ML20205L114
| ML20205L114 | |
| Person / Time | |
|---|---|
| Site: | Waltz Mill, 07000698 |
| Issue date: | 03/12/1999 |
| From: | Seco P External (Affiliation Not Assigned) |
| To: | NRC |
| Shared Package | |
| ML20205L087 | List: |
| References | |
| NUDOCS 9904140145 | |
| Download: ML20205L114 (108) | |
Text
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ABN AMRO Bank 335 Madison AvInue N3w York. New York 10017
- f. (212) 503-2400 IRREVOCABLE STANDBY LETTER OF CREDIT LETTER OF CREDIT AMOUNT: USD13,650,000.00 DATED: MARCll 12,1999 EXPIRY: MARCH 12,2000 U.S. NUCLEAR REGULATORY COMMISSION ("NRC")
DECOMMISSIONING AMD IiEGULATORY BRANCH WASHINGTON, D.C. 20555 ATTENTION: GROUP CHIEF DEAR SIR OR MADAM:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CI. )lT M IN YOUR FAVOR, AT Tile REQUEST AND FOR ACCOUNT OF ENERGY PSSTINGHOUSE ELECTRIC COMPANY LLC ("WELCO"), UP TO THE AGGREGATE AMOUNT OF USD13,650,000.00 (THIRTEEN MILLION SIX HUNDRED FIFTY THOUSAND AND 00/100 UNITED STATES DOLLARS ONLY), FOR AND WITH RESPECT TO THE NRC MATERIALS LICENSE NO. SNM-770 (WALTZ MILL SITE, MADISON, PA) AND IN THE AMOUNT ASSOCIATED WITH SUCH MATERIALS LICENSE NO. SNM-770, AVAILABLE UPON l PRESENTATION OF:
- 1. YOUR SIGHT DRAFT, BEARING REFERENCE TO THE LETTER OF CREDIT NO. W AND NRC MATERIALS LICENSE NO. SNM-770 (WALTZ MILL SITE, MADISON, PA), AND
- 2. YOUR SIGNED STATEMENT READING AS FOLLOWS: I CERTIFY THAT THE AMOUNT OF THE DRAFT IS PAYABLE PURSUANT TO REGULATIONS ISSUED UNDER THE i AUTHORITY OF TIIE U.S. NUCLEAR REGULATORY COMMISSION. l THIS LETTER OF CREDIT IS ISSUED IN ACCORDANCE WITH REGULATIONS ISSUED UNDER THE AUTHORITY OF THE NRC, AN AGENCY OF THE U.S. GOVERNMENT, PURSUANT TO THE ATOMIC ENERGY ACT OF 1954, AS AMENDED, AND THE ENERGY REORGANIZATION ACT OF 1974. THE NRC HAS PROMULGATED REGULATIONS IN TITLE 10, CHAPTER 1 OF THE CODE OF FEDERAL REGULATIONS, PARTS 30,40,50 OR 70, (THE
' APPLICABLE REGULATIONS") WHICH REQUIRE THAT A HOLDER OF, OR AN APPLICANT FOR, A LICENSE ISSUED UNDER THE APPLICABLE REGULATIONS, PROVIDE ASSURANCE THAT FUNDS WILL BE AVAILABLE WHEN NEEDED FOR DECOMMISSIONING.
THIS LETTER OF CREDIT IS EFFECTIVE MARCH 12,1999 AND SHALL EXPIRE ON MARCH 12,2000 BUT SUCH EXPIRATION DATE SHALL BE AUTOMATICALLY EXTENDED FOR A PERIOD OP 1 YEAR ON MARCH 12,2000 AND ON EACH SUCCESSIVE EXPIRATION DATE, UNLESS AT LEAST 90 DAYS BEFORE THE EXPIRATION DATE THEN IN EFFECT, WE NOTIF" BOTH YOU AND WELCO, BY CERTIFIED MAIL, AS SHOWN ON THE SIGNED RETURN R2CEU'TS, THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT BEYOND IT'S EXPIRATION DATE THEN IN EFFECT.
IF WELCO IS UNABLE TO SECURE ALTEPJ4ATIVE FINANCIAL ASSURANCE TO
- SEE NEXT PAGE *
~
9904140145 990330 PDR ADOCK 05000022 P PDR aan con.u er
r- i ABN AMR0 Bank !
aas u o' son ^veaue I Niw YofA. H:w York 10017 3
, (212) 503-2400 CONTINUATION OF L/C REFERENCE M q I
Tills LETTER OF CREDIT WITHIN 30 DAYS OF NOTIFICATION OF CANCELLATION, Tile NRC MAY DRAW UPON THE FULL VALUE OF Tills LETTER OF CREDIT PRIOR TO CANCELLATION. l ABN AMRO BANK N.V. SHALL GIVE IMMEDIATE NOTICE TO WELCO AND Tile NRC OF i ANY NOTICE RECEIVED OR ACTION FILED ALLEGING (1) THE INSOLVENCY OR BANKRUPTCY OF ABN AMRO BANK N.V., OR (2) ANY VIOLATION OF REGULATORY REQUIREMENTS TilAT COULD RESULT IN SUSPENSION OR REVOCATION OF THE ABN AMRO BANK N.V 'S CHARTER.
ABN AMRO BANK N.V. ALSO SHALL GIVE IMMEDIATE NOTICE IF, FOR ANY REASON, IT BECOMES UNABLE TO FULFILL IT'S OBLIGATIONS UNDER TIIE LETTER OF CREDIT NO.
M WiiENEVER THIS LETTER OF CREDIT IS DRAWN ON UNDER AND IN COMPLIANCE WITil THE TERMS OF Tills LETTER OF CREDIT ABN AMRO BANK N.V. SHALL DULY HONOR SUCH DRAFT UPON IT'S PRESENTATION TO US WITHIN 30 DAYS, AND WE SHALL DEPOSIT THE AMOUNT OF THE DRAFT DIRECTLY INTO THE STANDBY TRUST FUND OF WELCO IN ACCORDAhCE WITH TIIE NRC'S INSTRUCTIONS.
EACH DRAFT MUST BEAR ON IT'S FACE Tile CLAUSE: " DRAWN UNDER LETTER OF CREDIT NO. MDATED MARCH 12,1999 AND THE TOTAL OF THIS DRAFT AND ALL OTHER DRAFTS PREVIOUSLY DRAWN UNDER THIS LETTER OF CREDIT DOES NOT EXCEED USD13,650,000.00."
THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION, INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, PUBLICATION NO. 500.
TRULY YOURS ABN AMRO BANK N.V. l J
./ b (AUTli6RIZED SIGNATURE) (AyTI R ED SIGNATURE) i I l l
l ADN 0017 JUL 97
- 1 M ABN AMRO Bank !
y 335 Madison Avenue
, Nsw York. N w York 10017 (212) 503-2400 i'
IRREVOCABLE STANDBY LETTER OF CREDITM LETTER OF CREDIT AMOUNT: USD25,000,000.00 DATED: MARCH 12,1999 EXPIRY: MARCil 12,2000 U.S. NUCLEAR REGULATORY COMMISSION ("NRC")
DECOMMISSIONING AND REGULATORY BRANCH WASHINGTON, D.C. 20555 ATTENTION: GROUP CHIEF 1 DEAR SIR OR MADAM:
WE HEREBY ESTABLISH OUR 1RREVOCABLE STANDBY LETTER OF CREDIT FM IN YOUR FAVOR, AT THE REQUEST AND FOR ACCOUNT OF WESTINGHOUSE ELECTRIC ,
COMPANY LLC ("WELCO"), UP TO THE AGGREGATE AMOUNT OF USD25,000,000.00 I (TWENTY FIVE MILLION AND 00/100 UNITED STATES DOLLARS ONLY), FOR AND WITil RESPECT TO Tile NRC MATERIALS LICENSE NO. SNM-1107 (NUCLEAR FUEL FABRICATION, BLUFF ROAD, COLUMBIA, SC) AND IN THE AMOUNT ASSOCIATED WITH SUril MATERIALS LICENSE NO. SNM-Il07, AVAILABLE UPON PRESENTATION OF:
- 1. YOUR SIGHT DRAFT, BEARING REFERENCE TO THE LETTER OF CREDIT NO. M AND NRC MATERIALS LICENSE NO. SNM-Il07 (NUCLEAR FUEL FABRICATION, DLUFF ROAD, COLUMBIA, SC), AND
) 2. YOUR SIGNED STATEMENT READING AS FOLLOWS: I CERTIFY THAT THE AMOUNT OF THE DRAFT IS PAYABLE PURSUANT TO REGULATIONS ISSUED UNDER THE AUTHORITY OF THE U.S. NUCLEAR REGULATORY COMMISSION. I THIS LETTER OF CREDIT IS ISSUED IN ACCORDANCE WITH REGULATIONS ISSUED UNDER THE AUTHORITY OF THE NRC, AN AGENCY OF THE U.S. GOVERNMENT, PURSUANT TO THE ATOMIC ENERGY ACT OF 1954, AS AMENDED, AND THE ENERGY REORGANIZATION ACT OF 1974. THE NRC HAS PROMULGATED REGULATIONS IN TITLE 10, CHAirTER 1 OF THE CODE OF FEDERAL REGULATIONS, PARTS 30,40, 50 OR 70, (Tile
" APPLICABLE REGULATIONS") WHICH REQUIRE THAT A IlOLDER OF, OR AN APPLICANT FOR, A LICENSE ISSUED UNDER THE APPLICABLE REGULAT7)NS, PROVIDE ASSURANCE THAT FUNDS WILL BE AVAILABLE WHEN NEEDED FOR DECOMMISSIONING.
THIS LETTER OF CREDIT IS EFFECTIVE MARCH 12,1999 AND SHALL EXPIRE ON MARCH 12,2000, BLTT SUCH EXPIRATION DATE SHALL BE AUTOMATICALLY EXTENDED FOR A PERIOD OF 1 YEAR ON MARCH 12,2000 AND ON EACH SUCCESSIVE EXPIRATION DATE, !
UNLESS AT LEAST 90 DAYS BEFORE THE EXPIRATION DATE THEN IN EFFECT, WE I NOTIFY BOTH YOU AND WELCO, BY CERTIFIED MAIL, AS SHOWN ON THE SIGNED l RETURN RECEIPTS, THAT WE ELECT NOT TO EXTEND THIS I 'TTER OF CREDIT BEYOND IT'S EXPIRATION DATE THEN IN EFFECT. l I
- SEE NEXT PAGE
- ABN 0017 JUL 97
1 ABN AMR0 Bank 3 j T 335 Madison Avenue ;
N w York. New York 10017 (212) 503-2400 CONTINUATION OF L/C REFERENCE M IF WELCO IS UNABLE TO SECURE ALTERNATIVE FINANCIAL ASSURANCE TO REPLACE Tills LETTER OF CREDIT WITillN 30 DAYS OF NOTIFICATION OF CANCELLATION, Tile I NRC MAY DRAW UPON Tile FULL VALUE OF Tills LETTER OF CREDIT PRIOR TO l CANCELLATION.
ABN AMRO BANK N.V. SilALL GIVE IMMEDIATE NOTICE TO WELCO AND THE NRC OF ANY NOTICE RECEIVED OR ACTION FILED ALLEGING (1) THE INSOLVENCY OR BANKRUlrTCY OF ABN AMPO BANK N.V., OR (2) ANY VIOLATION OF REGULATORY REQUIREMENTS THAT COULD RESULT IN SUSPENSION OR REVOCATION Ol' Tile ABN AMRO BANK N.V.'S CilARTER.
ABN AMRO BANK N.V. ALSO SilALL GIVE IMMEDIATE NOTICE IF, FOR ANY REASON, IT BECOMES UNABLE TO FULFILL IT'S OBLIGATIONS UNDER Tile LETTER OF CREDIT NO.
M WilENEVER Tills LETTER OF CREDIT IS DRAWN ON UNDER AND IN COMPLIANCE WITil THE TERMS OF THIS LETTER OF CREDIT, ABN AMRO BANK N.V. SHALL DULY HONOR j SUCH DRAFT UPON IT'S PRESENTATION TO US WITHIN 30 DAYS, AND WE SHALL '
DEPOSIT THE AMOUNT OF THE DRAFT DIRECTLY INTO THE STANDBY TRUST FUND OF WELCO IN ACCORDANCE WITil THE NRC'S INSTRUCTIONS.
EACH DRAFT MUST BEAR ON IT'S FACE THE CLAUSE: " DRAWN UNDER LETTER OF CREDIT M DATED MARCH 12,1999 AND TIIE TOTAL OF Tills DRAFT AND ALL ,
OTHER DRAFTS PREVIOUSLY DRAWN UNDER THIS LETTER OF CREDIT DOES NOT l EXCEED USD25,000,,000.0c " !
THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PARIS, FRANCE, PUBLICATION NO. 500.
TRULY YOURS l ABN AMRO BANK N.V.
$uw (AUTHORIZED SIGNATURE)
J (AUpl
%W IZ TSIGNATURE)
ABN 0017 JUL 97
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_. __ __ __ __ __ .. __ .. __ __ __ m . _ . _ . . .-
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CH ASE M ANH ATTAN llANK DELAWARE I
[ g LETTER OF CREDIT DEPARTMENT 1
h 8 1201 MARKET STREET / P.O. BOX 8840, RODNEY SQUARE. WILMINGTON, DELAWARE 19899 k 9
1 L DATE M ARCH 12,1999 L IRREVOCA HLE STANDBY OUR NO.
LETTER OF CREDIT L L P
ADVISING BANK APPLICANT "
ENERGY SYSTEMS ACQUISITION COMPANY LLC l 4350 NORTHERN PIKE {
MONROEVILLE, PA 15146 I HENEFICIARY AMOUNT ,
U.S. NUCLEAR REGULATORY COMMISSION ("NRC") U S $25,780,000.00" * * "
- w DECOMMISSIONING AND REGULATORY BRANCH ,
9 WASHINGTON, D.C. 20555 m ATTENTION: GROUP CHIEF W EXPIRY k M n MARCH 12,2000""'
W w WE IIEREBY ESTABLISH OUR 1RREVOCABLE STANDBY LETTER OF CREDIT MIN YOUR FAVOR, AT THE REQUEST AND FOR THE ACCOUNT OF WESTINGHOUSE ELECTRIC COMPANY LLC (" WELCO") UP TO THE AGGREGATE AMOUNT OF U.S. DOLLARS TWENTY-FIVE MILLION SEVEN HUNDRED EIGHTY THOUSAND AND q 00/100, FOR AND WITH RESPECT TO THE NRC MATERI ALS LICENSE NO. SNM-1107 (NUCLEAR FUEL FABRICATION, BLUFF ROAD, COLUMBI A, SC) AND IN THE AMOUNT ASSOCI ATED WITH SUCH MATERI ALS l LICENSE NO. SNM-1107, AVAILABLE UPON PRESENTATION OF: I l
- 1) YOUR SIGHT DRAFT, BEARING REFERENCE TO LETTER OF CREDIT NO. 71497 AND NRC l MATERIALS LICENSE NO. M (NUCLEAR FUEL FABRICATION, BLUFF ROAD, COLUMBIA, l SC), AND I
l 2) YOUR SIGNED STATEMENT READING AS FOLLOWS: I CERTIFY THAT THE AMOUNT OF THE j DRAFT IS PAYABLE PURSUANT TO REGULATIONS ISSUED UNDER THE AUTHORITY OF THE U.S.
NUCLEAR REGULATORY COMMISSION.
w i l
M M THIS LETTER OF CREDIT IS ISSUED IN ACCORDANCE WITH THE REGULATIONS ISSUED UNDER THE
( AUTHORITY OF THE NRC, AN AGENCY OF THE U.S. GOVERNMENT, PURSO ANT TO THE ATOMIC ENERGY ACT l OF 1954, AS AMENDED, AND THE ENERGY REORGANIZATION ACT OF 197.. THE NRC HAS PROMULGATED l REGULATIONS IN TITLE 10, CHAPTER 1 OF THE CODE OF FEDERAL REGULATIONS, PARTS 30,40,50 OR 70,(THE
" APPLICABLE REGULATIONS") WHICH REQUIRE THAT A HOLDER OF, OR AN APPLICANT FOR, A LICENSE ,
l ,
i q ISSUED UNDER THE APPLICABLE REGULATIONS, PROVIDE ASSURANCE THAT FUNDS WILL BE AVAILABLE 5 WHEN NEEDED FOR DECOMMISSIONING.
THIS LETTER OF CREDIT IS EFFECTIVE AS OF MARCH 12,1999 AND SH ALL EXPIRE ON MARCH 12,2000, BUT SUCH EXPIRATION DATE SHALL BE AUTOMATICALLY EXTENDED FOR A PERIOD OF AT LEAST 1 YEAR ON y
EACH SUCCESSIVE EXPIRATION DATE, UNLESS, AT LEAST 90 DAYS BEFORE THE CURRENT EXPlRATION DATE, ,
M WE NOTIFY BOTH YOU AND WELCO, BY CERTIFIED MAIL, AS SHOWN ON THE SIGNED RETURN RECElPTS. 9 y IF WELCO IS UNABLE TO SECURE ALTERNATIVE FINANCIAL ASSURANCE TO REPLACE THIS LETTER OF g M' CREDIT WITHIN 30 DAYS OF NOTIFICATION OF CANCELLATION, THE NRC MAY DRAW UPON THE FULL VALUE 1 OF THIS LETTER OF CREDIT PRIOR TO CANCELLATION.
L h n CHASE MANHATTAN BANK DELAWARE SHALL GIVE IMMEDIATE NOTICE TO WELCO AND THE NRC OF ANY M NOTICE RECEIVED OR ACTION FILED ALLEGING (1) THE INSOLVENCY OR BANKRUPTCY OF CHASE k, k 9
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L-184287 7/1
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PAGEqVO OF 1RREVOCABLE STANDBY LETTER OF CREDITM, 12,1999 DATED M A L 9
MANil ATTAN BANK DELAWARE, OR (2) ANY VIOLATIONS OF REGULATORY REQUIREMENTS TH AT COULD w
RESULT IN SUSPENSION OR REVOCATION OF Tile CHASE MANil ATTAN BANK DELAWARE'S CilARTER. L H
CHASE MANilATTAN BANK DELAWARE ALSO SHALL GIVE IMMEDIATE NOTICE 1F, FOR ANY REASON,IT 6
M BECOMES UNAllLE TO FULFILL ITS OBLIGATIONS UNDER Tile LETTER OF CREDIT W L 1
WHENEVER Tills LETTER OF CREDIT IS DRAWN ON UNDER AND IN COMPLI ANCE WITH THE TERMS OF THIS L LETTER OF CREDIT, CHASE MANilATTAN BANK DELAWARE SH ALL DULY llONOR SUCH DRAFT UPON ITS w 1
PRESENTATION TO US WITHIN 30 DAYS, AND WE SHALL DEPOSIT THE AMOUNT OF SUCH DRAFT DIRECTLY 9 INTO THE STANDBY TRUST FUND OF WELCO IN ACCORDANCE WIT 11 THE NRC'S INSTRUCTIONS.
L L
" H EACll DRAFT MUST BEAR ON ITS FACE THE CLAUSE: " DRAWN UNDER LET) ER OF CREDIT MDATED MARCll 12,1999 AND THE TOTAL OF THIS DRAFT AND ALL OTHER DRAFTS PREVIOUSLY DRAWN UNDER THIS W LETTER OF CREDIT DOES NOT EXCEED $25,780,000.00." 6 M M Tills LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY w CREDITS (1993 REVISION, INTERNATIONAL CilAMBER OF COMMERCE, PARIS FRANCE, PUBLICATION NO. 500). w M
9 CilASE MANilATTAN BANK DELAWARE W w M 9 w BY: w NAME:
MICllAll P. IIANDf 10 M 9 TITLE: VICE PRESIDENT w
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9 9 W k M M W W N i N 1
W k M 9 I !
M~ 9 k k M M j k u 9= 9 W. W M N k 6 M 9 k 6 f t L 1H287 711
I EXIIIBIT A - 4 Certification of Authorized Signatories i
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CERTIFICATION I, ALVIN J. SHUTTLEWORTH, Secretary of WESTINGHOUSE ELECTRIC COMPANY LLC, DO HEREBY CERTIFY that the attached are true and correct copies of resolutions adopted by unanimous written consent of all of the members of the Board of Directors of said Company (acting under its former name Energy Systems Acquisition Company LLC), respectively, on January 11, 1999 and January 18,1999 and which resolutions are still in full force and effect.
IN WITNESS WHEREROF, I have hereunto set my hand and affixed the . seal of said Company.
Dated: MarchD999
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' AhW7Shuttleworth Secretary l
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UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF ENERGY SYSTEMS ACQUISITION COMPANY LLC The undersigned, being all of the directors of Energy Systems Acquisition Company LLC, a Delaware limited liability company (the " Company"), acting by unanimous written consent in lieu of a meeting of the Board of Directors of the Company (the " Board"), hereby adopt, approve and authorize the actions set forth below pursuant to Section 5.8 of the Limited Liability Company Agreement of the Company and hereby direct the Secretary of the Company to place this consent in the minutes of the proceedings of the Board.
RESOLT ED: That the officers of the Company, acting alone or together, are hereby authorized and empowered to execute, deliver and file with the United States Nuclear Regulatory Commission (the " Commission"), any documents, including exhibits, to be. incorporated into or related to the license transfer applications submitted to the Commission by CBS Corporation in connection with the sale of the assets of the nuclear and govemment operations business of CBS Corporation to a consortium consisting of BNFL USA Group Inc., an affiliate of the Company, and Morrison Knudsen Corporation.
RESOLVED: That the office:; of the C. mpany, subject tr ;r$ direc'hn of the President, are nereby authorized and directed, in the name and on behalf of the . < ..pany, to carry mit the purpose of the above resolution by executing any and all other necesury , txacic av .mts and to take all other actions and to do all things as may be necessan or g 7.pr 4 order to l carry out and effect the intent of the foregoing actions, and hereby catifies and confirms any and l all such actions.
RESOLVED: That this consent may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. l
Dated as of Jaur.ary 18,1999, i APPROVED:
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John J.Ta r e f4, s ,< & '
Rsss A. . ~Chiese W.-
Ias B.Duncan 7 LA udt um l
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UNANIMOUS WRITTEN CONSENT OF THE OF THE DIRECTORS IlE ENERGY SYSTEMS _ ACOUTSTTION COMP ANY LLC l
l The undersigned, being all of the directors of Energy Systems Acquisition Company LLC, a Delaware limited liability company (the " Company"), acting by unanimous written consent in lieu of a meeting of the Board of Directors (" Board"), hereby adopt, approve and authorize the resolutions set forth below pursuant to Section 5.8 of the Limited Liability Agreement of the Company, and hereby direct the Secretmy of the Company to place this consent in the minutes of the rocedings of the Board:
Banic Authoriwien RESOLVED: ht the Board hereby authorizes:
)
(a) the use of any of the following banks for the issue of..ew letters of credit and/or the-I assignment of the liabilities for certain existing letters of credit from CBS Corporation
("CBS") to the Company:
ABN-AMRO Bank N.V.
l Barclays Bank PLC l l Chase Manhatt m Bank Delaware h Fust Nadonni Bank of Chicago Fleet Bank NA l National Westminster Bank PLC Societe Generale New York Stanch I
and (b) any one ofthe following persons:
John J. Taylor Ian B. Duncan Ross A.N. Chiese Alvin J. Shun!eworth l
to enter into agreements on behalf of the Company with any of the above banks on terms and conditions that he thinks fit for the issue of new letters of credit and/or the assignment of the liabilities for certain existing letters ofcredit from CBS to the Company, such existing letters of credit to be specified in the agreement with the bank.
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Authorization for Gunlifiention. Etc.
RE5OLVED: That, for the purpose of authorizing the Company to do business in any state, district, territory or dependency of the United States or any prrvince of C=da or an,v foreign country in which it is necessary or expedient for the Cornpany to tmnsact business, the appropriate officers of the Company or any of them s!all be, and hereby are, authorized and empowered to appoint and substitute all accessary r gents or attomeys for service of process, to designate and change the location ofall necesary statutory otYices, and to make, execute, acknowledge (where necessary) and file any necessary applications, certificates, reports, powers of attorney and other do,:uments or instruments as may be required by the laws ofsuch state, district, territory, de pendency, province or country to authorize the Company to transact business therein, n td, whenever it is expedient for the Company to cease doing business therein and withdraw therefbra, to revoke any appointment of agent or attomey for service ofpec'.:ess, and to make, execute, acknowledge (where w-a y) and file such applications, cc.d&='~. reports, revocations of appointment, surrender, or other documents or instruments as may be necessary or appropriate to terminate the authority of the Company to do business in any such state, district, territory, dependency, province or country.
Further Authe.. ' _;:en for C. . .dadon RESOLVED: That the appropriate officers of the Company shall be, and hereby are, authe/4 spo;.uM and directed to take all necessary or approprimar medon, including the vgiture of fhnds, in order fully and WMously to complete the organizadon of the Company.
Related Actions RESOLVED: That auch of the officers of the Company, acting alone or tee d.ez, is hereby authorized and directed to take any and all other steps -enry or advisable in order to carry out the purposes of the foregoing resolutions.
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Dated: January 11,1999 hROVED: _
Q,/w J-John J. Tay r U R'oss A. N. Chiese
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Ian G. Duncan
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l EXillBIT A - 5 l
! Information Regarding Incorporation and Authority of Trust flank 1
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Chase Manhattan Trust Company, National Association Secretarv's Certificate The undersigned Secretary of Ch se Manhattan Trust Company, National Association
("CMTC"), hereby certines:
(i) I am the duly elected and acting Secretary of CMTC.
(ii) A true copy of(a) the certificate of authority for New Trust Company, National Association, to commence business as a national banking association, (b) authorization ofNew Trust Company, National Association, to exercise fiduciary powers and (c) the authorization to change the name ofNew Trust Company, National Association, to Chase Manhattan Trust Company, National Association, all dated November 24,1997 and executed by oscials of the OtTice of the Controller of the CurTency of the Treasury Department of the United States, are set -
forth as Exhibits (a), (b) and (c) hereto, respectively.
(iii) A tme copy of the Articles of Association of CMTC is set forth as Exhibit (d) hereto.
(iv) A true copy of the By-laws of CMTC is set forth as Exhibit (e) hereto.
~
(v) The o5cers named in Exhibit (f) hereto were duly elected to the offices indicated thereon by resolution of the board of directors of CMTC unanimously adopted on November 24, 1997 at a meeting at which a quorum was present and acting throughout, which resolution remains in full force and effect and has not been amended.
(vi) The signing resolutions ret forth in Exhibit (g) hereto and the list of officers attached thereto were unanimously adopted by the board of directors of CMTC at a meeting on November 24,1997 at which a quorum was present and acting throughout, which resolutions remain in full force and effect and have not been amended.
(vi) CMTC is a wholly owned indirect subsidiary ofThe Chase Manhattan Corporation.
In witness whereof, I set my hand and the seal of CMTC this November 25,1997.
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l Thomas F. Godfref Secretary l '
Chase Manhattan Trust Company, l
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Comptro!!er of the Currency Administrator of National Banks Nenheastem District Ucensing 1114 Avenue of the Americas, Suite 3900 Telephone: (212) 790-405o New York, New York 10036 Fax: (212) 790-4098 November 24,1997 Mr. Daryl J. Zupan l lO 3 President and CEO New Trust Company, National Association V. .
c'o Mellon Bank, N.A., Corporate Trust Two Mellon Bank Center, Suite 325 Pittsburgh, Penarylvania 15259 Re: Charter for a National Trust Bank, New Trust Company, National Association.
Pittsburgh, Pennsylvania ACN 97 NE O10022
Dear Mr. Zupan:
The Comptroller of the Currency (OCC) has found that you have met Ci conditions imposed by the OCC and completed all steps necessary to commence the business of banking. Your chaner cc:tificate is enclosed. You are authorized to commence business on Novembet 14,1997.
This letter also constitutes OCC authorization to exercise fiduciary powers.
You are reminded that several of the standard conditions contained in the prejiminary approval tener dated October 23,1997 will continue to apply once the bank opens and by opening, you agree to subject your association to these conditions of operation. Some of the conditions bear reiteration here:
- 1. Regardless of the association's FDIC insurance status, the association is subject to the
. Change in Bank Control Act(12 U.S.C.18170)) by virtue ofits national bank chaner.
.Please refer to item 4 in the list of standard conditions sent with the prelimina.7 approvalletter.
- 2. The board of directors is responsible for regular review and update of policies and
- procedures and for assuring ongoing compliance with them. This includes maintaining l an internal control system that ensures compliance with the currency reporting and record keeping requirements of the Bank Secrecy Act (BSA). The board is expected to train its personnel in BSA procedures and designate one person or a group to monitor day-to-day compliance. -
, Mt. Ulryl J. / upan Page two
- 3. The bank will not engage in full commercial powers authorized to national banks without the OCC's prior approval.
Following the commencement of operations, bank management is urged to become familiar with the requirements of the Securities Exchange Act of 1934 and Part 11 of the Comptroller's regulations relative to the registration of the bank's equity securities and related periodic reports. Tnese requirements will be applicable to your bank when the number of shareholders of record is maintained at 500 or more. Such registration may be subsequently terminated pursuant to the Act.
only when the numbe of shareholders of record is reduced to fewer than 300.
Should you have any questions regarding the supervision of your bank, please contact the portfolio manager who will be responsible for OCC's ongoing supen isory effort at your institution. You will be notified of the name and number of the appropriate individual in the near future.
Sincerely, el .
Licensing Manager Enclosure -
cc: Official File .
Field File e
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CHASE MANHATTAN TRUST COMPANY, l NAT1oNA1 AssoCtAT1oM l CHARTER NO. 23548 ARTICLES OF ASSOCIATION For the purpose of organizing an Association to perform any lawful activities of a national bar&,
the undersigned do enter into the following Articles of Association: i FIRST. The title of this Association shall be Chase Manhattan Trust Company, National Association (the " Association").
SECOND. The main o5ce of the Association shall be in the City of Pittsburgh, County of A!!egheny, Commonwealth ofPennsylvania. The business of the Association shall be limited to the fiduciary powers and the support of activities incidental to the exercise of those powers. The Association will obtain the prior written approval of the Office of the Comptroller of the Currency before amending these Anicles of Association to expand the scope ofits activities and services.
THIRD. The board of directors of this Association sha!! consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof Each director, during the full term of his directorship, shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than' S1,000. Any vacancy in the board of directors may be filled by action of the shareholders or a majority of the remaining directors.
Terms of directors, includin5 directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office.
Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualiSes or until there is a decrease in the number of directors and his or her position is eliminated.
FOURTH. There shall be an annual meeting of the shareholders to elect directdrs and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day ofeach year'speci5ed therefore in the by-laws, or if that day fa!!s on a legal holiday in the state in which the Association is located, on the next following banking day. If no election is held on the day fixed or in event of
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, ,a legal holiday, en the following banking day, an election may be held on any subsequent day within 60 days of the day fued, to be designated by the board of directors, cc, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. .
Advance notice of the meeting may be duly waived by the sole shareholder in accordance with 12 C.FA 7.2001.
A director may resign at any time by delivering written notice to the board of directors, i.s Chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be removed by sharcholders at a meeting called to remove him or her, when notice of the, meeting stating that the purpose or one of the purposes is to remove him or her is provided,
. if the're is a failure to fulEll one of the a5rmative requirements for quali5 cation, or for cause.
FIFTH. The authodzed amount of capital stock of this Association shall be Eve million dollars (55,000,000), divided into fifty thousand (50,000) shares of common stock of the par value of one hundred dollars (5100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock cf the Association, issued, or sold l nor any right to subscription to any thereof other than such, if any, as the board of directors, in its discretion may from time to time determine and at such price as the board of directors may from time to time fix.
Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entided to one vote per share.
The Association, at any. time and from time to time, may authodze and issue debt obligations, whether or not subordinated, without the approval of the shareholders.
SIXTE. The board ofdirectors may appoint one ofiu members President of this Association, and one ofits members Chairperson of the board or two ofits members as Co-Chairpersons of the board, and shall have the power to appoint one or more Vice Presidents, a Secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other of5cers and employees as may be required to transact the business of this Association. A duly appointed of5cer may appoint one or more of5cers or assistant officers if authorized by the board of directors in accordance with the by-laws.
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l Tha board cf directors shall have the po to:
(1) Define the duties of the officers, employees, and agents of the Association.
! (2) Ddegate the p::rformance ofits duties, but not the responsibility for its dudes, to the ,
i c5cers, employees, and agents of the Association.
(3) Fix the compensation and enter into employment contracts with its officers and employees i upon reasonable terms and conditions consistent with applicable law.
(4) Dismiss e5cers and employees.
(5) Require bonds from c5cers and employees and fix the penalty thereof.
(6) Ratify written policies authorized by the Association's management or committees of the l board.
(7) Regulate the manner in which any increase or decrease of the capital of the Association l
shall be made, provided that nothing herein sha!! restrict the power of shareholders to increase or
- decrease the ciapital of the Association in accordance with law.
(8) Manage and administer the business and affairs of the Association.
(9) Adopt initial by-laws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.
l (10) Amend or repeal by-laws, except to the extent that the Articles of Association reserve this i power in whole or in part to shareholders.
(11) Make contracts.
(12) Generally perform all acts that are legal fo'r a board of directors to perfonn.
l l SEVENTH. The board of directors shall have the power to change the location of the main office to any other location permitted under applicable law, without the approval of the shareholders, and, shall have the povier to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law, without the .
approval of the shareholders subject to approval by the Office of the Comptroller of the Currency.
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EIGHTH. The corporate existence of this Association shall continue until tertnination iccording l to the laws of the United States.
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NINTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount ofstock is required by law, and in that case by the vote of the holders ofsuch greater amount. The Association's board ofdirectors may propose one or more amendments to the Articles of Association for submission to the shareholders. ,
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CHASE MANHATTAN TRUST COMPANY, NATIONAL Assoc!AT!oN l-BY-LAWS Article I. Meerings ofShareholders Section 1.1. AnnualMeeting. The regular annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting, shall be he!d at the main of5ce of the Association, or such other place as the board may designate, and at such time in each year as may be designated by the board of directors. Unless otherwise provided by law, notice of the meeting may be waived by the Association's sole shareholder in accordance with 12 C.F.R. { 7.2001. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following b . king day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board, or, if the directors fail to fix the date, by shareholders representing two thirds of the' shares issued and outstanding. <
I Section 1.2. Special Meetings. Except as otherwise speci5cally provided by statute, special meetings of the shareholders may be called for any purpose at any time by a majority of the board of directors or by any one or more shareholders owning, in the aggregate, not less than twenty- ,
five percent of the stock of the Association or by the Chairperson of the board of directors or the .
President. Unless otherwise provided by law, advance notice of a special meeting may be waived
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by the Association's Sole Shareholder in accordance with 12 C.F.R. l 7.2001.
- Section 1.3. Nominadins ofDirectors. Nominations for election to'thiboard"of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors. Nondnations, other than those
~r iuide by or oiibehalf of the~ existing management of the Association, shall be made in writing and shall be delivered or mailed to the President.of the Association and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days. prior to any meeting of shareholders called for the election of directors, provided however, that if less than 21 days' notice of the meeting is giyen to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh (7th) day following the day on which the notice of meeting was mailed.
Such notification shall contain the following information to the extent known to the notifying shareholder.
(1) The name and address of each proposed nominee. -
(2) The principal occupation of each proposed nominee.
(3) The total number of shares of capital stock of the Association that will be voted for each pmposed nominee.
(4) The name and residence address of the notif'ying shareholder.
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(5) The number of shares ofcapital stock of the Association owned by the notifying shareholder. .
Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the Chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authonzed in writing, but no c5icer or employee of this Association shall act u proxy. Proxies shall be valid only for one meeting to be speciSed therein, and any adjournments of such meeting.
Proxies shall be dated and Sted with the records of the meeting. Proxies with rubber stamped facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a confirming telegram from the shareholder. Proxies meeting above requirements submitted at any time during a meeting shall be accepted.
Section 1.5 Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise presided by law, or by the shareholders or directors pursuant to Section 10.2, but less than a quorum may adjoum any meeting, from time to. time, and the meeting may be held, as adjoumed, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the i,rticles of Association, or by the shareholders or directors pursuant to Section 10.2. Any action required or permitted to be taken by the shareholders may be taken without a meeting by unanimous written consent of the shareholders to a resolution authorizing the action. The resolution and the written consent shall be filed with the minutes of the proceedings of the shareholders.
ArticleIL Directors
~Section 2.1. Roard of Directors. The board of directors (" board") shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than five nor more than twenty-Hve persons, the exact =W within such minimum and maximum limits to be Exed and determined from time to time by resolution of a majority of the full board or by resolution of a majority of the shareholders at any meeting thereof, omvided. however. that a majority of the full board may not increase the number of directors to a number which: (1) exceeds by more than two the number of j directors last elected by shareholders where such number was 15 or less; and (2) exceeds by more l than four the number of directors last elected by shareholders where such number was 16 or !
more, but in no event shall the number of directors exceed 25.
Section 2.3. Organi:ssion Meedag. The Secretary shall notify the directors-elect of their election and of the time at which they are required to meet at the main of5ce of the Association to organize the new board and elect and appoint of5cers of the Association for the succeeding year.
Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in
any event, within 30 days thereof. If, at the time fixed for such meeting, there shall act be a quorum, the directors present may adjoum the meeting, from time to time, until a quorum is obtained.
Section 2.4. Regular Meetings. The time and location of regular meetings of the board shall be set by the board. Such meetings may be held without notice. Any business may be transacted at any regular meeting. The board may adopt any procedures for the notice and conduct of any meetings as are not prohibited by law.
Section 2.5. SpecialMeetings. Special meetings of the board may be called at the request of the Chaigerson or Co. Chairperson of the board, the President, or three or more directors. Each mer.Sr of the board shall be given notice stating the time and place, by telegram, telephone, letter er in person, of each such special meeting at least one day prior to such meeting. Any business may be transacted at any special meeting.
Section 2.6. Action by the Boar:L Except u otherwise provided by law, corporate action to be taken by the board shall mean such action at a meeting of the board. Any action required or pennitted to be taken by the board or any committee of the board may be taken without a meeting if all members of the board or the committee consent in writing to a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the board or committee. Any one or more members of the board or any committee may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting. ,
Section 2.7. Falver ofNotice. Notice of a special meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, pnor thereto or at its commencement, the lack of notice to him or her.
Section 2.8. Quorum andManner ofActing. Except as otherwise required by law, the Articles of Association or these by-laws, a majority of the directors shall constitute a quorum for the transaction of any business at any meeting of the board and the act of a majority of the directors present and voting at a meeting at which a quorum is present shall be the act of the board. In the absence of a quorum, a majority of the directors present may adjourn any meeting, from time to time, until a quorum is present and no notice of any adjourned meeting need be given. At any l such ac'journed meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting u originally called.
Section 1.9. Vacancier. In the event a majority of the full board increases the number of directors to a number which exceeds the number of directors last elected by shareholders, as '
permitted by Section 2.2, directors may be appointed to 611 the resulting vacancies by vote of such majority of the Rail board. In the event of a vacancy in the board for any other cause, a director
may be appointed to' fill such vacancy by vote of a majority of the remaining directors then in
. office. ,
Section 2.10. RemovalofDirectors. The vacancy created by the removal of a directcr purstrant to this Section may be filled by the board in accordance with Section 2.9 of these by-laws or by the shareholders.
. Article III. Committees Section 3.1. Executive Commitree. There may be an executive committee consisting of the Chairperson or Co-Chairperson of the board and not less than two other directors appointed by
~t he board annually or mre often. Subject to the limitations in Section 3.4(g) of these by-laws, the executive committee shall have the maximum authority permitted by law.
Section 3.2. Audit Commirrre. There may be an audit committee composed of not less than two directors, exclusive of any active officers, appointed by the board annually or more often, whose duty it shall be to make an examination at least once dudng each calendar year and within fifteen months of the last examination into the affairs of the Association, or cause continuous suitable examinations to be made, by auditors responsible only to the board, and to report the results of any such examinations in wdting to the board from tin to time. Such examinations shall include audits of the Educiary business of the Association as raay be required by law or regulation.
I Section 3.3. Other Committeer. The board may appoint, from time to time, other committees of one or more persons, for such purposes and with such powers as the board may determine.
Section 3.4. General (a) Each committee shall elect a Chairperson from among the members thereof and shall also_ designate a Secretary of the committee,_who shall keep a record ofits proceedings.
(b) Vacancies occurdng from time to time in the membership of any committee shall be filled by the board for the unexpired term of the member whose departure causes such vacancy.
The board may designate one or more altirnate members of any committee, who may replace any absent member or members at any meeting of such committee.
(c) Each committee shall adopt its own rules of procedure and shall meet at such stated times as it may, by resolution, appoint. It shall also meet whenever called together by its Chairperson or the Chairperson of the board.
(d) No notice of regular meetings of any committee need be given. Notice of every special meeting shall be given either by mailing such notice to each member of such committee at his or her address..as the same appears in the records of the Association, at least two days before the day of such meeting, or by notifying each member on or before the day of such meeting by ,
telephone or by personal notice, or by leaving a written notice at his or her residence or place of business on or before the day of such meeting. Waiver of notice in wdting' of any meeting.
whether prior or subsequent to such meeting, or attendance at such meeting, shall be equivalent to notice of such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetingr l
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., (e) All committees shall with respect to all matters, be subject to the authority and
. direction of ths board and shall report to it when required.
-(f) Unless otherwise regtdred by law, the Articles of Association or these by-laws, a quenam at any meeting of any committee shall be one-third of the full membership and present shall be the act of the committee.
(g) No committee shall have authority to take any action which is expressly required by law or regulation to be taken at a meeting of the board or by a specified proportion of directors.
Article IV. Officers and Employees Section 4.L Chairperson of the Bqard. The board shall appoint one ofits members to be the Chaigerson of the board, or two persons to serve as Co-Chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board. The Chairperson or Co-Chaigersons of the board shall supe: vise the carrying out of the policies adopted or approved by j the board; shall have general executive powers, as well as the specific powers conferred by these ]
by-laws; and shall also have and may exercise such further powers and duties as from time to time 1 may be conferred upon, or assigned by the board. .
Section 4.2. President. The board may appoint one ofits members to be the President of the Association. In the absence of the Chairperson or Co-Chairpersons, the President shall preside at any meeting of the board. The President shall have general executive powers, and shall have and j' may exercise any and all other powers and duties pertaining by law, regulation, or practice to the o5ce of President, or imposed by these by-laws. The President shall also have and may exercise such further powers and duties as from tim,e to time may be conferred, or assigned by the board.
Section 4.3. Vice President. The board may appoint one or more Vice Presidents. Each Vice President shall have such powers and duties as may be assigned by the board.
Section 4.4. Secretary. The board shall appoint a Secretary, Cashier, or other designated oscer _
who shall be Secretary of the board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these by-laws; shall
. be custodian of the corporate seal, records, documents sad papers of the Association; shall I
provide for the iceeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the oEce of Cashier, or imposed by these by-trss; and shall also perform such other duties as may be assigned from time to time, by the board. j Section 4.5.' Other Officers. The bouti may appoint one or more Assistant Vice Presidents, one or more Trust 05cers, one or more Assistant Secretaries, one or more Assistant Cashiers, one or more Managers and Assistant Managers of branches and such other omeers and attorneys in fact as from time to time may appear to the board to be required or desirable to transact the business
' of the Association. Such o5cers shall respectively exercise such powers and perform such duties as pertain to their several oEces, or as may be conferred upon, or assigned to, them by the board,.
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' 'the Chairperson or Co. Chairpersons of the board, or the President. The board may aushori: an
, officer to appoint one or more officers or assistant officers.
Section 4.6. Resignation. An officer may resign at any time by delivering notice te the Association. A resignation is effective when the notice is given unless the nodce specifies a later effective date.
Article V. Fiduciary Activities Section 5.1. Trust Commirue. There shall be a Trust Committee of this Association composed of four or more members, who shall be capable and experienced officers or directo'rs of the Association. The Committee is charged with the responsibility for the investmeat, retention. or -
disposition of assets held in accounts with respect to which the Asteciation has investment authority; for the review of the assets of accounts for which the Association has investment authority promptly after the acceptance of such an account and at least once during every calendar year thereafter to determine the adsisability of retaining or disposing of such assets; for the determination of the manner in which proxies received,for accounts for which the Association has responsibility for the voting of proxies shall be voted; for the detemunation of all' substantial questions involving discretionary authority of the Association of a non-investment nature, including, but not limited to, distribution of principal and/or income in respect of any account; for providing advice as to the investment, retention, or disposition sf assets in investment advisory accounts maintained by the Association; for the making of such reports as this board shall require; and for such other responsibilities as may be assigned by this board. The Trust Committee, in discharging its aforementioned responsibilities, may authorize officers of the Association to exercise such powers and under such conditions as the Committee may from time to time prescribe.
Section 5.2. TrustInvestments. Funds he!d in a fiduciary capacity shall be invested according to the instrument establishing the Educiary relationship and local law. Where such instrument does not specify the character and class ofinvestments to be made and does.not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate 6duciaries may invest under applicable law.
Section 5.3. Trust Audit Commisrec. The board sha!! appoint a committee of at last two directors, exclusive of any active officer of the association, which shall, at least once during each calendar year make suitable audits of the association's Educiary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether -
! Educiary po.wers have been administered according to law, Part 9 of the Regulations of the Comptroller.of the Currency, and sound Educiary principles.
Section 5A. Fiduciary Flies. There shall be maintained by the association a!! Educiary records necessary to assure that its Educiary responsibilities have been propedy undettaken and
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ticle' VCStock and Stock Certificates etisu 6.1. Transfers. Shares of stock shall be transferable on the books of the Association, i a transfer book shall be kept in which all transfers of stock shall be recorded. Every person
- oming a shareholder by such transfer sha!!, in proportion to his or her shares, succeed to all hts cf the prior holder ofsuch shares.The board may impose conditions upon the transfer of the
, ek reasonably calculated to simplify the work of the Association with respect to stock nsfers, voting at shareholder meetings, and related matters and to protect it against fraudulent nsfers.
- tisn 6.2. Stock Cernficates. Certificates of stock shall bear the signature of the Chairperson Co-Chairpersons of the board or President (which may be engraved, printed or impressed), and ll be signed manually or by facsimile process by the Secretary, Assistant Secre:ary, Cashier, sistant Cashier, or any other officer appointed by the board for that purpose, to be known as an horized ofEcer, and the sed of the Association shall be engraved thereon. Each certi6cate 11 rccite on its face that the stock represented thereby is transferable only upon the isooks of the sociation properly endorsed. In case any such officer who has signed or whose facsimile nature has been placed upon such certificate shall have ceased to be such before such certi6cate ssued, it may be issued by the Association with the same effect as if such officer had not ceased se such at the time ofits issue. The corporate ses! may be a facsimile, engraved or printed.
. Article VII. Corporate Seal
- tion 7.h Corporate Seal The Chairperson, the President, the Cashier, the Secretary or any sistant Cashier or Assistant Secretary, or other officer thereunto designated by the board. shall e auch:rity to affix the corporate seal to any document requiring such seal, and to attest the ie. Such seal shall be substantially in the following forrr.: A circle, with the words " Chase nhattan Trust Company, National Association" within such circle.
Artic e VIII. Miscellaneous Provisions tios 8,1. Eiscal Year. 'Ihe Escal year of the Association shall be the calendar year.
tira 3.2. Exeeadon of Instrumous. 8J1 agreements, indentures, mortgages, deeds, '
veyances, transfers, certificates, declaratione, receipts, discharges, releases, satisfactions,,
lements,, petitions, schedules, accouca, .sffidavits, bonds, undertakings, proxies and other ruments er documents may be signed, executed, acknowledged, verified, delivered or accepted behalf cf the Association by the Chairperson or Co-Chairpersons of the board, or the "sident, er any Vice Chairperson, or any Managing Director, or any Vice President, or any istant Vice President, or the Chief Financial O!!icer, or the Controller, or the Secretary, or the hier, or, ifin connection with exercise of 5duciary powers of the Association, by any of those
- ers er by any Trust Officer. Any such instruments may also be executed, acknowledged,
,5ed, delivered or accepted on behalf of t'n e Association in such other msaner and by such
other officers as the bord may from time to time direct. The provisions of this Section 3.2 are supplementary to any other provision of these by-laws.
Section 8.3. Records. The Articles of Association, ti.e by-laws and the proceedings of all meetings of the shareholders, the board. and standing committees of the board, shall be recorded in appropriate minute books provided for that purpose. The minutes of each meeting shall be signed by the Secretary, Cashier or other of5cer appointed to act as Secretary of the meeting.
Section 3.4. Corporate Covernance Procedures. To the extent not inconsistent with applicable Federal banking law, bank safety and soundness or these by-laws, the corporate governance procedures found in the Delaware General Corporation Law shall be followed by the Association.
Article IX. Indemnification 1 Section 9.1. Right to indemnificadon. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether cisil, cdminal, administrative or investigative (hereinafter a " proceeding"), by reason of the fact that he or she is or was a director or an officer of the Association or is or was serving at the request of the Association as a director, of5cer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee
> bene 5t plan (hereinafter an " indemnitee"), whether the basis of such proceeding is alleged action in an of5cial capacity as a director, ofEcer, employee or agent or in any other capacity while serving as a director, of5cer, employee or agent, shall be indemni5ed and held harmless by the Association to the fullest extent authorized by'the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemni5 cation rights than such law permitted the Association to provide prior to suc!, amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ER.IS A excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnites in connection therewith; provided, however, that, except as provided in c ection 9.3 of these by-laws with respect to proceedings to enforce. rights to indemnincation. 4 Association shall indemnify any such indemnitee in connection with'a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board.
Section 9.2. Right to Advancement of Expenses. The right to indemniscation conferred in Section 9.1 of these by-laws shallinclude the right to be paid by the Association the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final I disposition (hereinafter an " advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or of5cer (and not in any other capacity in which service was or is -
rendered by such indemnitee, including, without funication, service to an employee beneSc plan) j shall be made only upon delivery to the Association of an undertaking (hereinafter an l
" undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced ifit shall ultimately be determined by finaljudicial decision from which there is no further right to appeal 1
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(hereinafter a " final adjudicasion") that such indemnitee is not entided to be indemnified for such expenses under this Section 9.2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 9.1 and 9.2 of these by-laws shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, o&icer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators.
Section 9.3. Right ofIndemnitee to Bring Suit. If a claim under Section 9.1 or 9.2 of these by-laws is not paid in full by the Asscciation within sixty (60) days after a written claim has been received by the Association except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty.(20) days, the indemnitee r,:y at any time thereafter bring suit yains: the Association to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Association to recover an advancement of expenses pursuant to the terrns of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (1) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) itf shall be a defense that, and (2) any suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the Association shall be entitled to recover such expenses upon a final adjudication that, the inhmnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Association (including the board, the Association's independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemni5 cation of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Association (including the board, the Association's independent legal counsel, or its shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right _
to indemnification or to an advancement.of expenses hereunder, or brought by the Association to recover an advancement of expenses pursuant to the. terms of an undertaking, the burden of proving that the indemnitee is not entided to be indemnified, or to such advancement of expenses, under this Article DC or otherwise shall be on the Association.
Section 9.4. Non-EMvity ofRigha. The rights to indemnification and to the advancement of expenses conferred in this Article DC shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Association's Articles of Association, by-laws, agreement, vote of shareholders or disinterested directors or otherwise.
Section 9.5. Insursacs. The Association may maintain insurance, at its expense, to protect itse!f and any director, officer, employee or agent of the Association or another corporation.
. partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Ahion would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
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'Ssction 9.6. Indemnification of Employees and Agents of the Association. The Association may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Association to the fullest erent of the provisions of this Anicle IX with respect to the indemniScation and advancement of expenses of directors and officers of the Association.
Articic X. By-laws Section 10.1. Inspection. A copy of the by-laws, with all amendments, shall at all times be kept in a convenient place at the main c5ce of the Association, and shall be open for inspection to all shareholders dudng banking hours.
Section 10.2. <imendments. The by-laws may be amended, altered or repealed, at any regular meeting of the board by a vote of a majority of the total number of the directors except as provided below. The Association's shareholders may amend or repeal the by-laws even though the by-laws may be amended or repealed by its board.
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. e Exhibit (f)
(*E w CHAS.E .
Officers Of Chase Manhattan Trust Company, Nations! Association I
l New York City Chairperson D' Arcy H. LeClair ,
President Michael K. Clark Senior Vice President and Chief Financial Officer Joseph A. LifHeri Vice Presidents Thomas J. Foley, Ann L. Edmonds Secretary Thomas F. Godfrey Pittsburgh Vice Presidents Bridget M. Schessler, Gail Sakalik, Joseph G. Robinson, John L.
Hamm, Elaine D. Renn, Bruce J. Karhu, Rosemary Mellick Assistant.Vice Presidents Sandra Colt, Anthony Ditka, Lois M. Kirk, Ronald J. McKenna, John J. Scarpiniti, Kerry S. Zombeck Trust Officers Christopher Conrady, Duane Fahrion, David Greenawalt, Ann C. Hunt, Brian McMurray,Deborah Mielecki, Lois M. Morford, Dianna Paul, Kevin D. Rockwe!!,
Claire L. Seidener ~ ~~
BdSecreF5FOfficer and Security Officer ~~ Gali~Sakalik ~ ~ ~ -~
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l Philsdelohta Vice Presidents K:therine J. Turner, Mary M. McCracken, Maryann Esposito, Michael Judge, Anne Marie O'Brien, Joseph C. Prosar l Vice President and Assistant Ceneral Counsel Charles J. Adomanis Assistant Vice Presidents ~Beth Ann Laird, Catherine Lenh rdt, Marvin Kierstead Trust Officers Edward H. Brouse, Judy A. Gordon, Patrick J. Healy, John Schier Harrisburr Vice President Christopher R.Buechner Trust Officer Dolores J. Kenst e
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(*F m CHASE Officers of Chase National Corporate Services, Inc.
who are authorized to sign on behalf of Chase Manhattan Trust Company, National Association, Cleveland Vice Presidents Timothy J. Vara, Robert C. Barker, Lisa Garrett, Mark A. Hudson, Karen A. Joyce, Michcel D. Roth, ~
Roben R. Schmidt .
Vice President and Assistant General Counsel Susan J. Demaske Assistant Vice Presidents Maria Allen, Marlyn L Bachman, Biaglo S. Impala, A. David Kovach Sesette Vice President Roy H. Davis Assistant Vice Presidents Joan Jeffrey, Cheryl Mcdonald Boston Vice President Don M. Iaccheri .
Assistant Vice President MaryLou Bessey O
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a Exhibit (g)
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l RESOLVED, that the Chairperson, the President, any Vice Chairperson, any Vice -
President (whether or not modified by words before or after "Vice President"), any Managing Director, the Controller, the Treasurer, the Secretary, any Trust 05cer and any Assistant ,
Treasurer, Secretary or Trust Officer of the Association, the c5cers of Chase National Corporate Services, Inc. named in the list thereof presented to this meeting and ordered attached hereto and any officer of any affiliate of the Association who is designated in writing as an agent, attorney in fact or authorized officer or signatory for the Association by any of the foregoing officers of the j AssociaticiCis authorized for and on behalf of the Association to execute and deliver any and a!!
irdentures, trust agreements, deeds of trust, corporate r.wrtgages, agency agreements, custodial agreements, depositary agreements, deeds, escrow agreements, assignments, a5 davits, certificates, releases, satisfactions, applications, petitions, stock and bond powers, authentications and any other documents or instruments in connection with the business or operations of the Association in any trust, fiduciary, agency, representative or other similar capacity, and may a5x the seal of the Association thereto.
RESOLVED, that any documents or instruments duly executed on behalf of the j Association may bear the facsimile signature of any officer or holder duly authorized by the board or by the By-laws of this Association.
RESOLVED, that the Secretary or any Assistant Secretary or any Trust 05cer or any Assistant Trust Officer is authorized to affix or cause to be affixed, either manually or by .
facsimile, the corporate seal of the Association to any document or instrument executed on behalf of the Association by any other officer or agent of the Association and to attest to the corporate seal so affixed thereto. .
_ RESOLVED, that this board delegates to the Secretary of the board, and each Assistant __
Secretary of the board, severally, the authority to update from time to time the Association's .
resolutions respecting signing authorities and to make any technical changes therein to reflect the organMdonal structure of the A@ don.
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The Chase Manhattan Bank .
Power ofAttorney ne undersigned ne Chase Manhattan Bank, a New York banking corporation (" Chase"), by its undersigned Senior Vice President hereby certifies that the undersigned is a Senior Vice President of Chase and as such is authorized by the board of directors of Chase to make this power of attorney and hereby names, appoints and constitutes each of the officers of Chase Manhattan Trust Company, National Association, named on Exhibit A hereto (but only while such person is an officer of Chase Manhattan Tmst Company, National Association) and each of the officers of Chase National Corporate Services, Inc., named on Exhibit B hereto (but only while such person is an officer of Chase National Corporate Services, Inc.) as an agent, attomey in fact or authorized officer or signatory for Chase, authorized for and on behalf of Chase to execute and deliver any and all indentures, trust agreements, deeds of trust, corporate mortgages, agency agreements, custodial agreements, depositary agreements, deeds, escrow agreements, assignments, affidavits, certificates, releases, satisfactions, applications, petitions, stock and bond powers, authentications, and any other documents or instruments in conrection with the corporate trust business or operations of Chase and its =Eida in any trust, fiduciary, agency, representative or other similar capacity and may affix the seal ofChaa thereto.
THE CHASE MANHATTAN BAN'.
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Micmi R. Clark ' ' ~ C Senior Vice President The undersigned Assistant Sm L y of The Chase Manh=tema Bank (" Chase") hereby certifies that Michael K. Clark is a Senior Vice President of Chase and that his above signature is his genuine signature. i L
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[Name) Maat Offie**
Assistant Secretary The Chase Manhattan Bank 4
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J EXillBIT B FINAL, EXECUTED DECOMMISSIONING FINANCIAL ASSURANCE DOCUMENTS FOR MATERIALS LICENSES TRANSFERRED TO '
WESTINGHOUSE GOVENRMENT SERVICES COMPANY LLC
- 1. Continuing Certification of Financial Assurance
- 2. Standby Trust Agreement
- 3. Payment Surety Bond
- 4. Certification of Authorized Signatories
- 5. Information Regarding Incorporation and Authority of Trust Bank l l
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1 EXillBIT B - 1 l
Certification of Financial Assurance l
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1 ATTACIIMENT 1 J CONTINUING CERTIFICATION OF FINANCIAL ASSURANCE Principal: Westinghouse Government Services Company LLC Energy Center Site 4350 Northern Pike Monroeville, PA 15146 Mailing address correspondence regarding this matter:
Westinghouse Government Services Company LLC Energy Center Site 4350 Northern Pike Monroeville, PA 15146 .
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Attention: A. Joseph Nardi, License Administrator NRC license numbers, name and address of each facility:
See Attachment 1, p. 2 (List ofNRC licenses for which Westinghouse Government Services Company LLC is providing the financial assurance covered by this certification)
Issued to: US Nuclear Regulatory Commission Washington DC 20555 This is to certify that: Westinghouse Government Services Company LLC is licensed to possess the NRC Combined Materials, Byproduct and Special Nuclear Materials licenses identi6ed on p. 2 of this Attachment 1; and (2) that financial assurance in the amounts prescribed by 10 CFR Parts 30, 40, 50 and 70 has been obtained, through the issuance of payment surety bond (s), for the purpose of decommissioning the NRC licenses identi6ed on p.2 of this Attachment 1, p. 2. The list oflicenses identi6ed on Attachment 1, page 2, identi6es the speci6c licenses covered, the name of the licensee and the amounts of financial assurance provided for each. The total financini assurance amounts to $7,043,000. Westinghouse Government Services Company LLC will notify the NRC in writing if a surety under a payment surety bond intends to cancel such bond; and in no event will such bond be unceled except in accordance with the terms on the face of the bond.
Sincerely, WESTINGHOUSE GOVERNMENT SERVICES COMPANY LLC
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Name:Staphen G. Hanks
Title:
Vice President
ATTACHMENT 1. PAGE 2 LISTING OF NRC LICENSES FOR WESTINGHOUSE GOVERNMENT SERVICES COMPANY LLC
, CERTIFICATION OF FINANCIAL ASSURANCE FINANCIAL NRC TYPE OF ASSURANCE 3
LICENSE FACILITY LICENSFJ VALUE NUMBER LOCATION AND ADDRESS LICENSEE IN $000 2
1 37-5809-01 Pump Repair Facility-EMD Combined Matenals/ 7,000 Cheswick Ave.,
Westinghouse Cheswick, PA 15024 Government Services Company LLC (WGS) 2 2 37-5809-02 Industrial Radiography Facility Byproduct / 18 Cheswick Avenue Westinghouse Cheswick, PA 15024 Government Senices Company LLC (WGS) 2 3 SNM-1120 Plutonium Fuels Development Lab SNM/ 25' Am Westinghouse Cheswick, PA 15024 g j Company LLC (WGS) l Totals 7,043 l
l 1 Finanmal assuran.e values referenced in (10CFR 30.35,40.36,50.75 and 70.25). l l 2 Decomminaioning cost is based on an engmocring study l 3 This is pan ===ian esdy type lit =ne 1
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EXIIIBIT B - 2 Standby Trust Agreement l
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STANDBY TRUST AGREEMENT THIS STANDBY TRUST AGREEMENT (the " Agreement") is made and entered into as of the 12th day of March,1999, by and between Westinghouse Government Services Company LLC, herein referred to as the " Grantor", and Chase Manhattan Tmst Company, National Association, organized and existing under the laws of the United States of America, as " Trustee" WHEREAS, the U.S. Nuclear Regulatory Commission (NRC), an agency of the U.S.
Government, pursuant to the Atomic Energy Act of 1954 as amended (AEA), has promulgated regulations in Title 10, Chapter I of the Code of ?eral Regulations, Part 30,40, 50, or 70.
These regulations require that a holder of, or an applicant for, a Part 30, 40, 50, or 70 license provide assurance that funds will be available when needed for required decommissioning activities; and WHEREAS, the Grantor has elected to use payment surety bond (s) to provide all of such financial assurance for the facilities identified herein; and WHEREAS, when payment is made under the payment surety bond (s), this standby trust shall be used for the receipt of such payment; and WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Trustee to be the trustee under this Agreement, and the Trustee is willing to act as tmstee.
NOW, THEREFORE, the Grantor and the Trustee agree as follows:
Section 1. Definitions. As used in this Agreement:
(a) The term " Grantor" means the grantor, as or on behalf of the licensee under the NRC licenses to which this Agreement relates, who enters into this Agreement for the benent of the NRC and any successors or assigns of the Grantor.
(b) The term "Tmstee" means the trustee who enters into this Agreement and any successor Tmstee.
Section 2. Costs of Decommissioning. This Agreement pertains to the costs of decommissioning the materials and activities identiSed in the attached Schedule A issued pursuant to 10 CFR Part 30,40, 50, or 70.
Section 3. Establishment of Fund. The Grantor and the Tmstee hereby establish a standby tmst fund (the " Fund") for the benefit of the NRC. The Grantor and the Trustee intend that no third party has access to the Fund except as provided herein.
Eggtion 4. Payments Constitutine the Fund. Payments made to the Trustee for the Fund shall consist of cash and Eligible Securities. The Fund is initially unfundal.
Payments made to the Trustee for the Fund shall consist of payments made by the issuer of
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W the Payment Surety Bond (s) pursuant to its terms, which are described in Schedule B attached hereto. Such property and any other propeny subsequently transferred to the Trustee are referred to as the " Fund", together with all earnings and profits thereon, less any payments or distributions made by the Tmstee pursuant to this Agreement. The Fund shall be held by the Trustee, IN TRUST, as hereinafter provided. The Tmstee shall not l be responsible nor shallit undenake any responsioility for the amount of, or adequacy of the Fund, nor any duty to collect from the Grantor, any payments necessary to discharge any liabilities of the Grantor established by the NRC.
Section 5. Payment for Reauired Activities Soccified in the Plan. The Trustee shall make payments from the Fund to the Grantor upon presentation to the Tmstee of the following:
- a. A certificate duly executed by the Secretary of the Grantor attesting to the l occurrence of the events, and in the form set forth in the Specimen Certificate attached hereto as Schedule C, and
- b. A cenificate executed by the Grantor attesting to the following conditions:
l (1) that decommissioning is proceeding pursuant to an NRC-approved plan.
(2) that the funds withdrawn will be expended for activities undertaken pursuant to that plan, and I that the NRC has been given 30 days' prior notio.: of the Grantor's intent to (3) withdraw funds from the Fund.
1 l No withdrawal from the Fund can exceed 10% of the outstanding balance of the Funds applicable to a particular license, without written approval from the NRC.
l In the event of the Grantor's or the NRC licensee's default or inability to direct !
decommissioning activities, the Trustee sbf a payments from the Fund as the NRC shall direct in writing, to provide for W gment of the costs ofrequired activities covered by tras Agreement. The Trustee shall reimburse the Grantor or other persons as speci6ed by the NRC from the Fund for expenditures for required activities in such amounts as the NRC shall direct M writing. In addition, the >
Trustee shall refund to the Grantor such amounts as the NRC specifies in writing.
Upon refund, such funds shall no longer constitute part of the Fund as defined herein.
Section 6. Trust Manasement.
l The Trustee shallinvest and reinvest the principal and income of the Fund and keep the Fund invested as a single Fund, without distinction between principal and income, in accordance with generalinvestment policies and guidelines which t? Carantor may communicate in writing to the Trustee from time to time, subject, however, to the provisions of this section. In investing, reinvesting, exchmanina selling and managing the
Fund, the Trustee shall discharge its duties with respect to the Fund solely in the interest of the beneficiary and with the care, skill, prudence and diligence under the circumstances then prevailing which persons of prudence, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims; except that:
(a) Securities or other obligations of the Grantor, or any other owner or operator of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940, as amended (15 U.S.C. 80A-2(a)), shall not be acquired or held, unless they are securities or other obligations of the Federal or a State government; (b) The Trustee is authorized to invest the Fund in Eligible Securities as hereinafter defined. Eligible Securities shall be securities or other obligations of the Federal Government, i.e., GNMA, FNMA, and FHLM bonds and certificates or State and I Municipal bonds rated BBB or higher by Standard & Poor's or Baa or higher by Moody's Investment Services.
Section 7. Express Powers of Trustee. Without in any way limiting the powers and discretion conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and empowered:
(a) To sell, exchange, convey, transfer, or otherwise dispose of any property held by I it, by public or private sale, as necessary to allow duly authorized withdrawals or l to reinvest in Eligible Securities at the direction of the Grantor. J (b) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (c) To register any securities held in the Fuad in the name of the Grantor, and to hold any security in bearer form or in book entry, to reinvest interest payments and
, funds from matured and redeemed instruments in Eligible Securities, to file proper forms concerning securities held in the Fund in a timely fashion with appropriate government agencies, or to deposit or arrange for the deposit of such securities in a qualified central depository, or to deposit or arrange for the deposit of any securities issued by the U.S. Government, or any agency or instrumen+=lit y thereof, with a Federal Reserve Bank in book enuy form, but the books and records of the l Trustee shall at all times show that all such securities are part of the Fund. ,
(d) To compromise or otherwise adjust all claims in favor of or against the Fund.
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Section 8. Taxes and Exnenses. All taxes of any kind that may be assessed orlevied against or in respect of the Fund and all brokerage commissions incurred by the Fund shall i
be paid from the Fund. All other expenses incurred by the Trustee in connection with the l administration of this standby tmst, including fees for legal services rendered to the l Trustee, the compensation of the Trustee to the extent not paid directly by the Grantor, and all other proper charges and disbursements of the Trustee shall be paid from the Fund.
Section 9. Annual Valuation. ARer payment has been made into the Fund, the Trustee shall annually, at least 30 days before the anniversary date of receipt of payment into the Fund, furnish to the Grantor and to the NRC a statement confirming the value of the Fund. Any securities in the Fund shall be valued at market value as of no more than 60 )
days before the anniversary date of the establishment of the Fund. The failure of the
! Grantor to object in writing to the Tmstee within 90 days aRer the statement has been furnished to the Grantor and the NRC shall constitute a conclusively binding assent by the Grantor, barring the Grentor from asserting any claim or liability against the Trustee with respect to the matters disclosed in the statement.
Section 10. Advice of Counsel. The Tmstee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the l
construction of this Agreement or any action to be taken hereunder. The Trustee shall be
! fully protected, to the extent permitted by law, in actmg on the advice of counsel.
! Section 11. Trustee Comnensation. The Trustee shall be entitled to reasonable compensation for its services as agreed upon in writing from time to time with the Grantor.
i Section 12. Successor Trustee. Upon 90 days notice fo the NRC, the Trustee may l resign; upon 90 days notice to NRC and the Tmstee, th : Grantor may replace the Trustee; ]
L ' but such resignation or replacement shall not be effectiv e until the Grantor has appointed a i successor Trustee and this successor accepts the appointenent. The successor Tmstee l shall have the same powers and duties as those cor.ferred upon the Trustee hereunder.
Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor Trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of co=y*=t jurisdiction for the appointment of a successor Tmstee or for instructions. The successor Trustee shall specify the date on which it assumes sE=i-n. tion of the trust in a writing sent to the Grantor, the NRC and the present Trustee by certified mail 10 days before such change becomes effective. Any expenses incurred by the Trustee as a result of any of the acts
. contemplated by this Section shall be paid as provided in Section 8.
Section 13. Instructiers to the Trustee. All orders, requests, and instructions by the Grantor to the Trustee shall be in writmg, signed by such persons as are signatories to this Agre-wt or such other designees as the Grantor may designate in writing. The Trustee shall be fully protected in acting in accordance with such orders, requests and instructions.
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If the NRC issues orders, requests or instructions to the Trustee, these shall be in writing, signed by the NRC or their designees, and the Tmstee shall act and shall be fully protected in acting in accordance with such orders, requests and instmetions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the NRC hereunder has occurred. The Trustee shall have no duty to act in the absence of such orders, requests, and instructions from the Grantor and/or the NRC except as provided for herein.
Section 14. Amendment of Aricement. This Agreement may be amended by an instrument in writing executed by the Grantor, the Trustee and the NRC, or by the Tmstee and the NRC, if the Grantor ceases to exist.
Section 15. Irrevocability and Termination. Subject to the right of the parties to amend this Agreement as provided in Section 14, this trust shall be irrevocable and shall continue until terminated at the written agreement of the Grantor, the Trustee, and the NRC, or by the Trustee and the NRC, if the Grantor ceases to exist. Upon termination of the trust, all remaining tmst property, less final trust administration expenses, shall be delivered to the Grantor or its successor.
Section 16. Immunity and Indemnif'ication. The Tmstee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this trust, or in carrying out any directions by the Grantor or the NRC issued in accordance with this Agreement. The Tmstee shall be indemnified and saved harmless by the Grantor or from the Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense.
Section 17 Governine Law. This Agreement shall be administered, construed, and enforced according to the laws of the State of Pennsylvania.
Section 18. Interoretation and Severability. As used in this Agreement, words in the singular include the plural and words in the plural include the singular. The descriptive headings for each section of this Agreement shall not affect the interpretation or the legal l
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i eflicacy of this Agreement. If any part of this Agreement is invalid, it shall not affect the remaining provisions which will remain valid and enforceable.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the respective oflicers duly authorized and the incorporate seals to be hereto aflixed and attested as of the date first written above.
ATTEST: WESTINGHOUSE GOVERNMENT SERVICES COMPANY LLC bzu M / J- By: b ,
Asg. Seh Name: Stephen'G. Hanks
Title:
Vice President ATTEST: CHAS 1ANHATTAN TRUST COMPANY, NA L SO ON a
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- . SCHEDUT F A TO STAND,BY TRUST AGREENOM LISTING OF NRC LICENSES FOR l WESTINGHOUSE GOVERNMENT SERVICES COMPANY LLC TRUST AGREEMENT SCHEDULE
! FINANCIAL NRC TYPE OF ASSURANCE LICENSE FACILITY LICENSE / VALUE' NUMBER LOCATION AND ADDRESS LICENSEE IN $000 1 37-5809-01 Pump Repair Facility-EMD Combined 7,0002 Cheswick Ave., Materials /
Cheswick, PA 15024 Westinghouse
- Government Services Company LLC (WGS) 2 2 37-5809-02 Industrial Radiography Facility Byproduct / 18 Cheswick Avenue Westinghouse Cheswick, PA 15024 Government Services Company LLC (WGS) 2 3 SNM-1120 Plutonium Fuels Development Lab SNM/ 25' Cheswick Ave.
Westinghouse Cheswick, PA 15024 Government Services Company LLC (WGS)
Totals 7,043 1 Financial assurance values referenced in (10CFR 30.35, 40.36, 50.75 and 70.25).
2 Decommissioning cost is based on an engineering study 3 This is possession only type license.
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SCHEDULE B TO STANDBY TRUST AGREEMENT LISTING OF PAYMENT SURETY BOND (S)
Date Entered (1) Issuing Institution of License Nos.
Irrevocable Payment Surety Bond (s)* and Amount March 12,1999 FederalInsurance Company $7,000,000.00 15 Mountain View Road No. 37-5809-01 Warren, NJ 07059 (Amount $'/1567, sm)
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$ 18,000.00 l No. 37-5809-02 Seaboard Surety Company 6225 Centennial Way $ 25,000.00 Baltimore,MD 21209 No. SNM-1120 (Amount $ /,2c7,7w. )
American Home Assurance Company 175 Water Street New York, NY 10038 (Amount S 4 267,Wo. )
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i TOTAL $7,043,000.00 I
- Beneficiary of Payment Surety Bond (s) is NRC l
(1) Automatically renew after 12 manths unless prior notice is given.
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SCHEDULE C TO STANDBY TRUST AGREEMENT SPECIMEN CERTIFICATE OF EVENTS
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Chase Manhattan Trust Company, National Association One Oxford Center 301 Grant Street, State 1100 1 Pittsburgh, PA 15219 Attention:
l Gentlemen:
In accordance with the terms of the Agreement with you dated March 12,1999, I,
[ insert title] of Westinghouse Government Services Company LLC, hereby certify that the following events have occurred:
- 1. Westinghouse Government Services Company LLC or the licensee under NRC License
' No. is required to commence the decommissioning of the facility located at [ insert location of facility] (hereinafter called the decommissioning).
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- 2. The plans and procedures for the commencement and conduct of the decommissioning l have been approved by the United States Nuclear Regulatory Commission, or its successor, on (copy of approval attached).
- 3. The Board ofWestinghouse Government Services Company LLC has adopted the attached resolution authorizing the commencement of the decommissioning or the decommissioning funding on behalf of the licensee under NRC License No.
WESTINGHOUSE GOVERNMENT ,
SERVICES COMPANY LLC l By:
Name Title Date Secretary Westmghouse Government Services Corupany LLC
[ SEAL]
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r SCHEDITI,F C (CONT.) TO STANDBY TRUST AGREEMENT l CERTIFICATE OF RESOLUTION l I, , do hereby certify that I am Secretary of l Westinghouse Government Services Company LLC, a Company, and that the
! resolution listed below was duly adopted at a meeting of Westinghouse Government Services Company LLC's Board on .19 .
In WITNESS WHEREOF, I have hereunto signed by name and affixed the seal of this Company this day of . 19 l
Secretary RESOLVED, that this Board hereby authorizes the Chairman, or such other employee of the Company as he may designate, or such other employee of the Company as he may designate, to commence decommissioning activities at [ insert name of facility) in accordance with the terms and conditions described to this Board at this meeting and with such other terms and conditions as the Chairman shall approve with and upon the advice of Counsel.
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r ACKNOWLEDGEMENT STATE OF Pennsylvania)
COUNTY OF Allegheny )
On this e678 day ofMAMA 1999, before me, a notary public in and for the County and State aforestid, personally appeared M4# C Mv4f , and he/she did depose and say that he/she is die N F e#A/cE4. of Chase Manhattan Trust Company l
National Association., a trust company organized and existing under the laws of the l United States of America, Trustee, which executed the above instmment, that he/she knows the seal of the said association; that the seal affixed to such instmment is such corporate seal; that it was so affixed by order of the association, and that he/she signed his/her mane thereto by like order.
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Rec s. wS Notary Public NotarW Seal My Commindon expires: Robert D. Wasing. Notary Put2c MycIMM272000 I
Member. Pennsyhens Assocm60n et Notaries l
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Exhibit B - 3 Payment Surety Bond l
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l PAYMENT SURETY BOND Dated:WML 1999 Principal: Westinghouse Government Services Company LLC Effective Date:%ga.LA ta ,1% 9 Type of Organization: Limited Liability Company State ofIncorporation: Delaware NRC license number, name and address of facility, and amount (s) for decommissioning j activity guaranteed by this bond: Ses Schedule 1 l
Suretles: FederalInsurance Company 15 Mountain View Road Warren, New Jersey 07059 Type of Organization: Corporation State ofIncorporation: Indiana i
Seaboard Surety Company 6225 Centennial Way Baltimore, MD 21209 i Type of Organization: Corporation State ofIncorporation: New York American Home As_surance Company _ _ _ _ _ _
175 Water Street New York, NY 10038 Type of Organization: Corporation State ofIncorporation: New York Surety's Bond Number: W Total Penal Sum of Bond: $7,043,000.00 Know all persons by these presents, that we, the Principal and Sureties hereto, are firmly bound to the U.S. Nuclear Regulatory Commission (hereinafter called "NRC") in the above penal sum for the payment of which we bind ourselves, our heirs, executors, administrators, i
successors, and assigns jointly and severally; provided that, where the Sureties are corporaticus acting as co-sureties, we, the Sureties, bind ourselves in such sum " jointly and severally" only for l the purpose of allowing a joint action or actions against any or all of us, and for all other purposes each Surety binds itself, jointly and severally with the Principal, for the payment of L _,
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such sum only as is set forth opposite the name of such Surety; but if no limit ofliability is indicated, the limit ofliability shall be the full amount of the penal sum.
WHEREAS, the U.S. Nuclear Regulatory Conunission, an agency of the U.S.
Covernment, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization act of 1974, has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Parts 30,40, 70, or 72, as applicable to the Principal, which require that a i license holder or an applicant for a facility license provide financial assurance that funds will be available when needed for facility deconunissioning; NOW, THEREFORE, the conditions of the obligation are such that if the Principal shall
. faithfully, before the beginning of decommissioning of each facility identified on Schedule 1 hereto, fund the standby trust fund in the amount (s) identified above for the applicable facility and license; Or, if the Principal shall fund the standby trust fund in such amount (s) after an order to begin facility decommissioning is issued by the NRC or a U.S. District Court or other court of l competentjurisdiction; Or, if the Principal shall provide alternative financial assurance and obtain the written approval of the NRC of such assurance, within 30 days after the date a notice of cancellation from the Sureties is received by both the Principal and the NRC, then this obligation shall be null i and void; otherwise it is to remain in full force and effect.
The Sureties shall become liable on this bond obligation only when the Principal has failed to fulfill the conditions described above. Upon notification by the NRC that the Principal has failed to perform as guaranteed by this bond, the Sureties shall place funds in the amount guaranteed for the facility (ies) and the license (s) into the standby trust fund. __ _
- The liability of the Sureties shall not be discharged by any payment or succession of payments hereunder, unless and until such payment or payments shall amount in the aggregate to the penal sum of the bond, but in no event shall the obligation of the Sureties hereunder exceed
, the amount of said penal sum.
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'Ihe Sureties may cancel the bond by sending notice of cancellation by certified mail to the Principal and to the NRC, provided, however, that cancellation shall not occur during the 90 days beginning on the date of receipt of the notice of cancellation by both the Principal and the
' NRC, as evidenced by the return receipts.
The Principal may terminate this bond by sending written notice to the NRC and to Sureties 90 days prior to the proposed date of termination, provided, however, that no such notice shall become effective until the Sureties receive written authorization for termination of the bond from the NRC.
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f.,, ;
If required, the Principal and Sureties hereby agree to adjust the penal sum of the bond yearly so that it guarantees a new amount of decommissioning fmancial assurance, provided that the penal sum does not increase by more than 20 percent in any one year, and no decrease in the penal sum tak< : ace without the written pennission of the NRC.
If any part of this agreement is invalid, it shall not affect the remaining provisions which will remain valid and enforceable.
IN WITNESS WHEREOF, the Principal and Sureties have executed this financial guarantee bond and have effixed their seals on the date set forth above.
The persons whose signatures appear below hereby certify that they are authorized to execute thi surety bond on behalf of the Principal and Sureties.
WEST I HOUSE GOVERNMENT SERVICES COMPANY LLC By: (~ D Name: Stephen G. Hanks
Title:
Vice President FEDE INSURANCE COMPANY By:
Name: AimeeN.Davill /
Title:
Attorney-In-Fact 15 Mountain View Road Warren, New Jersey 07059 State ofIncorporation: Indiana Liability Limit: $4,507,520.00
[ Corporate seal] )
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SEABOARD SURETY COMPANY By: />/
Name: Aimee N. Civill
Title:
Attorney-In-Fact
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6225 Centennial Way Baltimore, Maryland 21209 State ofIncorporation: New York Liability Limit: $1,267,740.00
[ Corporate seal]
AMERICAN OME ASSURANCE COMPANY By: .,/
Name: A'Imee N. Cafvill [ -
Title:
Attorney-In-Fact I75 Water Street New York, New York 10038 State ofIncorporation: New York Liability Limit: $1,267,740.00
[ Corporate seal]
36,342.00 Bond Premium: $ ,
SCHEDULE 1 LISTING OF NRC LICENSES FOR WESTINGIIOUSE GOVERNMENT SERVICES COMPANY LLC PAYMENT SURETY BOND FINANCIAL NRC TYPE OF ASSURANCE LICENSE FACILITY LICENSE / VALUE' NUMBER LOCATION AND ADDRESS LICENSEE IN $000 1 37 5809-01 Pump Repair Facility-EMD Combined Materials / 7,000' Cheswick Ave.,
Cheswick, PA I5024 Westinghouse Government Services Company LLC (GESCO) 2 37-5809-02 Industrial Radiography Facility Byproduct / 18' Cheswick Avenue Cheswick, PA 15024 Westinghouse Govemment Services Company LLC (GESCO) 3 SNM-1120 Plutonium Fuels Development Lab' SNM/ 25' Cheswick Ave.
Cheswick, PA 15024 Westinghouse Government Services Company LLC (GESCO)
Totals 7,043 i Financial assurance values referenced in (10CFR 30.35,40.36,50.75 and 70.25).
2 Decommissioning cost is based on an engineering study 3 7hb is possession only type license. 1
,. gg POWER Fed:ralIn:uranC3 Comp;ny Attn.: Surety Dep rtm:nt OF Vigitnt insuranca Ccmp:ny 15 Mruntain View Rnad Sursty 4770gugy pacific ind:mnity c:mp:ny W rren, NJ 07059 Know All by These Presents, That FEDERAL NSURANCE COMPANY, an indiana corporaton, VIGILAPU NSURANCE COMPANY, a New York corporation, and PACIFIC WDEMNITY COMPANY, a Wisconstn corporation, do each hereby constitute and appoint Terry Payne ,
Judith P. Morris, Elaine Gray, Ed Heine and Aimee N. Cavill of Missoula, Montana -------
each as their true and lawful Attorney-in-Fact to execute under such designation in their names and to affix their corporate seals to and dehver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obhgatory in the nature thereof (other than ball bonds) given or cxecuted in the course of business, and any instrurnents amending or altenng the same, and consents to the modificaton or alteration of any instrumerit referred to in said bonds or obhgations.
In Witness Whereof, said FEDERAL WSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC NDEMMTY COMPANY have each executed and attested these presents and affixed their corporate seals on June 9 ,1998.
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Kenneth C. Wendet, Assistant secretaly / Frapk E[. Robertson, \ hee Presy6ent STATE oF NEW JERSEY '
County of Somerset on June 9 ,1998, before me, a Notary Public of New Jersey, personally came Kenneth C. Wendel, to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which executed the foregoing Power of Anorney, and the said Kenneth C. Wendet being by me duty sworn, did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COhPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate samts thereof, that the seeis offmed to the forego 6ng Pomer of Attomey are such corporate seals and were thereto offixed by autherny of the py-Laws of said Compones; and that he signed said Power of Attomey as Assatant Secretary of said Companies by like authorty; and that he is acquainted with Frank E. Robertson, and knows him to be Vice Prasadent of said Comparwes; and that the signature of Frank E. Robertson, subscribed to said Power of Anomey is in fne genume handwritang of Frank E. Robertson, and uma thereto subscribed by autherny of said Sy4.aws and in deponenre presence.
/
I Notarial THEReSA B.CICHOWSKI U Notary Pubilc, State of New Jersey /,
Ch. ,
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PUBLI y Comrniasoon Expires July 27,2001 . / /
V noi ,y Putec a- CERTIFICATION Extract from the By-Laws of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY;
'All powe's of attomey for and on behalf of the Company may and shall be executed in the name and on behalf of the Company, either by the Chairman or the President or a Vlce President or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary, under their respective designations The signature of such offcers may be engraved, printed or lithographed The signature of each of the following --
officers: Chasrman, President, any Vee President, any Assier Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affond by facsimile to any pcwor of attomey or to any certificate reistmg thereto appointing Assistant Secretanes or Attomeys-in-Fact for purposes only of executing and attesting bonds and underteidngs and other wrthngs obhgatory in the nature thereof, and any such power of attomey or certifeste bearing such facsimile signature or facsimile seal sher be valld and binding upon the Company and any such power so executed and coittfled by such facsimile signature and facsimile seal shall be veild and binding upon the Company with respect to any bond or underteldng to which R le attached "
I, Kenneth C.Wendel, Aseistent Socrotory of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY (the ' Companies') do hereby certify that (I) the foregoing extract of the By-Laws of the Compenses is true and correct, (ii) the Companies era duly beensed and aLdhortend to transact oursty bushoes h at 50 of the Unhed Steles of Amartcm and the Desertti of Columbia and are authorteed by the U. S. Treasury Departrrurt; further, Federal and Vlgliert are toensed h Puerto Rico and the U. S. Virgin talands, and Federalis licensed h Amartoon Samos, Gumm, and each of the PrtMnces of Canada ascept Prhos Ednerd leiend; and (ill) the foregoing Power of Attomey is true, cr.wrect and h fug force and off Ghen under my hand and semis of said Compenlos et Warren, NJ th O - doy of MJtd ,t9 D ,
Kenneen C.Wendet Assistant Secretary IN THE EVENT YOU.WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY Telephone (908) 903-3485 Fax (908) 903-3656 e-mail: Surety @Chubb,Com in ioam csa nei ccusam
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- 3 2289 Certified Copy SEABDARD SURETY COMPANP No. 16036 POWER OF ATTORNEY KNOW ALL MEN SY THESE PRESENTS: That SEABOARD SURETY COMPANY, a corporation of the State of New York, has made.
constrtuted and appointed and by these presents does make, constitute and appoint Terry Payne or M. G. Anderson or Judith P. Morris or Ed Heine or Elaine Gray or Aimee N. Cavill of Missoula, Montana its true and lawful Attomey-in-Fact, to make, execute and deliver on its behalf insurance policies, surety bonds, undertakings and other instruments of similar nature as follows:
Without Limitations Such insurance policies, surety bonds, undertakings and instruments for said purposes, when duty executed by the aforesaid Attomey-in-Fact, shall be binding upon the said Company as fully and to the same extent as if signed by the culy authonzed officarts of the Company and sealed with its corporate seal; and all the acts of said Attomey-in-Fact, pursuant to the authonty hereby given, are hereby ratified and confirmed.
This appointment is made pursuant to the following By-Laws which were duly adopted by the Board of Directors of the said Company on Decembarr 8th,1927, with Amendments to and including January 15,1982 and are still in full force and effect ARTICL.E VII SECTION 1:
" Policies, tsonds, recognirances, stipulations, consents of surety, underwriting undertakings and instruments relating thereto, hsurance poisoes, bonds.-y -., stipulations, consent:i ci surety and unoerwntng undertwangs of te Company, ard releases agreements ed other w:1 tings relating h any way thereto or to any casm or loss thereunder, shall be sgned h the name and on behaff of the Company (a) by he Chairman of te Board, to President, a Vce-President or a Ressdent Vice. President are by te Secretary, an Assstant Secretary, a Resdent Secretary or a Resident Assistant Secretary; or (b) by an Attorney <n-Fact for the Company appointed and authonzed by the Charman of he Board, te Prescent or a Voe-Presdent to rnalte sJch sgnature; or (c) by such other othcers or representatnres as the Board may trom $me to 9me deterrrune.
The seal of the Company shalt if appropnate be afhmed thereto by any such othoer. AttameyarWact or representative.'
IN WITNESS WHEREOF, SEABOARD SURETYCOMPANYhas caused th ents to be signed by one of its Vice-Presidents, cnd its corporate seal to be hereunto affix ed and duty attested by one of Secretaries, this.. .. . 2hd,, , , , , , , , , , ,
day of .....P.f.pumbey,,, ,,,,19 ,,? @,. g
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O SU COMPAP ,
2 1927 i '
Y,e (Seat) 4 . . . .
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4tchaelB.Keeh........ n Vice Presdent STATE OF MARM.AND as. :
f 2 an f ,, , ,, , ,, ,, i g ,, ?,@.. .. . before me personalty appeared
..... . ... ...M.icha e,{,,$,,,,,,,b,,,,e,s,
,an.y o , ,,g,mb,ep,,,,4
.... UR Cm personalty acquainted, who, being by me duly swo ..... a Vice-President he resides of SEABOARD in the State of..... Mag,, pan,f,,,,,, COMPANY, with whom i that he is a Vice-President of SEABOARD PANY, the corporation described b and which executed the foregomg instrument; that he knows the corporate seal of id Company; that the seal affixed to said instrument is such corporate sea!; that it was so affixed by order of the Board of Dire: tors of said Company; and that he signed his name thereto as Vee-President of said Cornpany by like authortty.
ERMAL RUBRIGHT -
NOTARY PUBLIC, State of Maryland ,&,,
OS My Comrnisolon Expires August 1,2002 CERTIFICATE 1, to underegned Asemeart Secretary of SEABOAFC SUFETY COMPANY do hereby certify that to onginst Power of Anomey of which to fuegoirg m,,,, _ , , , , , , ,
Pubic ,.
b c tut, true and conect copy, is h ful force and aflect on sie date of his Certilones and I do further certify tut me VcePresidert who == ami tw said Power of Atemey ens are af tw Orhours mulhortand by to Based of Drectors e appaht an steoW as provided h Areale Va, Secman 1, cf es Debens af SEABOARD SURETY COhPANY.
This Corgecase rrwy be signed and aceled bylocalmile underand byadhority of he fotowing secoluton of tw EammJeve Commiese of to Bosed of Deuceors of SEABOARD SURETY ColFANY si a moseno cahed and held on tis 25tt of Manti1970.
' RESOLVED- (2) That to ime of a pnnend
. of to corporses asmi of tu and of to signates of an Aestsemrt en air carencamor= cf he conoceiens of a copy of m instrument -aws by em Preedent or a Vce Preendent purutart b Artcle VII. Secaon 1, af fu anoann,g and manortmo en anomeyewace e men h v. nenw and en beher of to company murmy bums, ureerwrang undandenes or cour heinanaras asacrited h and Arncie Vu, secmon 1, wan uke oescs as u sucri aos and such agneeuro had been manuesy ammed aruf mada, hustly is mAherland ad approved.'
IN WITNESS WHEREOF, I have hereunto set my and amxed the corporate seal of the Company to those preserpts this
.......... .. A A9.. ........ dey of ... . . . . . . . . . . . . . . . . . . ~ . 19.S.*1. . /
O1927 %
.......[......... .
TD wortfy the authentiolty of this Power of Attomey, call 1800 4214880 and ask for the Power of Attomey clerk. Please refer to the Cernficane of Authority number, the above. named individuais and the detalis of the bond to whkm the power is anacmed.
esseslus) Peasehusa
An'tekican Home Assurance Company POWER OF ATTORNEY National Union Fire Insurance Company of Pittsburgh, Pa.
Principal Bond Office: 175 Water Street. New York, N.Y.10038 No.13-B-50114 KNOW ALL MEN BY TilESE PRESENTS:
That American Home Assurance Company, a New York corporation, and Nanonal Union Fire Insurance Company of Pittsburgh, Pa., a Pennsylvania corporation, does each hereby appoint r
--Terry Payne, Ed IIcine, Judith P. Morris, M. G. Anderson, Elaine Gray, Aimee N. Cavill: of Missoula, Montana-its true and lawful Attomey(s)-in-Fact, with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts'of indemnity and writings obligatory in the nature thereof, issued in the course ofits business, and to bind the respective company thereby.
IN WITNESS WilEREOF, American liome Assurance Company and National Union Fire Insurance Company of Pittsburgh, Pa. have each executed these presents this 3_0th 0 day of September,1998.
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- Lawren'ceW. Carlstr'or'n, Senior Vice PEsident s .*j
[ \ .# National Union Fire insurance Company of Pittsburgh, PA.
Vice President, American Home Assurance Company 1
STATE OF NEW YORK }
COUNTY OF NEW YORK lss.
On this 30th day of September,1998 before me came the above named offEof American Home As3rance Company and /D /3 National Union Fire insurance Company of Pittsburgh, Pa., to me O
td O z personally known to be the individual and officer described herein, O O end acknowledged that he executed the foregoing instrument and No. Ot.NO4652754 l l affixed the seals of said corporations thereto by authority of his Qu.p .d in w. ch.si.r countt '
i office. Le* twires Jan. 31. 2Gfft, CERTIFICATE Excerpts of Resolutions adopted by the Boards of Directors of American Home Assurance Company and National Union Fire Insurance Company of Pittsburgh, Pa. on May I8,1976:
" RESOLVED, that the Chairman of the Board, the President, or any Vice President be,- and hereby is, authorized to appoint Attorneys-in-Fact to represent and l l act for and on behalf of the Company to execute bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the t.ature l thereof, and to attach thereto the corporate seal of the Company, in the transaction of its surety business; l
[ " RESOLVED, that the si atures and attestations of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any t
certificate relating thereto y facsimile, and any such Power of Attorney or certificate bearing such facsimile signatutes or facsimile seal shall be valid and binding upon the Company when so affixed with respect to any bond, undertaking, recognizance or other contract ofindemnity or writing obligatory in the nature thereof;
- RESOLVED, that any such Attorney-in-Fact delivering a secretarial certification that the foregoing resolutions still be in effect may insert in such certification the date thereof, said date to be not later than the date of delivery thereof by such Attorney-in-Fact "
, I, Elizabeth M., Tuck, Secretary of American Home Assurance Company and of National Union Fire Insurance Company of Pittsburgh, Pa. do hereby certify that the foregomg excerpts of Resolutions adopted by the Boards of Directors of these corporations, and the Powers of Attomey issued pursuant thereto. are true end correct, and that both the Resolutions and the Powers of Attorney are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of each corporation this _ _) day of -W\ .19'M -
g,.! ,(gj Eiizabeth u . rucx,see, eta,y
.. . . . . . . . . a . . . . . a is . . e . <
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'i EXIIIBIT B - 4 I i
i Certification of Authorized Signatories )
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I CERTIFICATION 1, CRAIG G. TAYLOR,~ Assistant Secretary of WESTINGHOUSE GOVERNMENT SERVICES COMPANY LLC, DO HEREBY CERTIFY, that the attached is a true and correct I
copy of resolutions duly adopted by written consent of the sole member of said Company (acting under its former name MK WGS LLC) on January 15,1999 and which resolutions are still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this 11* day of March,1999 Dsh A '
Craig . Taylor Assis Secre l
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WRITTEN ACTION OF THE SOLE MEMBER OF MK WGS LLC The undersigned, Morrison Knudsen Corporation, an Ohio corporation ("MK"), being the sole member of MK WGS LLC, a Delaware limited liability company (the " Company"), does 't y this written consent and pursuant to Section 302 of the Delaware Limited Liability Company Act, adopt the following resolutions, as of the 15th day of January,1999:
" RESOLVED, that the following persons be, and each of them hereby is, elected to the office set opposite his name, to serve therein for a term of one year and until his successor is chosen and qualified in his stead:
Robert A. Tinstman President Jonathan M. Robertson Secretary Frank S. Finlayson Treasurer l
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"WHEREAS, Morrison Knudsen Corporation, an Ohio corporation ("MK"), being the sole member of the Company, has authorized and approved the acquisition of certain Westinghouse l
businesses owned by CBS Corporation (the " Westinghouse Transaction"), including the
! Government and Environmental Services Company business ("GESCO Acquisition"), a part of I
which, upon completion of the acquisition, will be owned and operated by the Company, pursuant to the price, terms and conditions set forth in that certain Asset Purchase Agreement between CBS and WGNH Acquisition, LLC, dated June 24,1998, as amended, supplemented or modified (the
" Asset Purchase Agreement"); and "WHEREAS, it is in the best interests of the MK and the Company to proceed with the Westinghouse Transaction.
"NOW, THEREFORE, BE IT RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed for and on behalf of the Company, to do such things and to execute and deliver any and all agreements, instruments, deeds, documents, guarantees, bonds, licenses, permits and transfer documents, financing documents and any and all amendments, supplements or modifications thereto, which the executing officer (c) may deem necessary, appropriate or convenient to consummate the transactions contemplated in the Asset Purchase Agreement and in connection with the Westinghouse Transaction.
" RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and empowered to execute, deliver and file with the United States Nuclear b=1=*ary Commission (the " Commission"), any documents, including ex' .aits, to be incorporated into or i s:w,.wwasi is.coc
related to the license transfer applications submitted to the Commission by CBS Corpoiation in l connection with the Westinghouse Transaction and any and all other documents in connection therewith."
MORRISON KNUDSEN CORPORATION (an Ohio corporation)
By:
Stephen G. Hanks ;
Exe.utive Vice President l
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r EXIIIBIT B - S Inforruation Regarding Incorporation and Authority of Trust Bank i
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w Chase Manhattan Trust Company, National Association Secretarv's Certificate The undersigned Secretary of Chase Manhattan Tmst Co.npany. Nation.d Association
("CMTC"), hereby certifies:
(i) I am the duly elected and acting Secretary of CMTC.
(ii) A true copy of(a) the certificate of authority for New Trust Company, National Association, to commence business as a national banking association, (b) authorization of New Tmst Company, National Association, to exercise fiduciary powers and (c) the authorization to change the name ofNew Tmst Company, National Association, to Chase Manhattan Trust Company, National Association, all dated November 24,1997 and executed by oscials of the 05ce of the Controller of the Currency of the Treasury Department of the United States, are se .
forth as Exhibits (a), (b) and (c) hereto, respectively.
(iii) A true copy of the Articles of Association of CMTC is set forth as Exhibit (d) hereto.
(iv) A tme copy of the By-laws of CMTC is set forth as Exhibit (e) hereto.
(v) The c5cers named in Exhibit (f) hereto were duly elected to the c5ces~ indicated thereon by resolution of the board of directors of CMTC unanimously adopted on November 24, j 1997 at a meeting at which a quorum was present and acting throughout, which resolution remains in full force and effect and has not been amended.
(vi) The signing resolutions set forth in Exhibit (g) hereto and the list of e5cers attached thereto were unanimously adopted by the board of directors of CMTC at a meeting on November 24,1997 at which a quorum was present and acting throughout, which resolutions remain in full force and effect and have not been amended.
(vi) CMTC is a wholly owned indirect subsidiary ofThe Chase Manhattan Corporation.
In witness whereof, I set my hand and the seal of CMTC this November 25,1997.
S
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Thomas F. Godfref Secretary '
Chase Manhattan Tmst Company, that As===;
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1 Comptroller of the Currency Administrator of National Banks Nonheastem District Licensing 1114 Avenue of the Americas, Suite 3900 Telephone: (212) 790-405m New York, New York 10036 Fax:(212) 790-4098 November 24,1997 Mr. Daryl J. Zupan l DV
~ President and CEO yj _
New Trust Company, National Association c'o Mellon Bank, N.A., Corporate Trust Two Mellon Bank Center, Suite 325 Pittsburgh, Pennsylvania 15259 Re: Charter for a National Trust Bank, New Trust Company, National Association.
Pittsburgh, Pennsylvania ACN 97 NE 010022
Dear Mr. Zupan:
The Comptroller of the Currency (OCC) has found that you have met all conditions imposed by the OCC and completed all steps necessary to commence the business of banking. Your charter certi5cate is enclosed. You are authorized to commence business on November 24,1997.
This tener also constitutes OCC authorization to exercise fiduciary powers.
~
-You are reminded that several of the standard conditions contained in the preliminary approval letter dated October 23,1997 will continue to apply once the bank opens and by opening, you agree to subject your association to these conditions of operation. Some of the conditions bear reiteration here:
- 1. Regardless of the association's FDIC insurance status, the associ, tion is subject to the
. Change in Bank Control Act(12 U.S.C. I8170)) by virtue ofits national bank chaner.
. .Please refer to item 4 in the list of standard conditions sent with the pictiminary 4 approvalletter. .
- 2. The board of directors is responsible for regular review and update of policies and )
procedures and for assuring ongoing compliance with them. This includes maintaining an intemal control system that ensures compliance with the. currency reporting and record keeping requirements of the Bank Secrecy Act (BSA). The board is ex'pected IG train its personnet in BSA procedures and designate one person or a smup to monitor day-to-day compliance. -
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. Page two i
- 3. The bank will not engage in full commercial powers authorized to national banks without the OCC's prior approval.
Following the commencement of operations, bank management is urged to become familiar with the requirements of the Securities Exchange Act of1934 and Part 1I of the Comptroller's regulations relative to the registration of the bank's equity securities and related periodic reports. Tnese requirements will be applicable to your bank when the number of shareholders of record is maintained at 500 or more. Such registration may be subsequently terminated pursuant to the Act.
only when the number of shareholders of record is reduced to fewer than 300.
Should you have any questions regarding the supervision of your bank, please contact the portfolio manager who will be responsible for OCC's ongoing supervisory e'ffort at your institution. You will be notified of the name and number of the appropriate individualin the near future.
Sincerely, el .
Licensing Manager Enclosure ec: 0flicial File .
Field File 9
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CHASE MANHATTAN TRUST COMPANY, NAT1oNAI. AssoCtAT1oN I
l CHARTER NO. 23548 l
ARTICLES OF ASSOCIATION For the purpose of organizing an Association to perform any lawful activities or'a national bank, l the undersigned do enter into the following Anicles of Association:
FIRST. The title of this Association shall be Chase Manhattan Trust Company, National Association (the " Association").
SECOND. The main o5cc of the Association shall be in the City of Pittsburgh, County of Allegheny, Commonwealth ofPennsylvania. The business of the Association shall be limited to the fiduciary powers and the support of activities incidental to the exercise of those powers. The Association will obtain the prior written approval of the OEce of the Comptroller of the Currency before amending these Articles of Association to expand the scope ofits activities and services.
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l THIRD. The board of directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be Exed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majodry of the shareholders at any annual or special meeting thereoE Each director, during the full term of his directorship, shall own common or preferred stock of the Association or of a holding company owning the Association, with en aggregate par, fair market or equity value of not less than~
51,000. Any vacancy in the board of directors may be filled by action of the shareholders or a majority of the remaining directors. ,
Terms of directors, ischiding directors selected to 511 vacancies,~sidll~ expire at the next regular meeting of shareholders at which directors are :lected, unless the directors resign or are removed i from oEce.
Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and quali5es or until there is a decrease in the number of directors and his or her position is eliminated.
FOURTH. There shall be an annual meeting of the shareholders to elect directors andtransact whatever other business may be brought before the meeting. It sha!! be held at clie main oEce or any other convenient place the board of directors may designate, on the day of each year'speciSed therefore in the by-laws, or if that day falls on a legal holiday in the state in which the Asr.ociation l
is located, on the next following banking day. If no election is held on the day fixed or in event of
a 1: gal holiday, en the following banking day, an election may be held en any subsequent day within 60 drys of the day 6xed, to be designated by the board of directors, or,if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and cutstanding. ,
Advance notice of the meeting may be duly waived by the sole shareholder in accordance with 12 C.F.R. 7.2001.
A director may resign at any time by delivering wdtten notice to the board of directors, its Chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
A director may be removed by shareholders at a meeting called to remove him or her, when notice of the, meeting stating that the purpose or one of the purposes is to remove him or her is provided,
. if the're is a failure to fulfill one of the affirmative requirements for quali5 cation, or for cause.
FIFTH. The authorized enount ofcapital stock of this Association shall be five million dollars (55,000,000), divided into fifty thousand (50,000) shares of common stock of the par value of one hundred dollars (5100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or soldi nor any right to subscription to any thereof other than such, if any, as the board of directors, in its discretion may from time to time determine and at such pdce as the board of directors may from time to time fix.
Unless otherwise speciSed in the Articles of Association or required by law, (1) all matters requidng shareholder action, including amendments to the Articles of Association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share. _
The Association, at any time and from time to time, may authoriz:: and inue debt obligations, whether or not subordinated, without the approval of the shareholders.
SDCTE. The board of directors may appoint one ofits members President of this Association, and one ofits members Chairperson of the board or two ofits members as Co-Chairpersons of the board, and shall have the power to appoint one or more Vice Presidents, a Secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticadng
. the records of the Association, and such other of5cers and employees as may be required to transact the business of this Association. A duly appointed of5cer may appoint one or more ofEcers or assistant of5cers if authodzed by the board of directors in accordance with the by-laws.
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Th3 beard eIdirect:rs shall have the power to:
(1) D: fine the duties of the officers, employees, and agents of the Association.
(2) Delegate the performance ofits duties, but not the responsibility for its duties, to the ,
officers, cmployees, and agents of the Association.
(3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.
(4) Dismiss officers and employees, (5) Require bonds from officers and employees and fix the penalty thereof.
(6) Ratify written policies authodzed by the Association's management or committees of the board.
(7) Regulate the manner in which any increase or decrease of the capital of the Association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or l decrease the capital of the Association in accordance with law.
l (S) Manage and administer the business and affairs of the Association.
(9) Adopt initial by-laws, not inconsistent with law or the Anicles of Association, for managing the business and regulating the affairs of the Association.
(10) Amend or repeal by-laws, except to the extent that the Articles of Association reserve this power in whole or in pan to shareholders.
(11) Make contracts.
(12) Generally perform all acts that are legal fo'r a board of directors to perform.
l l SEVENTH. he board of directors sha!! have the power to change the location of the main office to any other location permitted under applicable law, without the approval of the shareholders, and, shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law, without the . J approval of the shareholders subject to approval by the Office of the Comptroller of the Currency.
EIGHTH. The corporate existence of this Association shall continue until termination according -
to the laws of the United States.
NINTH. These Articles ofAssociation may be amended at any regular or special meeting of the shareholders by the afErmative vote of t'.e holders of a majodcy of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The Association's board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders. ,
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CHASE MANHATTAN TRUST COMPANY, NATloNA!. AssoCIAT1oN BY-LAWS Article 1. bleerings ofShareholders Section 1.1. AnnualMeeting. The regular annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting, shall be he!d at the main of5ce of the Association, or such other place as the board may designate, and at such time in each year as may be designated by the board of directors. Unless othenvise provided by law, notice of the meeting may be waived by the Association's sole shareholder in accordance with 12 C.F.R. Q 7.2001. If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board, or, if the directors fail to fix the date, by shareholders representing two thirds of the' shares issued and outstanding.
Section 1.2. Special Meetings. Except as otherwise specifically- provided by statute, special meetings of the shareholders may be called for any purpose at any time by a majority of the board of directors or by any one or more shareholders owning, in the aggregate, not less than twenty-Sve percent of the stock of the Association or by the Chairperson of the board of directors or the .
President. Unless otherwise provided by law, advance notice of a special meeting may be waived.
by the Association's Sole Shareholderin accordance with 12 C.F.R. 6 7.2001.
Section 1.3. Nominations ofDirectors. Nominations for election to the board of directors may l be made by the board of directors or by any stockholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors. Nominations, other than those made by or ch behalf of the existing management of the Association, shall be made in writing and I shall be delivered or mailed to the President.cf the Association and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days. prior to any meeting of shareholders called for the election of directors, provided however, that if less than 21 days' notice of the meeting is giyen to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh (7th) day following the day on which the notice of meeting was mailed.
Such noti 5 cation shall contain the following information to the extent known to the notifying shareholder.
(1) The name and address of each pmposed nominee. -
(2) The principal occupation of each proposed nominee. ;
(3) The total number of shares of capital stock of the Association that will be voted for each proposed nominee.
(4) The name and residence address of the notifying shareholder.
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(5) The number of shares of capital stock of the Association own:d by the notifying shareholder. .
Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the Chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.
Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in wdting, but no of5cer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting to be speci5ed therein, and any adjournments of such meeting' .
Proxies shall be dated and Sled with the records of the meeting. Proxies with rubber stamped facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a confirming telegram from the shareholder. Proxies meeting above requirements submitted at any time during a meeting shall be accepted.
Section 1.5 Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Section 10.2, but less than a quemm may adjoum any meeting, from time to. time, .nd the meeting may be held, as adjoumed, without further notice. A majority of the votes cast shall dec*de every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association, or by the shareholder:. or directors pursuant to Section 10.2. Any action required or pemutted to be taken by the shareholders may be taken without a meeting by unanimous wdtten consent of the shareholders to a resolution authorizing the action. The resolution and the wdtten consent shall be Sled with the minutes of the proceedings of the shareholders.
ArticleII. Directed Section 2.1. Roard of Directors. The board of directors (" board") shall have the power to manage and administer the business and affairs of the Associatiorc Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the board.
Section 2.2. Number. The board shall consist of not less than five nor more than twenty-Eve persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full board or by resolution of a majodty of the shareholders at any meeting thereof, orovided however. that majority of the full board may not increase the number of directors to a number which: (1) exced by more than two the number of directors last elected by shareholders where such number was 15 or less; and (2) exceeds by more than four the number of directors last elected by shareholders where such number was 16 or more, but in no event shall the number of directors exceed 25.
j Section 2.3. Organi:aden Afeedag. The Secretary shall notify the directors-elect of their l
election and of the time at which they are required to meet at the main of5ce of the Association to organize the new board and elect and appoint ofEcers of the Association for the succeeding year.
Such meeting shan be held on the day of the election or as soon thereafter as practicable, and, in i i
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'any event, within 30 days thereof, if, at the time fixed for such meeting, there shall not be a qu: rum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.
Section 2.4. Regular Meetings. The time and location of regular meetings of the board shall be set by the board. Such meetings may be held without notice. Any business may be transacted at any regular meeting. The board may adopt any procedures for the notice and conduct of any rnectings as 'are not prohibited by law. ,
Section 2.5. SpecialMeetings. Special meetings of the board may be called at the request of the Chairperson or Co-Chairperson of the board, the President, or three or more directors. Each member of the board shall be given notice stating the time and place, by telegram, telephone, (
letter or in person, of each such special meeting at least one day pdor to such meeting. Any business may be transacted at any special meeting.
Section 2.6. Action by the . Board. Except as otherviise provided by law, corporate action to be taken by the board shall mean such action at a meeting of the board. Any action required or permitted to be taken by the board or any committee of the board may be taken without a meeting if all members of the board or the committee consent in writing to a resolution suthorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the board or committee. Any one or more members of the board or any committee may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment. allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting. .
Section 2.7. Walver ofNorice.' Notice of a special meeting need'not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. _
Section 2.8. Querum and Alanner ofActing. Except as otherwise required by law, the Articles j of Association or these by-laws, a majority of the directors shall constitute a quorum for the l transaction of any business at any meeting of the board and the act of a majodty of the directors l present and voting at a meeting at which a quorum is present shall be the act of the board. In the ,
absence of a quorum, a majodty of the directors present may adjourn any meeting, from time to 1 time, until a quorum is present and no notice of any adjourned meeting need be givert. At any such adjourned meeting at which a quorum is tresent, any business may be transacted which might have been transacted at the meeting as originally called.
Section 1.9. Vacancies. In the event a majority of the full board increases the nut.ber of directors to a number which exceeds the number of directors last elected by shareholders, as '
i permitted by Section 2.2, directors may be appointed to Gil the resulting vacancies by vote of such majority of the full board. In the event of a vacancy in the board for any other cause, a director
may be appointed to fill such vacancy by vote of a majority of the remaining directors then in
, office. ,
Section 2.10. Removal ofDirectors. The vacancy created by the removal of a director purstrant to this Section may be filled by the board in accordance with Section 2.9 of these by-laws or by the shareholders.
Article III. Commitrees Section 3.1. Erecutive Committee. There may be an executive committee consisting of the Chairperson or Co-Chairperson of the board and not less than two other directors appointed by
' the board annually or more often. Subject to the limitations in Section 3.4(g) of these by-laws, the executive committee shall have the maximum authority pennitted by law.
Section 3.2. Audit Commirrec. There may be an audit committee composed of not less than two directors, exclusive of any active officers, appointed by the board annually or more oRen, whose duty it shall be to make an examination at least once during each calendar year and within fifteen months of the last examination into the affairs of the Association, or cause continuous suitable examinations to be made, by aud: ors responsible only to the board, and to report the results of any such examinations in wnting to the board from time to time. Such examinations shallinclude audits of the fiddelary business of the Association as may be required by law or regulation.
Section 3.3. OrAer Commineer. The board may appoint, from time to time, other committees of one or more persons, for such purposes and with such powers as the board may determine.
Section 3.4. General (a) Each committee shall elect a Chairperson from among the members thereof and sha!! also designate a Secretary of the committee, who shall keep a record ofits proceedings. _ _ _ __ _
(b) Vacancies occurring from time to time in the membership of any committee shall be
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filled by the board for the unexpired term of the member whose departure causes such vacancy.
The board may designate one or more altimate members of any committee, who may replace any absent member or members at any meeting of such committee.
- (c) Each committee shall adopt its own rules of procedure and shall meet at such stated times as it may, by resoluti,on, appoint. It shall also meet whenever called together by its l Chairperson or the Cheirg. of the board. ,
(d) No notice of regular meetings of any committee need be given. Notice of every special l meeting sha!! be given either by mailing such notice to each member of such committee at his or l her address,.as the same appears in the records of the Association, at least two days before the l l
day of such meeting, or by notifying each member on or before the day of such meeting by ,
telephone or by personal notice, or by leaving a written notice at his or her residence or place of business on or before the day of such meeting. Waiver of notice in writing of any meeting.
whether prior or subsequent to such meeting, or attendance at such meeting, shall be equivalent to .
l notice of such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special Ed=g 4
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- (e) All esmmittees shall, with respect to all matters, be subject to the authority and direction of the beard and shall repsrt to it whtn required.
(f) Unless ctherwise required by law, the Articles of Association er these by laws, a quorum at any meeting of any committee shall be one third of the full membership and present shall be the act of the committee.
(g) No committee shall have authority to take any action which is expressly required by law or regulation to be taken at a meeting of the board or by a speci5ed proportion of directors.
Article IV. Officers and Employees
' Section 4.1. Chairperson of the Board. The board shall appoint one ofits members to be the Chaigerson of the board, or two persons to serve as Co-Chairperson of the board to serve at its pleasure. Such person shall preside at all meetings of the board. The Chairperson or Co-Chairpersons of the board shall supe: vise the carrying out of the policies adopted or approved by the board; shall have general executive powers, as well as the specinc powers conferred by these by-laws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned by the board. .
Section 4.2. President. The board may appoint one ofits members to be the President of the Association. In the absence of the Chairperson or Co-Chairpersons, the President shall preside at any meeting of the board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the
'omce of President, or imposed by these bylaw's. The President shall also have and may exercise such further powers and duties as from tim,e to time may be conferred, or assigned by the board.
Section 4.3. Vice President. The board may appoint one or more Vice Presidents. Each Vice President shall have such powers and duties u may be assigned by the board.
Section 4.4. Secretary. The board shall appoint a Secretary, Cashier, or other designated o5cer who shall be Secretary of the board and of the Association, and shall keep accurate minutes of n!!
meetings. The Secretary shall attend to the giving of all notices required by these by-laws; shall
. be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Atsociation; shall have and may exercise any and all other powers and duties pertaining by law, regulaticit or practice, to the oEce of Cashier, orimposed by these by-laws; and shall also peiform such other duties as may be assigned from time to time, by the board.
Section 4.52 Orksr OBicers. The board may appoint one or more Assistant Vice Presidents, one or more Trust 05cers, one or more Assistant Secretaries, one or more Assistant Cashiers, one or more Managers and Assistant Managers of branches and such other o5cers and attorneys in fact as from time to time may appear to the board to be required or desirable to transact the business of the Association. Such o5cers shall respectively exercise such powers and perform such duties as pertain to their several o5ces, or as may be conferred upon, or assigned to, them by the board,.
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the Chairperson or Co-Chairpersons of the board or the President. The board may authorire an
, " c5cer to appnint one or more officers or assistant offictrs.
Section 4.6. Raignation. An officer may resign at any time by delivering notice to the Association. A resignation is effective when the notice is given unless the notice specifies a later effective date.
Articie V. Fiduciary Activities Section 5.1. Trust Commitus. There shall be a Trust Committee of this Association composed of four or more members, who shall be capable and experienced officers or directo'rs of the Association. The Committee is charged with the responsibility for the investment, retentior% or -
disposidon of assets held in accounts with respect to which the Association has investment authority; for the review of the assets of accounts for which the Association has investment authority promptly after the acceptance of such an account and at least once during every calendar year thereafter to determine the advisability of retaining or disposing of such assets; for the determinadon of the m & in which proxies received.for accounts for which the Association has responsibility for the voting et goxies shall be voted; for the determination of all substantial questions involving discretionary nothority of the Association of a non-investment nature, including, but not limited to, distribution of principal and/or income in respect of any account; for providing advice as to the investment, retention, or disposition of assets in investment advisory accounts maintained by the Association; for the making of such reports as this board shall require; and for such other responsibilities as may be assigned by this board. The Trust Committee, in discharging its aforementioned responsibilities, may authorize officers of the Association to exercise such powers and under such conditions as the Committee may from time to time prescribe.
Section 5.2. TrustInvertments. Funds held in a Educiary capacity shall be invested according to the instrument establishing the Educiary relationship and local law. Where such *mstrument does not specify the character and class ofinvestments to be made and does.not vest in the Association '
a discretion in the matter, funds held pursuant to such *mstnsment shall be invested in investments in which corporate 6duciaries may invest under applicable law.
Section 5.3. Trust Audit Committee. The board shall appoint a committee of at least two directors, exclusive of any active of5cer of the association, which shall, at least once during each calendar year make suitable audits of the association's Educiary activities or cause suitable audits to be' made by auditors responsible only to the board, and at such time shall ascertain whether 6duciary po,wers have been admiMmed according to law, Part 9 of the Regulations of the Comptmiler.of the Currency, and sound 6duciary principles.
Section 5A. Fiduciary Files. Thu shall be maintained by the association all 6duciary records .
necessary to assure that its 6duciary responsibilities have been propedy* undertaken and discharged.
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- icie Yl. Stock cadStock Ceraficates tisn 6.1. Transfers. Shares of stock shall be transferable on the books of the Association, a transfer book shall be kept in which all transfers of stock shall be recorded. Every person 3 ming a shareholder by such transfer shall, in proportion to his or her shares, succeed to all
- ts of the prior holder of such sisres.The board may impose conditions upon the transfer of the
- k reasonably calculated to simplify the work of the Association with respect to stock sfsrs, voting at shareholder meetings, and related matters and to protect it against fraudulent sfrrs.
tisu 6.2. Stock Ceni/icates. Certificates of stock shall bear the signature of the Chairperson lo-Chairpersons of the board or President (which may be engraved, printed or impressed), and I be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, istant Cashier, or any other officer appointed by the boar'd for that purpose, to be known as an iorized officer, and the seal of the Association shall be engraved thereon. Each certi6cate
- I rccits en its face that the stock represented thereby is transferable only upon the books of the lsciation properly endorsed. In cue any such officer who has signed or whose facsimile ature has been placed upon such certificate shall have ceased to be such before such certificate sued, it may be issued by the Association with the same effect as if such officer had not ceased
- e such at the time ofits issue. The corporate seal may be a facsimile, engraved or printed.
Article VII. Corporare Seal i:isa 7.h Corporare Seal The Chairperson, the President, the Cashier, the Secretary or any
( stant Cashier or Assistant Secretary, or other officer thereunto designated by the board, shall f: auch:rity to affix the corporate seal to any document requiring such seal, and to attest the
- e. Such seal shall be substantially in the following form: A circle, with the words " Chase thattan Trust Company, National Association" within such circle.
Article YIII. Miscellaneous Provisions 122 8,1. Eiscal Year. The fiscal year of the Association shall be the calendar year.
l:132 s.2. Exetsdon of Instruments. All agreements, indentures, mortgages, deeds.
- nryances, transfers, certi5 cates, declarations, receipts, discharges, releases, satisfactions,, '
- ements,, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other l uments or documents may be signed, executed, acknowledged, verified, delivered or accepted
'sehalf cf the Association by the Chairperson or Co-Chairpersons of the board, or the ident, or any Vice Chairperson, or any Managing Director, or any Vice President, or any stant Vice President, or the Chief Financial 05cer, or the Controller, or the Secretary, or the der, cr. ifin connection with exercise of fiduciary powers of the Association, by any of those ars or by any Trust Of5cer. Any such *mstruments may also be executed, acknowledged, ied, delivered or accepted on behalf of the AMdon in such other manner and by such i
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e other officers as the board may from time to time direc8. The provisions of this Section 3.2 are supplementary to any other provision of these by-laws.
Section 8.3. Records. The Anicles of Association, the by-laws and the proceedings of all meetings of the shareholders, the board, and standing committees of the board, shall be recorded in appropdate minute books provided for that purpose. The minutes of each meeting shall be signed by the Secretary, Czshier or other officer appointed to act as Secretary of the meeting.
Jection 3.4. Corporate Covernarce Procedures. To the t cent not inconsistent with applicable Federal banking law, bank safety and soundness or these by-laws, the corporate govemance procedures found in the Delaware General Corporation Law shall be followed by the Association.
l Article IX. Indemmfication Section 9.L Right to Indemmyication. Each person who was oris made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether cidi, criminal, administrative or investigative (hereinafter a " proceeding"), by reason of the fact that he or she is or was a director or an officer of the Association or is or was serving at the request of the Association .as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterpdse, including service with respect to an employee benefit plan (hereinafter an " indemnitee") whether the basis of such proceeding is alleged action l
in an official cipacity as a director, officer, employee or agent or in any other capacir/ while serving as a director, officer, employee or agent, shall be indemnified and held harm!ess by the Association to the fullest extent authodzed by'the Delaware General Corporation Law, as the
( same exists or may hereafter be amended (but, in the case of any such amendme'nt, only to se extent that such amendment permits the Association to provide broader indemnification dghts than such law permitted the Association to provide prior to such amendment),' against all expense, liability and loss (including attorneys' fees, judgments, fines, ERIS A excise taxes or penalties and l Tm6iints paid'in s~ettlement) reasonably 1ncurred or~ suffered-by such indemnites in connection therewith; provided, however, that, except as provided in Section 9.3 of these by-laws with respect to proceedings to enforce. rights to indemnification, the Association shall indemnify any !
such indemnitee in connection with'a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board.
l Section 9.2. Right se Advancement af E.xpenses. The dght to indemnification conferred in Section 9.1 of these by-laws shallinclude the right to be paid by the Association the expenses (including a;torney's fees) incurred in defending any such proceeding in advance of its final disposition (herMar an " advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incun ed by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Association of an undertaking (hereinafter an .
" undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced ifit shall ultimately be determined by finaljudicial decision from which there is no further dght to appeal
(hereinafter a " final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 9.2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 9.1 and 9.2 of these by-laws shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, o&icer, employee or agent and _sha!! inure to the bene 5t of the indemnitee's heirs. executors and administrators.
Section 9.3. Right offndemnitee to Bring Suir. If a claim under Section 9.1 or 9.2 of these by-laws is not paid in full by the Association within sixty (60) days after a written claim has been received by the Association except in the case of a claim for an advancement of expenses in which case the applicable period shall be twenty (20) days, the indemniten m:y at any time thereafter bring suit against the Associaticn to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (1) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) itf shall be a defense that, and (2) any suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the Association shall be entitled to recover such expenses upon a final adjudication that, the indemnite has not met any applicable standard for indemni5 cation set forth in the Delaware General Corporation Law. Neither the failure of the Association (including the board, the Association's independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Association (including the board, the Association's independent legal counsel, or,its shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right
.to indemnification or to an advanc: ment.of expenses hereunder, or brou5h t by the Association to recover an advancement of expenses pursuant to the. terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to st.ch advancement of expenses, under this Article IX or otherwise shall be on the Association.
Section 9.4. Non-Exclusivity ofRights. The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Association's Articles of Association, by-laws, agreement, vote of shareholders or disinterested directors or otherwise.
Section 9.5. Insursace. The Association may maintain insurance, at its expense, to protect itself and any director, of5cer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
1 1
1
'Section 9 6. . Indemnification of Employees and Agents of the Association. The Association
- may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Association to the fullest extent of the previsions of this Anicle IX with respect to the indemnification and advancement of expenses of directors and officers of the Association.
Article X. By-laws Section 10.1. Inspection. A copy of the by-laws, with all amendments, shall at all times be kept in a convenient place at the main office of the Association, and shall be open for inspection to all l shareholders during banking hours. .
Section 10.2. Amendments. The by-laws may be amended, altered or repealed, at any regular meeting of the board by a vote of a majority of the total number of the directors except as provided below. The Association's shareholders may amend or repeal the by-laws even though the by-laws may be amended or repealed by its board.
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Exhibit (f) l d*CHAS.E
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~~ Officers-of Chase Manhattan Trust Company, Nations! Association New York City Chairperson D'Arcy H. LeClair President Michael K. Clark Senior Vice Presidert and Chief Finanial Officer Joseph A. Lifderi Vice Presidents Themas .'. Foley, Ann L. Edmonds Secretary Thomra F. Godfrey Pittsburrh Vice Presidents Bridget M. Schessler, Gail Sakalik, Joseph G. Robinson, John L.
Hamm, Elaine D. Renn, Bmee J. Karhu, Rosemary Mellick Assistant.Vice Presidents Sandra Colt, Anthony Ditka, Lois M. Kirk, Ronald J. McKenna, John J. Scarpiniti, Kerry S. Zombeck Tmst Officers Christopher Conrady, Duane Fahrion, David Greenawalt, i Ann C. Hunt, Brian McMurray,Deborah Mielecki,
! Lois M. Morford, Dianna Paul, Kevin D. Rockwell, .
Claire L. Seidener Bank Secrecy Act Of5cer and Security Officer GaiLSakalik _- _ . _ . _ _ . _ _
Philadelohls Vice Presidents Katherine J. Tumer, Mary M. McCracken, Maryann Esposito, Michael Judge, Anne Marie O'Brien, Joseph C. Progar Vice President and Assistant General Counsel Charles J. Adomanis Assistant Vice Presidents Beth Ann Laird, Catherine Lenhardt, Marvin Kierstead Tmst OFicep Edward H. Brouse, Judy A. Gordon, Patrick J. Healy, John Sohier Harrisburr -
Vice President Christopher R. Buechner Trust Of5cer Dolores J. Kenst e
.' (N* CHASE 1 l
. 2 of Chase National Corporate Services, Inc.
who are authorized to sign on behalf of Chase Manhattan Trust Company, ,
National Association, !
Cleveland Vice Presidents Timothy J. Vara, Robert C. Barker, Lisa Garrett, Mark A. Hudson, Karen A. Joyce, Michael D. Roth, ~
Robert R. Schmidt '
Vice President and Assistant General Counsel Susan J. Demaske l Assistant Vice Presidents Maria ~ Allen, Marlyn L. Bachman, Biaglo S. Impala, A. David Kovach Sesette Vice President Roy H. Davis Assistant Vice Presidents Joan Jeffrey, Cheryl Mcdonald Boston Vice President Don M. Iaccheri .
Ad*==t Vice President Mary Lou Bessey l
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Exhibit (g)
RESOLVED, that the Chairperson, the President, any Vice Chairperson, any Vice President (whether or not modified by words before or after "Vice President"), any Managing Director, the Controller, the Treasurer, the Secretary, any Trust Officer and any Assistant Treasurer, Secretary or Trust Office- of the Association, the officers of Chase National Corporate Services, Inc. named in the list thereof presented to this meeting and ordered attached hereto and any c5cer of any affiliate of the Association who is designated in writing as an agent, attorney in fact or authorized officer or signatory for the Association by any of the foregoing officers cf the Associatio(It authorized for and on behalf of the Association to execute and deliver any and all indentures, trust agreements, deeds of trust, corporate mortgages, agency agreements, custodial agreements, depositary agreements, deeds, escrow agreements, assignments, affidavits, certi5 cates, releases, satisfactions, applications, petitions, stock and bond powers, authen_tications and any other documents orinstruments in connection with the business or operations of the Association in any trust,6duciary, agency, representative or other similar capacity, and may a5x the seal of the Association thereto.
RESOLVED, that any documents or instruments duly executed on behalf of the Association may bear the facsimile signature of any officer or holder duly authorized by the board or by the By-laws' of this Associa: ion.
RESOLVED, that the Secretary or any Assistar.t Secretary or any Trust Officer or any Assistant Trust Officer is authorized to affix or cause to be affixed, either manually or by .
facsimile, the corporate seal of the Association to any document or instrument ececuted on behalf of the Association by any other officer or agent of the Association and to attest to the corporate seal so affixed thereto. .
RESOLVED, that this board delegates to the Secretary of the board, and each Assistant
~ Secretary of thiboard,~ severally, the authority to update from time to time the Association's .
. resolutions respecting signing authorities and to make any technical changes therein to resect the organizational structure of the A= Won. .
. g N
I O 9 g
The Chase Manhattan Bank .
Power of Attorney The undersigned he Chase Manhattan Bank, a New York banking corporation (" Chase"), by its undersigned Senior Vice President hereby certifies that the un ' rsigned is a Senior Vice President of Chase and as such is authorized by the board of directors of Chase to make this power of attorney and hereby names, appoints and constitutes each of the officers of Chase Manhattan Trust Company, National Association, named on Exlulit A hereto (but only while -
such person is an officer of Chase Manhattan Trust Company, National Association) and each of the officers of Chase National Corporate Senices, Inc., named on Exhibit B hereto (but only while such person'is an officer of Chase National Corporate Services, Inc.) as an agent, attomey in fact or authorized officer or signatory for Chase, authorized for and on behalf of Chase to execute and deliver any and all indentures, trust agreements, deeds of trust, corporate mortgages, agency agreements, custodial agreements, depositary agreements, deeds, escrow agreements, assignments, affidavits, cer:ificates, releases, satisfactions, applications, petitions, stock and bond powers, authentications, and any other documents or instruments in connection with the corporate trust business or operatioris of Chase and its affiliates in any trust, fiduciary, agency, representative or other similar capacity and may affix the seal ofChase thereto.
THE CHASE MANHATTAN BANK O
?O) U l' -
Michel K. Clark ' ' ' C SeniorVice President ne undersigned Assistant S miy of The Chase Maaha**a Bank (" Chase") hereby certifies that Michael K. Clark is a Senior Vice President of Chase and that his above signature is his genuine signature.
J -
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i A) Mast ottiser -
Assistant Secretary The Chase Manhattan Bank l
0
i EXHIBIT C REVISED, EXECUTED DECOMMISSIONING FINANCIAL ASSURANCE DOCUMENTS FOR DECOMMISSIONING FINANCIAL ASSURANCE BEING PROVIDED BY AND LICENSES BEING RETAINED BY
, CBS CORPORATION 1
l
! 1. Continuing Certification of Financial Assurance l I l 2. Amendment to Standby Trust Agreement I
(NRC Signature Required)
- 3. Amendments to Existing StarAby Letters of Credit (NRC Signature Required on Afknowledgment Copy of Amendment to Dai-Ichi Kangyo Bank Ltd Letter of Credit) j
- 4. Certification of Authorized Signatories I II
]
I EXIIIBIT C .1 Continuing Certification of Financial Assurance i
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l ATTACIIMENT 1 i CONTINUING CERTIFICATION OF FINANCIAL ASSURANCE Principal: CBS Corporation Gateway Building Pittsburgh PA 15230 l
Mr.iling address correspondence regarding this matter:
CBS Corporation Gateway Building Pittsburgh PA 15230 Attention: Richard Smith NRC license numbers, name and address of each facility:
See Attachment 1, p. 2 (List of CBS Corporation licenses or other NRC licenses for which CBS Corporation is providing the financial assurance covered by this certification)
Issued to: US Nuclear Regulatory Commission Washington DC 20555 This is to certify that: (1) CBS Corporation is licensed to possess the NRC Production and Utilization Facility, and Combined Materials and Source Materials licenses identified on p. 2 of this Attachment 1; and (2) CBS Corporation is providing decommissioning financial assurance under NRC Combined Materials licenses of another N'RC licensee also identified on p. 2 of this Attachment 1; and (3) that financial assurance in the amounts prescribed by 10 CFR Parts 30, 40, 50, 51, 70 and 72 has been obtained for the purpose of decommissioning the NRC licenses l l identified on p.2 of this Attachment 1, p. 2. The list oflicenses identi6ed on Attachment 1, page l 2, identifies the specific licenses covered, the name of the licensee and the amounts of financial
- assurance provided for each. The total financial assurance amounts to $~9,954,000, a decrease of l $71,473,000 over previous financial assurance amounts.
l Sincerely, CBS CO ON l By:
. [
l name:
l title:
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PAGE 2 TO ATTACHM LISTING OF NRC LICENSES FOR CBS CORPORATION CONTINUING CERTIFICATION OF FINANCIAL ASSURANCE FINANCIAL NRC ASSURANCE LICENSE FACILITY TYPE OF VALUE' NUMBER LOCATION AND ADDRESS LICENSE / LICENSEE IN $000 1 SNM-770 Waltz Mill Site Combined 10,401 P.O. Box 158 Materials /
Madison, PA 15663-0158 Westinghouse Electric Company, LLC 24 5 )
(WELCO) 2 SNM 1460 Science and Technology Center Combined Materials / 4,705 2 (Hot Cells), Beulah Road Westinghouse Electric Pittsburgh,PA 15235 Company, LLC (WELCO) 3 TR-2 Westinghouse Test Reactor' Part 50/ 13,9482 Waltz Mill Site CBS Corporation P.O. Box 158 Madison, PA 15663-0158 d
4 37-00497-15 Forest Hills Site Combined Matenals/ 750 P.O. Box 855 .
Pittsburgh, PA 15230-0855 CBS Corporation d
5 SMB-1527 Bloomfield, New Jersey Source Material / 150 P. O. Box 127 CBS Corporation 1 Westinghouse Plaza Bloomfield,NJ 07003 Totals 29,954 5 1 Financial assurance values referenced in (10CFR 30.35,40.36,50.75 and 70.25).
2 D--i==ioning cost is based on an engineering study 3 This is possession only type license.
4 Under adave decomminaioning 5 Note total may change based on requirements at the actual time of submittal 4
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EXillBIT C - 2 Amendment to Standby Trust Agreement (Note 3 Originals Enclosed for NRC Signature and Return of Two Originals) l l
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AMENDMENT NO. 4 TO STANDBY TRUST AGREEMENT This Amendment No. 4 to Standby Trust Agreement (" Amendment No. 4")is entered into as ofDecember M .1998 by and between CBS Corporation, a Pennsylvania corporation
(" Grantor") and Dai-Ichi Kangyo Tmst Company of New York, incorporated in the State of New York (" Trustee").
RECITALS WHEREAS, the original Standby Trust Agreement was entered into as of April 7,1996 by and between Westinghouse Electric Corporation, a Pennsylvania corporation and Dai-Ichi Kangyo Tmst Company cf New York, incorporated in the State of New York (the " Standby Tmst Agreement"); and such Standby Trust Agreement was subsequently amended by the parties thereto by Amendment No. I dated January 1997, by Amendment No. 2 dated September 1997 and by Amendment No. 3 dated February 6,1998; and WHEREAS, the Grantor, Westinghouse Electric Corporation, changed its corporate name to CBS Corporation effective as of December 1,1997, with such name change reflected by the Grantor in Amendment No. 3 to the Standby Tmst Agreement; and WHEREAS, the Grantor desires to further amend the Standby Trust Agreement as previously amended by this Amendment No. 4.
.NOW THEREFORE, for good and valuable consideration and intending to be legally bound, the parties further amend the Standby Trust Agreement as follows:
- 1) . Section 1. Definitions is hereby amended by revising the definition of Grantor in its entirety as follows:
"(a) The term " Grantor" means the grantor, as or on behalf of the licensee under the NRC licenses to which this Agreement relates, who enters into this Agreement for the benefit of the NRC and any successors or assigns of the Grantor."
- 2) Section 5. Payment for Required Activities Soecified in the Plan. The first sentence of the last paragraph of this Section is revised in its entirety as follows:
"In the event of the Grantor's or the NRC licensee's default or inability to direct decommissioning activities, the Tmstee shall make payments from the Fund as the NRC shall direct in writing, to provide for the payment of the costs of required activities j covered by this Agreement."
- 3) The Schedule A submitted with the Standby Trust Agreement and as last amended by Amandmaat No. 3 is replaced with the Schedule A attached to this Amendment No. 4.
I
- 4) The Schedules B submitted with the Standby Tmst Agreement and as last amended by Amendment No. 3 is replaced with the Schedule A attached to this Amendment No. 4.
- 5) The Schedule C submitted with the Standby Trust Agreement as last amended by Amendment No. 3 is replaced with the Schedule C attached to this Amendment No. 4.
This Amendment No. 4 is effective as of the " Closing Date" as defined in that certain 6)
Asset Purchase Agreement made as ofJune 25,1998 between CBS Corporation and WGNH Acquisition, LLC. CBS Corporation will notify the Trustee in writing of the actual day on which the Closing Date and the effective date of this Amendment No. 4 I
occurs.
I 7) Except as set fonh herein, the Standby Trust Agreement as amended shall remain unchanged and in full force and effect.
l l IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 to the Standby ,
l Trust Agreement as amended to be executed by their respective duly authorized officers as
! of the date first noted above.
ATTEST: CBS C P TION i b h- h% k By:
my .-
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i ATTEST DAI-ICHI KANGYO ST COMPANY OF NEW YORK B l
- v ATTEST U.S. NUCLI%il REGULATORY COMMISSION By:
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, i SCHEDULE A TO STANDBY TRUST AGREEMENT LISIING OF NRC LICENSES FOR CBS CORPORATION TRUST AGREEMENT SCHEDULE FINANCIAL NRC ASSURANCE LICENSE FACILITY TYPE OF VALUE' NUMBER LOCATION AND ADDRESS LICENSE / LICENSEE IN $000 1 $NM-770 Waltz Mill Site Combined 10,401 P.O. Box 158 Materials /
f, 7 Madison, PA 15663-0158 Westinghouse Electric 24,051)2 Company, LLC (WELCO) 2 SNM 1460 Science and Technology Center Combined Materials / 4,705 2 (Hot Cells), Beulah Road Westinghouse Electric Pittsburgh,PA 15235 Company, LLC (WELCO) 3 TR-2 Westinghouse Test Reactor' Part 50/ 13,948 2 Waltz Mill Site gg gg, P.O. Box 158 Madison, PA 15663-0158 d
4 37-00497-15 Forest Hills Site Combined Materials / 750 P.O. Box 855 CBS Corporation Pittsburgh, PA 15230-0855 4
5 SMB-1527 Bloomfield, New Jersey Source Material / 150 P. O. Box 127 .
CBS Corporation 1 Westinghouse Plaza Bloomfield,NJ 07003 3
1 Financial assurance values referenced in (10CFR 30.35,40.36, 50.75 and 70.25).
2 Decommissioning cost is based on an engmeenng study 3 This is possession only type limnse.
4 Underactivedecomminnioning I 5 Note total may change based on reqmrements at the actual time of submittal i
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I SCHEDill.E B TO STANDBY TRilST AGREEMENT l
LISTING OF LETTERS OF CREDIT l
Date Entered (1) Issuing Institution of License No.
Irrevocable Letter of Credit
- and Amount l
September 15,1997 Dai-Ichi Kangyo Bank $10,401,000.00 One World Trade Center No.SNM-770 Suite 4911 New York, NY 10048 l April 8,1993 Chase, Delaware $ 4,705,000.00 1201 Market Street No.SNM-1460 Wilmington, DE 19801 April 9,1993 ABN AMRO Bank N.V. $14,848,000.00 335 Madison Avenue TR-2 Waltz Mill New York, NY 10017 Test Reactor; ;
37-00497-15 Forest Hills Site; SMB-1527 Bloomfield Site TOTAL $29,954,000.00
- Beneficiary of Letter of Credit is NRC (1) Automatically retxw after 12 months unless prior notice is given.
4
r , n SCIIEDULE C TO STANDBY TRUST AGREEMENT SPECIMEN CERTIFICATE OF EVENTS Dai-Ichi Kangyo Trust Company of New York One World Trade Center, Suite 5031 New York, New York 10048 Attention: Corporate Trust Department Gentlemen: ,
In accordance with the terms of the Agreement with you dated April 7,1996, as amended, I,
[ insert title] of CBS Corporation, hereby certify that the following events have occurred:
- 1. CBS Corporation or the licensee under NRC License No. is required to commence the decommissioning of the facility located at [ insert location of facility] (heremafter called the decommissioning).
- 2. The plans and procedures for the commencement and conduct of the decomnussioning have been approved by the United States Nuclear Regulatory Comnussion, or its successor, on (copy of approval attached).
- 3. The Board of Directors of CBS Corporation has adopted the attached resolution authorizmg the commencement of the decommissioning or the decomnussioning fundmg on behalf of the licensee under NRC License No. .
By:
, CBS CORPORATION Name:
Title:
Date Secreta:y CBS CORPORATION
[ SEAL]
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SCHFnULE C (CONT.) TO STANDBY TRUST AGRFFMENT CERTIFICATE OF RESOLUTION i
i I, , do hereby certify that I am Secretary of CBS CorporMon, e Pennsylvania Corporation, and that the resolution listed below was duly adopted at a mee.hig of this Corporation's Board of Directors on . 19_.
In WITNESS WHEREOF, I have hereunto signed by name and effixed the seal of this Corporation l this day of . 19_.
Secretary CBS CORPORATION RESOLVED, that this Board of Directors hereby authorizes the Chainnan, or such other employee l of the Company as he may designate, or such other employee of the Company as he may decien=ta, to l commence decommissioning activities or deevmmissiomng fundmg activities at [ insert name of facility) in
- accordance with the terms and conditions described to this Board of Directors at this meetmg and with such odier terms and comhtions as the Chauman shall approve with and upon the advice of Counsel.
)
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Exhibit C - 3 Amendments to Existing Standby Letters of Credit (Note NRC Signature Required on Acknowledgment Copy of Amendment to Dai-Ichi Kangyo Bank Ltd. Letter of Credit to be Returned) 1 l
J THE DAl-ICMi KANGYO BANK, LTD.
March 5, 1999 M Beneficiary: U.S. Nuclear Regulatory Comnission, ("NRC")
Decomnissioning and Regulatory Branch Washington, DC 20555 Attn.: Group Chief Applicant: Westinghouse Electric Corporation Amount: US$7,961,000.00 (Seven Million, Nine Hundred Sixty One Thousand and 00/100 U.S. Dollars)
AMENDMENT TO IRREVOCABLE STANDBY LETTER OF CREDIT NO.
6 DATED SEPTEMBER 15, 1997 Gentlemen:
We hereby amend the above mentioned Letter of Credit as follows:
- 1. The applicant's name is changed to read:
CBS Corporation All references in the Letter of Credit to " Westinghouse Electric Corporation" is deleted and replaced by: "CBS Corporation .
- 2. Effective'as of March 12, 1999,
- 1) The amount of the Letter of Credit is increased by US$2,440,000.00 to a new total amount of US$10,401,000.00.
Initial required 1
A
. FORM N4.
i
' ~
',. THE DAl-ICHI KANGYO BANK, LTD.
f NEW YORK CRANCH ONE WORLD TRADE CENTER, SUITE 4311, NEW YORK, NEW YORK 10048, U.S.A. j March 5, 1999 6
- 2) On 2nd page, af ter the end of 2nd paragraph from the last, the following paragraph is added.:
"This Irrevocable Standby Letter of Credit is issued at the request and for the account of CBS Corporation, for and with respect to, in whole or in part , the decomnissioning financial assurance funding requi;;.ements under U.S. NRC License No. l SNM-770, Walt: Mill Service Center, Madision, PA." l All other terms and conditions remain unchanged.
This amendment is an intogral part of the Letter of Credit.
Kindly indicate your agreement / disagreement to the above, by signing and returning a copy of this amendment to us.
The Dai-Ichi Kangyo Bank, Ltd.
New York Branch bm Irene Lee Senior Operations Officer Loan Operations Department 1
-We hereby agree / disagree with the above mentioned l instructions.
U.S. Nuclear Regulatory Comtnission, ("NRC")
Decom.nissioning and Regulatory Branch Authorized Signature
Title:
Date:
1 2
FORM 214
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,... THE DAl-ICHI KANGYO BANK, LTD. 1 NEW YORK CRANCH i ONE WORLD TRADE CENTER, SulTE 4911, NEW YORK, NEW YORK 10048. U.S.A.
March 5, 1999 M Beneficiary: U.S. Nuclear Regulatory Commission, ("NRC")
Decommissioning and Regulatory Branch Washington, DC 20555 Attn.: Group Chief Applicant: Westinghouse Electric Corporation .
I Amount: US$7,961,000.00 (Seven Million, Nine Hundred Sixty One Thousand and 00/100 U.S. Dollars) !
AMENDMENT TO IRREVOCABLE STANDBY LETTER OF CREDIT NO.
6 DATED SEPTEMBER 15, 1997 Gentlemen:
We hereby amend tne above mentioned Letter of Credit as follows:
- 1. The applicant's name is changed to read:
CBS Corporation
~All. references in the Letter of Credit to " Westinghouse !
Electric Corporation" is deleted and replaced by: "CBS Corporation".
- 2. Effective as of March 12, 1999,
- 1) The amount of the Letter of Credit is increased by US$2,440,000.00 to a new total amount of US$10,401,000.00. ]
Initial required l
1 FORM 214 -
l
THE DAI-ICHI KANGYO BANK, LTD.
', , NEW YORK CRANCH ONE WORLD TRADE CENTER. SUITE 4911. NEW YORK, NEW YORK 10048, U.S.A.
March 5, 1999 6
- 2) On 2nd page, after the end of 2nd paragraph from the last, the following paragraph is added.:
"This Irrevocable Standby Letter of Credit is issued at the request and for the account of CBS Corporation, for and with respect to, in whole or in part, the decomnissioning financial assurance funding requirements under U.S. NRC License No.
SNM-770, Walt: Mill Service Center, Madision, PA."
All other terms and conditions remain unchanged.
This amendment is an integral part of the Lettar of Credit.
Kindly indicate your agreement / disagreement to the above, by signing and returning a copy of this amendment to us.
I l
The Dai-Ichi Kangyo Bank, Ltd.
New York Branch bm '
Irene Lee Senior Operations Officer l Loan Operations Department ;
We hereby agree / disagree with the above mentioned instructions.
[
l U.S. Nuclear Regulatory Comnission, ("NRC")
Deconnissioning and Regulatory Branch l Authorized Signature I
Title:
-Date:
FORM 214
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CHASE MANHATTAN BANK DELAWARE LETTER OF CREDIT DEPARTMENT
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' 1201 MARKET STREET / P.O. BOX 8840, RODNEY SQUARE, WILMINGTON E ELAWARE 19801 -
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CBS CORPORATION ("CBS") l GATEWAY CENTRE l
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GENTLEMEN: WE HEREBY AMEND OUR CREDIT AS FOLLOWS; (AMENDMENT NO. 2), o s, s
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lt ~a. THE AMOUNT .l. OF THE LETTER OF CREDIT IS INCREAS.ED BY US $325,000.00, THE TOTAL AMOUNT.0F w.m. 9 i~' g (%p y ,v, THIS y LETTER x OF CREDIT IS NOT TO EXCEED
<, , , e US $4,705,000.00, e q EFFECTIVE, y AS OF MARCH 12,1999. 7
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. - 7 DELETE ALL REFEIGNCES TO WESTTNGHOUSE ELECTRIC CORPORATION ("WEC") s M
((' 7.%)
- IN. g SE.RT: yCBS CORPORhTION c < ("CBS") ,
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' k l : .. INSERTTHE FOLLOWING PARAGRAPH: . q l [ /*"i,"THIS1RREVOCABLE STANDBY LETTER OF CREDIT IS ISSUED AT THE REQUEST AND FOR THE ' ~
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!( N.3 ACCOUNT OF CBS CORPORATION, FOR AND WITH RESPECT TO, IN WHOLE OR IN PART, THE
- DECOMMISSIONING FINANCIAL-' ASSURANCE FUNDING. REQUIREMENTS UNDER U.S. NRC LICENSE NOQ ',
- / % SNM-1460, SCIENCE AND TECHNOLOGY CENTER, PITTSBURGH, PA." < 1 7
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j % .. ANY REFERENCE TO CHEMICAL BANK DELAWARE CONTAINED IS THIS LETTER OF CREDIT IS DEEMED 3r j a -
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BE REFERENCE TO CHASE MANHATTAN BANK DELAWARE;#
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i ABN AMRO
- Bank e.
335 Madison Avenue 7 N1w York, N:w York 10017 (212) 503-2400
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DATE: FEBRUARY 25, 1999 I
AMENDMENT TO STANDBY LETTER OF CREDIT NO. 6 "
(FORMERLY STANDBY LETTER OF CREDIT NO. M BENEFICIARY:
U.S. NUCLEAR REGULATORY COMMISSION
("NRC")
WASHINGTON, DC 20555 APPLICANT: '
CBS CORPORATION AMENDMENT SEQUENCE NUMBER: 2 WE HEREBY AMEND THIS CREDIT AS FOLLOWS:
- 1) THE STANDBY LETTER OF CREDIT NUMBER SHOULD BE READ AS WEEEEEEh
- 2) L/C AMOUNT DECREASED BY: USD 3,997,000.00 L/C AMOUNT AFTER AMENDMENT: USD 14,848,000.00 THE DECREASE IN THE AMOUNT OF THIS STANDBY LETTER OF CREDIT WILL BE EFFECTIVE AS OF THE " CLOSING DATE" AS DEFINED IN THAT CERTAIN ASSET PURCHASE AGREEMENT MADE AS OF JUNE 25, 1998 BETWEEN CBS CORPORATION AND WGNH ACQUISITION, LLC. CBS CORPORATION WILL PROVIDE NOTICE TO ABN AMRO BANK N.V. AND THE NRC OF THE ACTUAL DAY ON WHICH THE CLOSING DATE AND THE EFFECTIVE DATE OF THIS AMENDMENT TO THE STANDBY LETTER OF CREDIT OCCURS.
AFTER THE CLOSING DATE, AN AMENDMENT WILL BE ISSUED TO THIS STANDBY LETTER OF CREDIT TO ACKNOWLEDGE THE ACTUAL CALENDAR DAY Oh WHICH THE CLOSING DATED AND EFFECTIVE DATE OF THIS AMENDMENT TO THE STANDBY LETTER OF CREDIT OCCURS.
- 3) APPLICANT'S NAME CHANGED TO READ AS ABOVE. PLEASE REPLACE ALL REFERENCES TO WESTINGHOUSE ELECTRIC CORPORATION IN THE LETTER OF CREDIT TO CBS CORPORATION.
4
- 4) PLEASE ADD THE FOLLOWING TO THE TEXT OF THE STANDBY LETTER OF CREDIT, ALSO EFFECTIVE AS OF THE CLOSING DATE DEFINED IN ITEM 2 ;
ABOVE: I "THIS IRREVOCABLE STANDBY LETTER OF CREDIT IS ISSUED AT THE REQUEST AND FOR THE ACCOUNT OF CBS CORPORATION, FOR AND WITH l RESPECT TO, IN WHOLE OR IN PART, NRC LICENSE NO. TR-2,
- SEE NEXT PAGE
- aan mir.u er
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ABN AMRO Bank a
335 Madison AvInue New York, Mnv York 10017 f (212) 503 2400 CONTINUATION OF L/C REFERENCE M WESTINGHOUSE TEST REACTOR, WALTZ MILL SITE, MADISON, PA; U.S. NRC LICENSE NO.37-00497-15, FOREST HILL SITE, PITTSBURGH, PA; AND U.S.
NRC LICENSE NO.SMn-1527, BLOOMFIELD SITE, BLOOMFIELD, NJ."
ALL OTHER CONDITIONS REMAIN UNCHANGED.
IF TH1_, AMENDMENT IS NOT ACCEPTABLE TO YOU, PLEASE NOTIFY US IMMEDIATELY.
THIS AMENDMENT IS INOPERATIVE AND WILL ONLY BECOME OPERATIVE UPON OUR RECEIPT OF YOUR WRITTEN AGREEMENT TO ITS TERMS. PLEASE SIGN THE ATTACHED COPY OF THIS AMENDMENT INDICATING YOUR AGREEMENT / DISAGREEMENT AND HAVE IT FAXED TO THE ATTENTION OF JOSEPH A. TODARO, SLC DEPARTMENT. SLC FACSIMILE NUMBER (212) 370-8519.
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APP D: U.S. NUCLEAR REGULA RY [OMMISSION ("NRC")
TRULY YOURS ABN AMRO BANK N.V.
<JTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE)
St\Tradesve\LCDept.\S334032Amdn\$m ABN 0017 JUL 97
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- Certification of Authorized Signatories I
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EXTRACT FROM MINUTES OF MEETING OF THE i
BOARD OF DIRECTORS OF CBS CORPORATION HELD ON MAY 6,1998 RESOLVED, that, effective May 6,1998, the Chairman, the Chief Executive Officer, the President, each Vice President, the Treasurer, the Controller, and the Secretary of the Company are, and each of them individually is, hereby authorized, in the name and on behalf of the Company, in the ordinary conduct of the Company's business, (A) to sign, execute, deliver and bind the Company with respect to: (i) all contracts, agreements, instruments, deeds, leases, conveyances, transfers of real or personal property, grants of public utility easements, powers of attorney (with full and general or limited authority and with or without power of substitution), releases, waivers, assignments, claims documents and other documents of a contractual nature, (ii) all bonds, obligations, and letter of credit applications or reimbursement agreements, (iii) all applications for regulatory permits and licenses and other governmental forms, including but not limited to tax retums, tax elections, and any documents required in connection with patent, trademark and copyright matters, (iv) any other instrument similar to the preceding, and (v) with respect to the ordinary course of business of majority-owned or wholly-owned subsidiaries of the Company, guaranty or similar arrangements or letter of credit applications or reimbursement agreements, and (B) to vote, in person or by proxy, any interest that the Company may have in any corporation, partnership, joint venture or other entity or association; RESOLVED, that with respect to any exercise by a specified officer or officers of the Company of the signature and/or voting authority granted in the preceding resolution, the Secretary (if he or she does not sign the document) or any Assistant Secretary, and each of them, is hereby authorized to attest to any such signature and/or to affix the corporate seal to any such document or instrument; RESOLVED, that each of the officers specified in the first of the preceding two resolutions is also authorized to delegate his or her respective signature or voting authority granted in said resolutions by a writing (x) specifying the scope of the authority being delegated by the writing, (y) identifying the delegate either by name or as the incumbent of a position, and (z) advising the delegate that he or she will have no authority to redelegate the signature authority being delegated (provided that none of the above-specified officers will have any authority to bind the Company during such period that his or her then current assignment may require his or her residence in any country other than the United States of America, its territories and possessions), and that a copy of every delegation or change in a previous delegation made pursuant to this resolution will be submitted to the General Counsel of the Company promptly after the delegation or change has occurred; RESOLVED, that, in addition to the authorization set forth in A(iii) of the first of the preceding three resolutions, any assistant secretary or assistant treasurer, and each of them individually, is hereby aut1orized, in the name and on behalf of the Company, to sign, exacute, deliver and bind the Company with respe'.,t to any tax retum or tax election; Ficia\ signatory authority resolutions t
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1 RESOLVED, that none of the authority granted in the above resolutions will l constitute a delegation of, or change in, the limits of authority otherwise imposed on the i specified officers or their delegates or on the specified assistant officers or in any ;
manner be permitted to operate in derogation of such limits of authority; and !
RESOLVED, that the signature, voting and other authority granted by the above ;
resolutions will be in addition to, and not by way of substitution or replacement for or !
revocation of, any prior grant or grants of signature, voting or other authority by the Board of Directors.
l I, DIANE M. BACHY, Assistant Secretary of CBS Corporation, DO HEREBY CERTIFY that the foregoing is a true and correct copy of resolutions adopted at a meeting of the Board of Directors of said Company held on May 6,1998, at which meeting a quorum was present and which resolutions are still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Company.
Dated: January 22,1999 1
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