nuclear Decommissioning Reserve Fund within the meaning of Section 468A of the Code. All income and earnings of the Trust Fund shall be accumulated by the Trustee and by it held, invested, and reinvested, in accordance with Letter (s) of Instruction from the Company, as part of the principal of said Trust Fund solely in Permitted Investments.
Such income and earnings, except for the payment of expenses as provided for in Section 4.04 hereof, shall be held in trust exclusively for the purpose of providing funds for the Decommissioning costs of the Waterford 3 Plant.
Except as specifically directed by the company by a Letter of Instruction as provided in Section 3.01 of this Trust Agreement, the responsibility to hold and to invest and reinvest any meneys held hereunder or to make substitutions for the Permitted Investments initially purchased hereunder or to sell, transfer, or otherwise dispose of the Permitted Investments shall be vested in the Trustee, and thw responsibility of the Trustee hereunder shall be to hold and to invest and reinvest the Trust Fund in its possession or under its control as Trustee, in accordance with the powers and subject to the restrictions stated in this Trust Agreement or in any modification or amendment hereof made with the consent of the Trustee.
21.
The text of section 2.06 is hereby amended to provide as follows:
The Trustwo shall hold, for the benefit of the Decommissioning Beneficiaries and the Company, the Trust Fund at all tLmes as an independent and separate trust fund, wholly segregated from other funds and securities of the Company or any of the company's Affiliates as may be placed on deposit with the Trustee, shall never commingle the Permitted Investments with other funds or securities owned or held by it, and shall never at any time invest, use, loan or borrow the Trust Fund, use the Trust Fund as collateral, offset or apply any portion of the Trust Fund against any debt of the Company or its Affiliates owed to the Trustee or any of the Trustee's Affiliates, or otherwise use the Trust Fund in any way other than as provided in this Trust Agreement. The Trustee shall make reasonable efforts, consistent with the standard of care required by Section 4.01 below, to physically safegvsed the Permitted Investments in its possession.
Nothing herein contained shall be construed as requiring the Trustee to keep the identical money, or any part thereof, in the Trust Fund if D VVF3 Repon Page 19 of 22 it is impractical to do so, but money of an equal amount, except to the extent represented by the Permitted Investments, must always be maintained on deposit in the Trust Fund as trust funds held by the Trustee as trustee, and special and separate accounts, established as indicated in Section 2.01 hereof, evidencing such facts, shall also at all times be maintained on the books of the Trustee, togethec with such Permitted Investments so purchased.
22.
The text of section 2.07 is hereby amended to provide as follows:
The company hereby warrants and covenants that, subject to Applicable Law and the right of the company to the balance of the Trust Fund upon completion of Decommissioning the Waterford 3 Plant as provided in Section 8.03 below, the Trust Fund shall be exclusively for the following purposes:
(a)
The accumulation and investment of funds for the payment of all Decommissioning costs; (b) The payment of all costs, liabilities and expenses of the company and the Decommissioning seneficiaries relating to, or incurred in connection with, Decommissioning the Waterford 3 Plant; and (c)
The payment of any Administrative costs and other Incidental Expenses of this Trust Fund.
The company shall not authorize or permit the Trustee to invest or use the Trust Fund except in accordance with the terms of this Trust j
Agreement.
It is the intent of the Company that the Trust Fund be held by the Trustee and remain segregated from the other assets of the company.
23.
The text of section 3.03 is hereby amended to provide as follows:
In addition to the contributions transmitted by the company to the Trustee pursuant to section 2.02(a) above, the Company, in accordance with its obligations under section 9(b)(3)(vi) of the Participation Agreements, may make additional cash contributions to the Trust Fund from time to time in such amounts as it shall determine.
24.
The text of section 6.01 is hereby amended to provide as follows:
The Company (including any successor pursuant to this section 6.01) shall 3
not assign, convey or otherwise transfer any of its rights and interests in and to this Trust Agreement and the Trust Fund except in accordance with the tetas of this Trust Agreement, it being understood and agreed that recognition in this Trust Agreement of the company's obligations under Section 9(b)(3)(vi) of the Participation Agreements does not constitute, and shall not be deemed to be, an assignment, conveyance or transfer of any of the Company's rights and interests in and to this Trust Agreement. Subject to the approval of the Louisiana '
-D WF3 Report Page 20 of 22 Public Service Commission and/or any other governmental agency or entity with jurisdiction, to the extent such approval is required by applicable law, the Company may convey to any other person (hereinafter in this Article VI referred to as the " Transferee")
all or any part of its rights and interests in and to this Trust Agreement and the Trust Fund if (a) the Transferee has the requisite power and authority to enter into and carry out the activities required or contemplated to be performed by the company under this Trust Agreement; and (b) the Transferee enters into an agreement, in form and substance reasonably satisfactory to the Trustee, whereby the Transferee confirms that, to the extent of such conveyance, it shall be deemed to be the party named as the Company in this Trust Agreement and agrees, to such extent,,to be bound by all the terms of, and to undertake all the obligations contained in, this Trust Agreement.
25.
The text of Section 8.01 is hereby amended to provide as follows:
All payments to be made by the Trustee under this Trust Agreement shall be made only from the assets, income and proceeds of the Trust Fund, except as specifically provided in section 4.04(c).
The Company agrees that it will look solely to the assets, income and proceeds of the Trust Fund to the extent available for payment as herein provided and that, except as specifically provided herein, the Trustee shall not be liable to the company or any Decommissioning Beneficiary for any amounts payable under this Trust Agreement and shall not be subject to any liability under this Trust Agreement.
IN WITNESS WEEREOF, the Company and the Trustee have caused this First Amendment to be executed by their respective duly authorized officers and their corporate seals to be hereunto affixed.
i WITNESSES:
LOUISIANA POWER & LIGHT COMPANY k
M By k'
N Auras
/-m Titie FIRST NATIONAL BANK OF COMMERCE k*
s"^
By b
DENIS L. MILLI!!EP. "
/ 7/ E, e s M 8s/
Title vlee President and Trust Officer E
1 l
f -D WF3 Report Page 21 of 22 ACKNOWLEDGEMENT STATE OF LOUISIANA PARISE OF ORLEANS On this Eb day of September, 1990, before me, the undersigned notary public, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared N A. FA kl M O who being first duly sworn, deposed and said that appearer is g /hr /re,M st rer of Louisiana Power & Light Company, that appearer executed and delivered the above and foregoing First Amendment to Nuclear Decommissioning. Trust Agreement as the true act and deed of said corporation, and that appearer was duly authorized to do so by the board of directors of I
said corporation.
WITNESSES:
(t,.
CULAA4s bond f--^'
K J/J '
^
NOTARY PUBLIC
, -D WF3 Report Pace 22 of 22 ACENOWLEDGEMENT STATE OF LOUISIANA PARISE OF ORLEANS on this 28 day of September, 1990, before me, the undersigned i
notary public, duly commissioned and qualified in and for the aforesaid jurisdiction, personally came and appeared BFM i R L. M i L L INER who being first duly sworn, deposed and said that appearer is e \\/me M-d4MM 77usE Nur of the First National Bank of Commerce, a national f
banking association, that appearer executed and delivered the above and j
foregoing First Amendment to Nuclear Decommissioning Trust Agreement as the true act and deed of said national banking association, and that appearer was duly authorized to do so by the board of directors of said national banking casociation.
WITNESSES:
^
g, I
- C ///
NOEARY PUBLIC l
i
. '