ML20214T007

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Forwards Util 870528 Application,Per Author 870529 Motion. Filing Seeks to Add Edison wholly-owned Subsidiary as co-licensee
ML20214T007
Person / Time
Site: Braidwood  Constellation icon.png
Issue date: 06/03/1987
From: Gallo J
COMMONWEALTH EDISON CO., ISHAM, LINCOLN & BEALE
To: Callihan A, Cole R, Grossman H
Atomic Safety and Licensing Board Panel
References
CON-#287-3671 OL, NUDOCS 8706100085
Download: ML20214T007 (105)


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367/ ISHAM, LINCOLN & BEALE nc cOUNSELOAS AT LAW pip

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  • a 3;2ssa m 00CKETiha 4 -.oV!CI inCouoino acuses a emcroa av utaGra June 3, 1987 r3R t. NC " is a tasatte sincer CHICA , ILL I 60603 Mr. Herbert Grossman, Esq. Dr. Richard F. Cole Chairman Administrative Law Judge Administrative Law Judge Atomic Safety and Licensing Atomic Safety and Licensing Board Board United States Nuclear United States Nuclear Regulatory Commission Regulatory Commission Washington, D.C. 20555 Washington, D.C. 20555 Dr . A ., Dixon Callihan Administrative Law Judge 102 Oak Lane Oak Ridge, TN 37830 Re: Braidwood Station Units 1 and 2 Docket Nos. 50-456 and 50-457 4b Gentlemen:

My-letter of May 29, 1987 modified the Response, which was submitted on behalf of Commonwealth Ediscn Company, to Intervenors'

" financial qualifications" motion and advised the Board of a recent Edison filing relevant to the motion. I also stated that disclosure of the document would be made to the Board and parties as soon as copies were in hand. The document is enclosed, y_iz., an application, dated May 28, 1987, sent to NRC's Mr. Murley from Edison's Mr. Hunsader. The filing seeks to add an Edison wholly-owned subsidiary as a co-licensee.

Sincerely, oseph Gallo JG/ kit cc: Service List 8706100085 DR 870603 ADOCK 05000456 PDR

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Address Reply to: Post Offce Box 767 Chcago, lilinois 60690 0767 l

Jtjygl;;gy May 28, 1987 Mr. Thomas E. Murley, Director Office of Nuclear Reactor Regulation U.S. Nuclear Regulatory Commission Washington, DC 20555

Subject:

Braidwood Station Units 1 and 2 Application for Amendment to Facility Operating License NpF-70 and Appendix A, Technical Specifications NRC Docket No. 50-456 and 50-457

Dear Mr. Murley:

Commonwealth Edison Company will establish a wholly-owned subsidiary corporation, the Central Illinois Electric Generating Company (" Subsidiary"),

to facilitate an agreement, dated February 3, 1987, among Commonwealth Edison Company, the Governor, the Attorney General of the State of Illinois, the States Attorney of Cook County, Illinois, several other representatives of

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state agencies and certain industrial customers of Commonwealth Edison Company l (the " Agreement"). The Agreement is attached as Exhibit A. The Agreement, which is pending before the Illinois Commerce commission for approval, f concerns a number of contested proceedings before the Illinois cc aerce I

Commission and the courts involving the continued construction of Braidwood l

Station Units 1 and 2, as well as establishing the rates which Commonwealth l Edison Company will be allowed to charge in recognition of the operation of i Byron Station Unit 2 and Braidwood Station Units 1 and 2.

Specifically, the Agreement contemplates the conveyance of title to Byron Station Unit 2 and Braidwood Station Units 1 and 2 from Commonwealth Edison Company to the Subsidiary in accordance with the Facilities Transfer Agreement which is attached as Exhibit B. Commonwealth Edison Company will have the right to purchase all electricity produced by the units for at least a 5-year period under a power Supply Agreement which is attached as Exhibit C. The Subsidiary's rates will be regulated by the Federal Energy Regulatory Commission. The Agreement also provides for a rate increase of approximately 9.61b (net of fuel savings) to Commonwealth Edison Company's retail customers with a five year moratorium on rate increases thereafter. The retail customer rates would continue to be regulated by the Illinois Commerce Commission thereafter. Finally, the Agreement provides several options that are available to address the rate treatment of the units owned by the Subsidiary after the fifth year. Those options are to be exercised at the direction of the Illinois commerce Commission.

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Mr. T.E. Murley May 28, 1987 Although the Subsidiary will become the titleholder of Braidwood Station Units 1 and 2 ("the' Facility") under the Agreement, it is n,c contemplated that the Subsidiary would itself operate the Facility.

Commonwealth Edison company, under an agreement with the Subsidiary, would continue to operate the Facility and be financially responsible for the operations of the Facility as that term is used in the regulations of the Nuclear Regulatory Commission (the "NRC"). The Construction and Operating Agreement and the Financing Agreement between Edison and the subsidiary are attached as Exhibits D and E respectively.

Based on the foregoing, we believe.the operating license, including the technical specifications, should be amended to recognize the Subsidiary's status as titleholder of the Facility. Accordingly, pursuant to 10 CPR .

Sections 50.59 and 50.90, Commonwealth Edison Company requests that NRC amend the operating license to add the Subsidiary as a co-licensee with Commonwealth Edison Company as shown on the marked-up operating license and technical specifications in Exhibit F.

Attachment 1 of this letter contains additional general information in support of the application for license amendment. Included is a description of the organization and management of the Subsidiary, the Facility being conveyed to the Subsidiary, and information concerning technical and financial qualifications.

Attachment 2 addresses antitrust review. The information presented in this attachment demonstrates that neither the Agreement which occasions this amendment application nor its implementation constitute changed

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circumstances which raise any significant issues under the antitrust laws or which require'a further antitrust review.

This proposed amendment has been reviewed and approved by both on-site and off-Site review in accordance with Commonwealth Edison Company procedures. We have reviewed this proposed amendment in accordance with 10 CPR 50.92(c) and determined that no significant hazards consideration exists.

Our analysis is documented in Attachment 3.

The conveyance of the Facility to the Subsidiary requires the approvals of regulatory authorities in addition to the NRC, including the Illinois Commerce Commission and the Federal Energy Regulatory Commission.

Until all necessary approvals have been obtained, the Agreement described above cannot be implemented. It is intended that such approvals will be sought and obtained by July 1, 1987. Therefore, it is requested that the NRC approve the proposed operating license amendment but delay its effectiveness until 12:01 a.m., July 1, 1987. Should it subsequently appear that other regulatory approval cannot be obtained prior to that time, Commonwealth Edison company will promptly notify the NRC.

Commonwealth Edison Company is notifying the State of Illinois of this application for amendment by transmitting a copy of this letter and its attachments to the designated State Official.

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Mr. T.E. Murley May 28, 1987 In accordance with 10 CPR 170, a fee remittance in the amount of

$150.00 is enclosed.

Please direct any questions regarding this matter to this office.

Very truly yours,

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S. C. Hunsader Nuclear Licensing Administrator Cs Exhibits: A through G Attachments (1): General Background Information (2): Antitrust Review (3): Analysis of No Significant Hazards Consideration

Enclosure:

Fee Remittance cc: Byron Resident Inspector NRC Region III Office J. A. Stevens - NRR M. C. Parker - IDNS l

SUBSCRIBED AND SWO to beforg'he this M day of ~11l/l>A . ~ , 1987

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MEM0RANDUM .

OF UN'DERSTANDING

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February 3, 1987 MEMORANDUM OF UNDERSTANDING WHERIAS: The completion of the nuclear power plants now under construction in Northern Illinois and the potential impact which either completion or cancellation of these plants could have, on electric rates, electric service and the economy of the State

, are matters of great concern to the people of this State; and WHERIAS: approximately 7.1 billion dollars will be invested in these power plants; and i

WHERIAS: ' protracted and costly litigation concerning the completion of these power plants is con ~tinuing and further costly 1,itigation concerning the level of electric rates will occur unless, resolved by agreement among responsible public officials, electricity consumers and commonwealth Edison Company

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WHERIAS: the signatories to this Memorandum all agree that it is in their mutual interest to resolve the continued uncertainty with respect to completion of these power plants, the

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i NOW THERITORE, in cons ideration of the pro =ises and covenants set forth in this Memorandum, the parties agree to a settlement upon the principles and understandings set forth be-low:

RESTRUCTURING THE OWNERSHIP ~

OF THREE NUCLEAR GENERATING FACILITIES

1. Edison will transfer its nuclear generating facili-ties known as Byron Unit II and Braidwood Units I and II (the

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" Units") to a wholly-owned subsidiary (the " Subsidiary") . Neither i

Edison nor the Subsidiary will take any action with respect to ownership (legal or equitable) of the. Units that would prevent the subsidiary from performing its obligations under the Power Supply Agreement provided for herein. Edison will complete and operate the Units trtnsferred to the Subsidiary. For operating purposes, Edison will treat the Units on the same basis as its own units and will be responsible for insuring that they are operated and main-tained safely and in ac'cordance with all requirements of the Nuclear Regulatory Commission ("NRC"). In all aspects of operat-

,ing the Units Edison will allocate costs and resources on a basis consistent with its general utility operations so as to insure that no subs'idy flows from or to the Subsidiary. . For purposes of treating deferred taxes related to the Units, Edison agrees that during the Initial Rate Period (as defined in Paragraph 3 herein) the Units shall be treated in the same manner as the nuclear units owned by Edison; and that deferred taxes shall not be flowed back to income disproportionately during the Initial Rate Period. For 4

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ratemaking purposes, book depreciation during the Initial Rate Period shall be accrued on a straight-line basis. Such deprecia-tion shall commence (and capitalization of carrying charges shall cease) for Byron II and Braidwood I no later than July 1, 1987, and for Braidwood II no later than October 1, 1988. Edison fur-ther agrees that it will not cause the subsidiary to replace Edison as the primary obligor of any outstanding security of Edison existing at the time this Memorandum is executed. The Subsidiary will not be subject to regulation by the Illinois

commerce Co= mission ("ICC" or "co==ission") , except as provided in the affiliated interest provisions of the Illinois Public Utili-ties Act, and will not be subject to the audit provisions of the Illinois Public Utilities Act. The Subsidiary's rates will be subject to regulation by the Federal Energy Regulatory Commission

("FERC"),,,and, subject to the parties' commitments in Paragraph 7 l hereof, Edison will not oppose the participation by any party to this Memorandum'in'any proceeding before the FERC, including a proceeding to approve the rates to be charged by the Subsidiary.

In connection with the transfer to the Subsidiary, Edison will Write off not less than $550 million of its investment in the Units. Edison will file appropriate pleadings with the ICC to implement the provisions of this Memorandum. Parties t tais Memorandum shall have the right to participate in any hearing called by the ICC relative to said petition.

Edison represents that it does not plan to retire any of l its generating units in any different sequence or sooner than that on file with the ICC in Docket No. 86-0249 and Edison acknowledges

that retirement of its generating units requires the approval of the Icc under the Public Utilities Act. Furthermore, Edison represents that it intends to operate its generating units in accordance with the principles of economic dispatch (subject to changes imposed by govern = ental authority) and that its Illinois coal-burning units are, and Edison believes that at least for the duration of the Initial Rate Period, are expected to be, its lowest cost coal-burning units. _

Edison agrees that it will not defer its operating and maintenance ekpenses and capital additions costs during the F. ate Moratorium Period for the purpose of increasing its costs for test year purposes in any rate proceeding after the Rate Moratorium Period. To enable any party to verify that Edison has conducted its operating and maintenance and capital additions programs in accordanca with this commitment, Edison shall file annually during the Initial Rate Period a report with the Commission describing its budgeted and actual activities related to operating and main-tenance expenses and capital additions costs for the previous year. The report shall include an explanation of any significant discrepancias between the budget and actual expenditures for that year.

RATE MORATORIUM

2. Edison will not seek a general rate increase for five years or for eight years if option (c) described in Para-graph 5 hereof is exercised (which 5-year or 8-year period shal' .

be the " Rate Moratorium Period"), except as specifically provided I '

in Paragraph 3 hereof (or, if option (c) of Paragraph 5 is exer-cised, the increase permitted therein), nor will Edison otherwise seek any other increase in its rates during this period, except as otherwise provided in Paragraph 3 hereof. This paragraph shall not preclude Edison from seeking an increase or decrease in or taking any oth're action before the ICC with respect to the follow-ing Rates and Riders, or from taking any other action with the consent of the party -affected by the change: Rates 1, 1E and IT (but only as these three rates relate to light bulb charges), and Riders 4 (but~enly with respect to avoided cost payments), 6, 7, 10, 21, 23 and 27. (In this Memorandum, " general rate increase" means any increase for which Edison would, absent a waiver by the commission, have to comply with ICC General order 210 now codified at 83 Ill. Admin. Code 285).

,3. Effective as of July 1,1987, Edison will increase its base retail rates by approximately $660 million, exclusive of revenue taxes. 'Ths general service rates will be determined by applying a uniform percentage increase to its base rates currently in effect. The uniform percentage increase that will be applied to the general service rates will be the percentage that, if applied to all of Edison's base rates, would result in a revenue increase of approximately $660 million. The parties agree that Edison's residential and general service rates will be as set forth in Attachments A, B and C. Attachment A reflects a reduc-tion in the summer-winter rate differential. Except as otherwise required by the terms of this Memorandum, during the Initial Rate Period fuel costs of the Units shall be included in Edison's

. a cocputations under its fuel adjustment clause in the same manner as though the Units were owned by Edison. During the Rate Morato-rium Period, Edison will not file with the ICC any other request for a general rate increase or for any other increase in rates (other than as may result from changes in the rates and Riders

, listed in paragraph 2 hereof) except:

a. Where conditions beyond Edi' son's control, such as, but not limited to, acts of God, major , economic disruptions, or changes in law, rules or regulations or interpretations thereof, create or result in a financial emergency for Edison which threatens Edi-

- son's ability to continue to maintain an adequate quality of service in its service area or otherwise carry out its responsibil-ities as a public utility; or

b. To recover costs or re' coup rev'nue e losses '.

imposed by decisions, or by changes in law, ordinances, rules or regulations or inter-pretations thereof promulgated or enacted by any Illinois court, the General Assembly or any other Illinois governmental or regulato-ry body or other authority after the date hereof involving regulatory or tax matters or franchise or similar payments to units of local government, all as applicable primari-ly to electric utilities, public utilities, Edison or regulated industries generally (as distinguished from being applicable to all businesses or taxpayers as a class).

c. To recover any federal acid-rain tax, sur-charge or fee.

The Commission shall make the determination of whether an appro-priate emergency exists to warrant the granting of a rate increase pursuant to the foregoing subparagraph a. Further, nothing in this Memorandum shall be construed as preventing any party from a) contesting an application by Edison to increase or restructure its rates or riders other than as provided in the first two sentences

of this Paragraph 3 (or in option (c) of Paragraph 5 of this Memorandum) or b) from seeking a rate reduction where a relaxation of governmental 1?l imposed costs, such as, for example, a material reduction in taxes, creates a significant windfall for Edison. A "significant windfall" exists only if in any year Edison's re-ported consolidated not income, before interest expense, produces a rate of return on Edison's total book assets (including those of the Subsidiary) which. is in excess of a rate of return which would be just and reasonable if applied to Edison's utility rate base pursuant to the Illinois Public Utilities Act.

On or about July 1, 1992, or, if option c in Paragraph S hereof is exercised then on or about July 1, 1995, Edison shall file with the ICC an application for a determination as to appro-priate rates following the Initial Rate Period. Such application may include a request for a general rate increase (including emergency relief) or decrease. The period,beginning with the effective date of the rate increase provided for in the first sentence of Paragraph'3 and ending with the effective date of the rates established by this procedure is defined as the " Initial Rate Period."

l 4. At no time will Edison seek to recover any revenue

~.. e.;r.tho_rtfall or inadequacy which it may believe exists in its rate levels .a effect during the Rate Moratorium Period. This provi-sion shall not prevent Edison from seeking a rate increase under the terms of the exceptions specif4ed in subparagraphs (a), (b) and (c) of Paragraph 3 or from seeking emergency rate relief immediately following the Rate Moratorium Period.

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.. 4 POWER SUPPLY AGREEMENT 5.

Edison will enter into a Power Supply Agreement with the subsidiary whereby Edison will have a right which shall take precedence over the right of other purchasers to purchase all of the output of the Units for five years. Edison will buy elec-tricity from the Subsidiary when doing so'is cheaper than produc-ing electricity from other units or buying it elsewhere.

In exchange for the right to buy electricity, Edison will pay a fixed monthly fee of $55 million to the subsidiary. During the five year period ending June 30, 1992, Edison will pay only the cost of fuel, plus amounts equal to the amounts of bonuses provided. ,for in the output Guarantee provision of this Paragraph 5, for the e'lec-tricity it buys from the subsidiary.

Outeut Guarantee .

If th's subsid'iary is unable to produce energy from the Units at the cumulative target levels set forth below, Edison guarantees, through the operation of the fuel adjustment clause (by making credits against costs reflected in that clause), to i

compensate ratepayers for the excess costs of replacement power over the fuel costs of the Units; provided, however, that Edison shall net be obligated to absorb more.than $660 million of re-placement power cost in respect of a shortfall in any of the years 1988 through 1991, or $330 million in respect of 1987 or 1992.

The amount of replacement power in respect of any year shall be deemed to be the shortfall in cumulative target level output as of

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the and of'such year less the amount, if any, of such shortfall at the and of the preceding year. In computing the shortfall in output under this paragraph, only one-half of any energy for which Edison has received a bonus of one-half of the savings pursuant to the immediately succeeding paragraph, shall be considered as energy output of the Units.

If in any year the subsidiary produces energy from the Units in excess of 114% of the annual target level set forth below for such year, Edison shall be entitled to a bonus based on the savings relat&d to all energy produced in excess of 110% of the target output. Such savings shall be the difference between replacement power costs and the fuel costs of the Units applicable to the energy representing output in excess of 110% of the target output. The bonus shall be equal to the full amount of such savings,to the extent those savings do not exceed the amount of credits previously paid pursuant to the preceding paragraph and half such savings'to the extent such savings do exceed such cred-its. In determining if a bonus is earned, all kWh output in any year up to 110% of target levels shall be considered normal out-

.put. Then any output achieved in that year after 110% of the l

l target output has been achieved shall be considered excess output

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  • eligible for the bonus.

Any credits, bonuses or adjustments to be made as a result of the Output Guarantee shall be accomplished through i

l operation of the fuel adjustment clause.

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TARGET LEVELS Annual cumulative 11AI Gicavattheurs Gioavattheurs July-Dec 1987 6,000 6,000 1988 11,000 17,000 1989 13,200 30,200 1990 16,100 46,300 1991- 18,000 64,300 Jan-June 1992 7,550 . 71,850 Commonwealth Edison will propose methods and procedures to estimate replacement costs for power, and submit such proposal to the parties to this Memorandum for comment. All parties agree to work together to develop a mutually agreeable approach. In the event that there are unresolved disputes, the parties agree to submit the matter to the ICC for hearing and resolution.

Cacacity Guarantee 4 The cumulative Target Level Gigawatthours as of July 1, t

1992, as set forth above in this Paragraph 5, assumes that Byron II and Braidwood'I each will produce 25,273 gigawatthours during the period and that Braidwood II will produce 21,304 pigawatthours during the period. If, as of July 1, 1992, either Byron II or Braidwood I has produced less than 20% of its share of the cumu: '. lie Target level Gigawatthours, and as of such date, that Unit has become inoperable and it reasonably appears that the l

Unit will not operate in the foreseeable future, Edison shall be obligated to provide additional credits against costs used in computing fuel adjustment charges under Edison's retail rates.

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Such credits will be determined in accordance with Attach =ent D.

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However, no such credits shall be made if the aggregate of the credits provided for under the output Guarantee is equal to the aggregate amount of fixed monthly fees paid by Edison pursuant to Paragraph 5.

Cetions After Five Years The Subsidiary shall agree to offer to Edison the fol-loving options, exercisable by Edison (after hearings and approval by the ICC) no later than July 1,1991, relating to Edison's right to purchase p'over from the Subsidiary following June 30, 1992:

a. Edison may purchase power from the subsidiary when and as available for a period of 20 years at prices subject to FIRC jurisdiction and have the " favored nations" rights set forth in Attachment I attached hereto. (Nothing contained herein shall be deemed to deprive the ICC

~ of any authority it may have to approve contracts for purchase of'

~ such power or to review the prudence of such purchases); or l .

b. Edison may contract to purchase not less than the entire amount of the output of Byron Unit II for the remainder of its useful life and e

such amount of power (in blocks of 100 megawatts) from Braidwood I as Edison shall designate at the time of exercise of this option, over the vamainder of that Unit's useful litc. such power shall be sold at rates determined using traditional not original cost rate base / rate of return regulation and accounting for fuel and all other costs of produc-tion, all as determined by the FERC from time to time. The Illinois retail share of the costs thereof shall be fully reflected in Edison's retail revenue requirement in any proceeding before the ICC to deter-mine Edison's retail rates. If

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9 Edison has elected to purchase any amounts of power from Braidwood I pursuant to this option (b), Edison may, effective on July 1, 1997 or, if option (c) has been exercised, on July 1, 2000, reduce the amounts of power (in blocks of 100 megawatts) from Braidwood I which it must purchase, by giving notice of such reduction 12 months prior to the effective date. (If Edison i exercises the option to purchase the entire output of Braidwood II and option (c has been exercised, Edison can)not reduce the amounts of power ^ purchased from Braidwood I on July 1, 2000.) The amount charged to Edison will be reduced to reflect

, this reduction, and the Illinois l retail share of these lower costs shall be reflected in Edison's retail revenue requirement in any proceeding before the ICC to deter-mine Edison's retail rates. ,

If Edison exercises this option (b) and has not reduced the amount of power it has elected to purchase from Braidwood Unit I, it shall have a further option, exercisable on .

December 1, 1998, to purchase not less tha,n the entire output of Braidwood II during the period January 1, 2000 through the remain .

- der of -its useful life. If Edison elects to purchase such' output, the rate Edison will pay therefor shall be the greater of (1) the market

' value of power as determined with reference to third party, arms length, long term firm power pur-chase contracts commencing approxi-mately Janurm/. 2000, or (2) prices determined u.ing traditional not original cost rate base / rate of l

return regulation and accounting for fuel and all other costs of produc-tion, all as determined by the FERC.

The Illinois retail share of the costs of any output so purchased i

shall be fully reflected in Edison's retail revenue requirement in any proceeding before the ICC to deter-mine Edison's retail rates.

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I For purposes of traditional not original cost rate base / rate of i

return regulation whenever provided for in this option b, rate base shall be calculated after deducting i

the applicable portion of the not less than $550 million write-off l specified in Paragraph 1; or l

c. Edison may defer the election of options (a) or (b) until July 1, 1994, in which case it shall be entitled to a one-time retail rate increase beginning on July 1, 1992.

The increase will be accomplished by applying a uniform percentage increase to base rates then in

- effect. The percentage increase will be the lesser of i) one-half of the cumulative increase in the Consumer Price Index for All Urban consumers, published monthly by the U.S. Department of Labor Bureau of statistics, for chicago, Illinois --

Northwestern Indiana, from April 1, 1987 to April 1, 1992, or 11) 7.5 percent.

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If Edison elects this option (c), -

the $55 million monthly fee payable to the Subsidiary pursuant to this Paragraph 5 shall be adjusted to reflect the full amount of the -

increase, and the Output and Capaci-ty Guarantee provisions of this Paragraph 5 shall not apply during the period of the extension. In the

,. event that this option (c) is exer-cised, then the deadline for exer-4

' cising options (a) or (b) shall be extended to and including July 1,

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Edison will select one of the above options as a;"ected by the Icc.

It is understood and agreed that the right to exer-cise options (a), (b) and (c) above, or any part of them, is to be Edison's under its agreement with the Subsidiary, but the determi-nation of whether or not such options should be exercised for the

benefit of Edison's ratepayers shall rest with the ICC and the ICC shall direct Edison with regard to said options. From time to time Edison will institute proceedings before the ICC to obtain its direction and authority to exercise (or not exercise) such options within the time frame permitted for the exercise of said options.

Nothing herein shall be construed as granting the ICC authority to direct Edison with respect to the amount of power it.

is to purchase under. option (a) .

If the FERC declines to make the determinations required under option -(a), if any, and option (b), then the ICC will be requested to make such determinations.

If the Commission fails to direct Edison as to which

, option it is to elect on or before July 1, 1991 (or if option (c) is elected by July 1, 1991, and the Commission subsequently fails to further direct Idison with regard to the election of options

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(a) or (b) on or before July 1, 1994) and Edison has filed with 1.

the ICC a request'for direction no later than 12 months prior to the date in question: -

(1) Edison shall be deemed to have elected to contract to purchase the entire output of Byron II for the remainder of its useful life and 50% of the entire output of Braidwood I for the remainder of its useful life, all effective as of the termi-nation of the Rate Moratorium Period; (ii) Edison shall have no further options under this Memorr.ndum; and (iii) The rates for power contracted for pursuant to subparagraph (i) above shall be determined as provided above with respect to output of Byron II and Braidwood I contracted for under option (b).

REGUIATORY AND JUDICIAL ACTIONS

6. Edison's obligations under this Memorandum are dependent upon the regulatory and judicial actions referred to below:

A.

Illinois May before commerce Commission Action to be taken 1, 1987.

(i) Authorization of creation of the Subsidiary and transfer of the Units and permits and licenses related thereto to the subsidiary.

(ii) Approval of agreements between Edison and the Subsidiary under which Edison will complete construction of the Units and operate the Units and purchase power from the subsidiary.

(iii) Authorization for Edison to invest l

in the Subsidiary, from time to time, as required to assure proper maintenance and operation of the Units.

,, (iv) Release of Edison from any obliga-tion it has to complete the Units pursuant to prior orders of the commission.

'(v7 Authorization for Edison to guaran-tea the Subsidiary's obligations and liabilit-ies with respect to safe operation of the Units.

(vi) Approval of rates reflecting the

' rate increase provided for in the first four sentences of Paragraph 3 hereof, including any necessary valver of General Order 210.

(vii) Approval of a suitable modificatis.1 in Rider 19 to limit its availability in the case of changes in ownership of existing facilities.

(viii) A statement of intention not to oppose any reasonable proposal by Edison during the Initial Rate Period to refinance securities or otherwise to revisa its capital '

structure so as to enhance the position of its stockholders within the framework of the revenues allowed Edison during the Initial

a Rate Period under this Memorandum, it being understood that any such action is not binding on a determination of revenue requirements in any subsequent rate proceeding.

(ix) A statement of intention to refrain from reducing Edison's rates or revenues during the Initial Rate Period, unless re-quested to do so by Edison.

(x) Satisfactory resolution of the fol-lowing Commission matters so that Edison may charge the rates provided for in this Memoran- '

dum and consummate the transactionp described herein and.is not required to make any refunds in respect of past charges:

(a) Braidwood construction case (b) staff investigation into Edi-son's future rates (c) staff investigation into effect of the 1986 tax reform act as to Edison (d) pending Rate 1 restructuring

. (e) notice of inquiry into excess capacity (it being understood that it shall be a satisfactory

. , resolution for this purpose if the commission's determination.

has no application to Edison for the term of the Initial Rate Period or as its capacity may be deemed to be affected by purchases pursuant to option b

, of Paragraph 5. However, nothing herein shall preclude an excess capacity inquiry or adjustment at such time as Edison has acquired (through construction, joint .ownerr. hip or purchase) capacity in addi-tion to existing capacity and capacity acquired through the exercise of option (b) of Paragraph 5.)

(f) pending fuel reconciliation proceedings

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l (g) pending audits pertaining to Byron II and Braidwood I (h) Uniform fuel clause proceed-ings (it being understood that satisfactory resolution would preserve Edison's fuel clause in essentially its present form (with modifications re-quired under this agreement) for the Initial Rate Period including the right of the Cc :ission to require Edison to operate on an economic dispatch basis). It is further agreed that during the Initial Rate

' Period Edison will not be re-quired or permitted to recover purchased power demand charges or fixed fees for purchased power through the fuel clause.

B. Timely grent of Nuclear Regulatory Commission approval of transfer of the Units and their li'-

conses to the Subsidiary.

! C. Timely grant of any necessary FERC approval of the i ,. rates and transactions provided for in this Memo-randum.

D. Judicial action having the effect of affirming the Commission's July, 1984, and October, 1985, Edison rate orders in their entirety.

E. Ti=ely action by the Securities and Exchange Com-mission confirming that Edison will remain exempt from the registration requirements of the Public e

Utility Holding Company Act of 1935.

F. Any other governmental action required as of Ju-ly 1, 1987 for consummation of the transactions provided for in this Memorandum will be taken in a timely manner.

COMMITMENTS OF THE PARTIES

7. Edison commits to use its best efforts to accom-plish the regulatory and judicial actions described in Paragraph 6 as promptly as pre.cticable and will institute proceedings in

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furtherance thereof before the ICC to implement the provisions of this Memorandum on or before February 6, 1987. The other parties to the Memorandum agree to support the terms of this Memorandum in any proceeding in which they are participants before the ICC, the sa NRC and the FERC. The parties agree that for the Initial Rate Period they will not take any action (whether before a regulatory body, the General Assembly or any other le'gislative body, or any i

court) that would presvent or require the undoing of any of the transactions contemplated by this agreement, it being unders'tood,

however, that- in Supreme Court Docket Na. 63747, Peoele 91 fib 3 State gf Illinois 33 Igl Eg.il I. Hartican, Attorney General y.

Illinois correrce Corrission and Corsonwealth Edison Coreanv', the ,

l parties have presented their positions and have the discretion to determine what action to take in that case. The parties other than Edison upon proper notice authorize Edisen to represent on ,

their behalf before any regulatory body or court that they are j signatories to'thls agreement and have agreed to the regulatory action described in Paragraph 6. The parties recognize that Edison's agreement to limit the level of its rates or otherwise to -

i i

adhere to the terms hereof is conditioned upon compliance with this Paragraph 7 by all other parties hereto. Edison's failure to accomplish the implementation of the settlement on or before September 1, 1987 shall discharge the partie's hereto from all obligations with respect to the regulatory and judicial actions set out in Paragraph 6 hereof, provided, however, that if Edison has extended the termination date set forth in Paragraph 8 to a date later than September 1, 1987, then such later date shall be

g_, - . . - - . _ - _. .. .-. . - - - - - .

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substituted for September 1, 1987 in this sentence. It is further understood'that the parties may participate in ganeric doc?ets t 4 related to the subjects specified in subparagraphs A(x) (a) innd (h)' '

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of Paragraph 6 hereof. However, the results produced by thesi j dockets shall not be used by any party'in conflict with the

. .( , representations related thereto in this' Paragraph 7.

<\ GENERAL "

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8. This understand b.g shall terminate if all regula-tory and judicial action contemplated herein has not occurred , V

' prior to July 1, 1987, except as otherwise provided in this Para- "/ ..

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, graph 8. Edisori shall have the right .to extend the deadline forf r

or waive any such action, subject.to'the limitations herein con-g tained. During'the period of any such extension, Edison's rates shall pro, vide f$r' charges no higher than the greater of (i)

, charges permitted.under Edison's rates now in effect, or (11) charges under's'ch u rates as they may be changed under Paragraph 2 or 3 hereof. No such inxtension shall operate to extend the termi-4 .

nation date of"~the Rate Moratorium Period, or the'(ite by which ~

l options in Paragraph 5 may b's exercised. No such waiver shall l i

, paraitLEdison to place in effect any rates which provide for l

e7:

  • charges higher than the grestar of (i) cbrges permitted under Edison's rates now in,effect, or (ii) charges under such rates as

,3 they say be changed under Paragraph 2 or 3 hereof.

If Edison

s extends any deadline pursuant to this Paragraph 8, and this under-standing, nonetheless, thereafter terminates because regulstery or ,

judicial action contemplated herein has not occurred prior to the 1

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extended deadline, its rates now in effect shall be reinstated as of the date of termination. No such extension shall expire later than December 31, 1987. In addition, in the case of such a termi-nation, if during the period of the extension Edison places in effect a general rate increase, the output Guarantee provided under Paragraph 5 shall be considered to be in effect during such period. For that purpose the amount of output guaranteed shall be equal to 331/3 gigawatthours multiplied by the number of days the increase is in effect and the maximum fuel adjustment clause

credit will be agual to $1,833,333 multiplied by such number of

, days. This understanding shall not be construed as preventing Edison from filing for a rate increase in respect of its invest-ment in and operating and maintenance costs associated with Byron II and Braidwood I and II prior to July 1, 1987, nor shall

, it operate to prevent the parties from contesting such applica-tion. No increase which may result from any application permitted by the precedin'g sentence shall become effective during the period of any extension of th'e July 1, 1987 deadline. Any such applica-tion for an increase will be withdrawn if the necessary regulatory jand judicial action has taken place by July 1,1987 as that date l may be extended as provided in this Paragraph 8.

i 9. In addition to Edison's other rights in respect of any failure to meet the conditions to its obligations hereunder, (a) if, prior to tha time the regulatory and judicial actions specified in Paragraph 6 occur, in Edison's reasonable judgment it appears likely that any governmental action provided for herein will not be taken within the time specified in Paragraph 8 (other

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s than because of Edison's fault), or (b) thereafter if Edison and at least two of the other parties to this Memorandum believe it likely that any such action will be invalidated, in whole or in part, Edison may terminate the understandings embodied herein and if Edison has already conveyed the Units to the Subsidiary, Edison shall have the right to cause the subsidiary to reconvey the Units to Edison. The ICC order approving the conveyance to the subsid-iary shall contain appropriate provisions approving such a recon-veyance. Any such reconveyance shall be without prejudice to any party's rights'to oppose and to raise all arguments and positions and to pursue procedures provided by law or regulation regarding "ratabasing" the Units and reflecting their costs in rates.

, 10. The obligations of the signatories to this Memoran-dum are also conditioned upon the establishment and continued effective, ness of rates consistent with this Memorandum throughout the Initial Rate Period.

11. in disputes over the interpretation of this Memo-randum will be committed to the respective regulatory agency having jurisdiction over the subject matter.

, 12. The parties agree that any FERC-mandated modifica-tions, alterations, amendments or changes to any component of the m'*s provided for in this Memorandum, the Power Supply Agreement or any other governing document, or the terms or conditions there-j- of, shall not constitute a basis for a change in retail rates I

during the Initial Rate Period. This provision shall not be construed as modifying or in any manner limiting the condition imposed in Paragraph 6C .

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13. Edison agrees to take any action necessary to ensure that the Subsidiary, with respect to its own obligations, shall be bound by this Memorandum as if it were an original signa-tory. Edison will furnish evidence of the Subsidiary's acceptance of the terms of this Memorandum.

Me::rorandum of Understanding dated this id'W day of February, 1987.

Commonwealth Edison company i

,, By twA 847 fai:esd O'Connor, thairman e

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,1 Memorandum of Understanding dated this ay of February, 1987.

James R. Thompson, Governor, on behalf of the People of the State of Illinois By i

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Memorandum of Understanding dated this b day of ,

February, 1987.

The small Business Utility Advocate

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syMbnb a -

William G.f d L

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Memorandum of Understanding dated this day of Feb rua ry,1987.-

The Governor's Office of Consumer Services BY M/ / /c Alvin K. Grandys, Ph.D. /

Director O

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(7 Memorandum of Understanding dated this -'7M day of February, 1987.

Neil F. Hartigan, Attorney General, on be alf of the People of the State of,IllinoisF f.

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Memorandum of Understanding dated this d day of February, 1987.

Richard M. Daley, State's Attorney, on behalf of the People of Cook county, Illinois i

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Memorandum of Understanding dated this J f day of February, 1987.

The Illinois Industrial Energy Consumers (IIEC) Pary Intervanogin Docket 86-0249

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By /:

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RANDAll ROBERTSON Attorney for IIEC 9

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Attachment A E1.ECTRIC17Y For the Osles and Vilinge assed an II.L. C. C. No. d Cominooweahb Sheets Nos. 4 S,6 7 and 8 Revised Shees No. 9 Edison Company and the udnampanad emc uaus e immaary RATE 1. RESIDENTIAL SERVICE AsailabNity.

1has rete is eveDahle to my asimmer useg the Campany's elecuit service for sesidadal papanes.

Charges.

  • Monthly Cussomer Charge.

July 1,1987 Through January 1,19st December 31,1988 and ARe For Cusunner ses, des in:

A buadmg eamaming 3 or more d=eans miss. . . . . . . . . . . . . . . . . . . . . 3 3JO 5 3.45 A bu3deg camazing 1 or 2 dwe2 Lng units . . . . . . . . . . . . . . . . . . . . . . . S 9.10 $ 8.06

' BsDdanas emiaining I or 2 dweDing aniss thaU include. but act be lieniiad to, situdsures sommely reformd to as single femely deiached houses, single famay eaached basses, row houses, town bouses, semidasaded houses, dupleses, two.

flau. and two famBy houses.

On Decenbar 10, 1954, the Cariany hed assigned d susting Rau I sumamers to me of the charge clasidicataans described above. If any of shese cus.amers adorms the Cornpany than ibis inidal clauificadan is incorrea, the Company, apa verificanan, will plaan the customer in she appropriana cluidioson but wGI mes ismas my afmL

  • Energy Charge.

July 1,1987 Through January 1,1989 December 31,1988 and ARe sum m-%? m e '

O.arge per kdowochaur for farvi 400 kilousahaurs asppbed in she merah. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II.964s II.695s Osarge per kdomichour for aD kilomauhours over 400 supplied in the month. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16770s 16.102s 0 4fe %fneithe

, Charge per kdowenhour for first @ kDownshours i aspphed in the mesh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II.964s ll.695s l Cha se per k0owsuhour for an k3o.anhours over 400 suppbed in the mamh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $J92s 5.306: ,

For the pwposes hereof, the Sanmer Maths shad be die eustomer's fars mon *1y bGling period with an endag meer readmg daie on or afur June 15 and the ihree succeedes mamhly hg penad6 The fuel adjusament sharge er credii povided for am Rider 20 shd apply no aD kilowauhours sigplied in the mandL Late Papnent Charge.

The late pepnet charge provided for in the Terras ad Candidens d ibis $dedule af Rasas shad be appbcable no nD darges l- under this rase.

1.lght Bulb Service.

The above charges do act include light bulb service. The charge for such service shan be 0.174s per kuomanhour for the first 500 kilomeuhours suppLed in the mand 6 Light bulb service is described in Rader 10 and is opnanal wuh the casunner.

Minimum Charge.

The

_ , u ~;, . mine' nwn monthly charge shan be the Mamhly Customer Charge.

" Term elSeWiis.

The customer's term of service shan sammence when the Campany begins to supply service berender and shad condnus not more than een days shar nonce is remived to daconianus servisa.

Three. Phase Service.

Three phase service is eva0able under this rate. Where a three phase secondary supply is not evaDeble frorn the Carnpany's distribudan systern edpcas to the cuiuxner's propony, the necessary prunary and secondary essensies =UI be fumished by the Canpany subjec io the provisions of Rader 2.

(Ca.Unved on $hes Neu 10)

Date Effecthe: Juh 1,1987 Asserisk (') ledicales change Isued by C. P. Rifakes, V6ce President, Poe Omco Bos 767, Chicago, Illinois 60690

.- . I Attachter.t 5 s'

ELECTRICTTY For she Chie and vaines used en ILt. C. C. No. 4 Comenonu esith Sheets Nos. d. 5. 6. 7 and 8 R6 aed sneci No. 24 i

Edien Compony and ih8 manerPormed cauguous terrnory RATE 6. GENERAL SERYlCE Appuestisty.

Eacept as povided in Ras 6L, iha seu is argdicable io any onmmercant. indesinal, or govemmental anomer wnh a Manimen Demand of ks: ihan 1.000 kilows:u who uses the Company's elecinc servue hereunder tw d requimments.

Dires arrent requiremems povided under anomer rue immedauly pner to Sapiamber 2.1975. wul. ho.ever. also be pnmdsd herender.

General Servke - Time of Day.

  • Time et day charges shan apply to (1) any conomer with e Maaimum Denand of 500 kilowatts. b Isas than 1,000 uoneiu.

in ihree of the 12 months pecedes the bdhng mone. one of =hich securs duririg the ihree months precedeg the b&ng momh. (2) successors to customers served under these charges snmedisialy prior to the dans of e-ma= whose esiamaiad Manunen Demands mes: the demand requiremeras in clause (1) above. (3) new sustomers whose animated Mazarrnun Desnands meet the demand requirements in clause (!) above. and (4) any. customer previously bided hereunder prsuant to classes (1) or (21 esept as aherwise povided below.

These charges shd not be applicable to cusunners or their successon wiih elearic space beating taking service under ihr Heating omh Light provisie of~ bder 25 pior to Nevernber 23. 1977 sacept spe unam appLcation by the customer io the Campany.

If a cusunner at one time was served punnant to (1) above on General Service - Time of Day and has a Maaimum Demand which has acs sacaedad 200 kGomens us any menin of the twelve month period peanens the biding sneth, such customer may elect. in wriuan opLcation to the Corrpany. to be served on General Service. General Service - Time of Day shd ear ogse be oppheabh wuJ such susurner quaLT.as for such reis under the requiremenas of Geeral Semce - Tsne of Day.

General Senice.

Geeral servue charges e.aD apply to aD eiher mistamers quahrying for servia eder ihis rue.

Charges.

General Senice - Time of Ds). . .

Monthly Cassemer Charge.

The Methly Cussemer Charge shd be !!9.59.

  • Dcinand Charge.

Summer AN Other Months Menths 31106 W per kilomau for en kilomas of Maarnen Demand for the mesh.

For she,isurposes heres(. os samener her shall be the anstomer's first maaihly bahng period wish an ending meter resens r due on or afar Jme 15 and the ihree suceedes mariNy bhg priods.

  • Energy Charge. .

6540e*per k% auhour for d kDowsehens supphed denna Peak Penods.

3.llis per kilou auhaur for eB Hoosahauri ruppLad abireg Olf. Peak penods The fuel edpasenet sharge or creda provided for a her 20 shad spp!y to aD kilowanhours sigiplied a the mesh.

General Servies

  • Monthly Costenner Charge.

The WWy C.stomer Charge shad be 59.35.

  • Demand Charge.
  1. Susumer AN Other Menens Menshe

$15.06 311.77 per Woman for aD kDowena of Maaiman Demand for ibe month.

For the purposes hereof. the Summer Memhs shad be the customer's first monthly bdhng priod with an endes meter reades date " 4..t Joe 15 and the three succerdeg meihly balitis pnods.

  • In accoreuce with the Application of Demand Charge povisions of this rete. ihere shad be no dennand sharge as such for senain smaD sunamers, bis in 1.ru eereof, such customers shad pay 6.409s pr kGoosabow in Summer Manihs and

$477s per kalomanhour in aD aber months m addaim to the energy charges set fonh below.

  • Energy Ch*'be.

Eliowstiheure Supplied in the Month 5.130e pr kao sahaur for me rust .............................. 30.000 3.937s pr uownshour for she nas: .............................. 470.000 3.934s pr k Gownshour for aD over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300.000 The faa! adfasunes charge or credia ponded for m Rider 20 shad spply to aD kilosauhours supLed m the monitt (Conunued on Sheet Na 25) a D "'I" E" I I' I'87 Asterisk (*) Indicsies change Isrued by G.'P. RJfakes. Via Preldent.

Post Omce Bee 767. Chicago, Illinois 40690 1

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n.rrmicTTY DI. C C.Ne 4 TerhutheNes.

Ones ame u'Ja$es lated as toa nevuee h tse is g**8"D**'8g e. s, s, nad (Cunlung 1:a Resined hi Se 153 and & unincorpersad cent suous temtery Edison Company RATE 8. GENERAL SERVICE (Conunued from sheet No 24) late Fayment Charro The late payment charge provided for tn the Terms and Condinoce of tbs Schedule of R.at under tbs rate Minimes Charge.

The minamum monthly charge sha!! be & monthly customer charge

  • Masisem Charge.

For twomars eith demand sneters, the average cost lof eteetncity h hmunder ovided. booes er, that in any mont C-wer Chatte. sha# not eiend the ssm of 19 746e and the fuel ad;ustment per ki owatt out pr ou J Juaranteed chargt shah not operate to reduce the Customer's bli to an amount less t Matisans Demaad.

For General Service--Time of Day r7tomm. the masimum dar.and sa a.cy month shall b tabbshed dunst& peak penods i: ,uch month.

For General Service customm,the mammum demand shall be the highest Mminute dem Appliestles el Demmed Charge.

The Company shall provide a demand metet and the demand charge shall apply whe d of teenthly ese,eds 2.000 blematthours in each of too sumisive monthly bilbag penods or if his maximum blotatthout use is estirnated as in eteens of ten h blomatu or 2 h thereof prute meter rentals, be provided sitt a dernand 2 h pened. Ameter customer ahoand is biled t than 12 monthin unless he becomes enutted to a demand meter pnor to the end of the 1.mont enutled to a demand meser shD not be regwred to pay rental or other separate charges for such i

Whether ce not a demand meter is installed.the chargeh m Les of demand charge shall app *

(

l temer payms rental for a demand meter sa accordanet withor the forego hly bdhtg penods l and sha!! cont.sve to apply vet t the Customer's use escwds 2.000 blos atthours in two summive m ha demand enewds ten kiloostu to too sucesasive monthly bilbr.g penods.

'Meassremest of Demaad and K.uevattneers Sepp!).d. d h!!

Whm too or more metenes install &tions d i are provided cumuistive demand meter. the on the C d

that (a)is came the demand at any meunt.g tr.sMauot is reg.ste ed by an in icat ng or demand at such matar.auen is anch Meisute pened of any month shal' f h ten- tw aasamed is ary Maisuse pened of such month, sad (b) the demand at anyd demsed instanationWhm may be n sected load if such oor.nected load a coo kilo neta or less. kl and suchh demand is to be added to a there are too or more e atthout metents insta!!ations on the Customer'sl premises.the h .i owatt ours su t an> such suned by adding together the kilos atthours metered at each insta!!auen. f h hours provided that th installauen eteved 8.500 in the bang month and are not meured in such a car. l net as to p l

Junes obch they we= dehvered, for purposes of applytag the t be ecasedered to have ;

d d the bibt month, si cha ge of 4 021e per blosatthour shall apply to such blematthous The m blos atthours supphed for too or more premsses will not be combned for h&ng purposes hmun t*pon request, the Company 3311 provide unmetered eervicep?ste foror other dhagersuch connected lo of the Customet's equipment a contanuous or is regularly scheduled on an annual smace, the reenthly ble=atthours shat! be determined by sieltiplyst.gd r.g theb. ested s 2 000 Allentsage (bas k per ods apprognate data) of the connected leads by one teelfth of the i

(Conuoved on Sheet No 26) t Deze EFerrhe.orseber 19.1981 Fued eith the hitsets Commem Commissies se October ti,1988 tsesed b G P mfales.Vice Presidest.

past ogre Ses 147.Chengs.1Laois 68694 luted pmsaat to Order of 12hasis Commere,Commassies estered Octe6er 24,Ittila Case Nes $4415 Asterne l* ind.estas change ai. . _

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ELECTRICITY

, For the Otto and Vu: age used en ILL.C.C.%.4 Commonucalth Sheca Nas. 4. 5,6. 7 and 8 Reilicd Sheet No. 25 E4 Leon Company and the **corrc=d arogaus nemmry RATE 6L. LARGE GENERAL SERVICE Appucabulty.

This rate is applicable to (1) any arnmertaal. edusvu!. er goismmental customer sah a Maalman Demand of 1.C00 kilowana or more in three of the 12 monts precades the bd!cg mon 2. (2) successors to customers served under mese cha*ges immedataly prior to the date of succession whose estunaud Masimum Demands snest the demand requuements in clause (1) above,0) nem customers = hose estimated Maannum Dcrr nds meet the demand requer. meres in clause (1) above. and (4) eny cunemer previously b. lied hereunder purmans to cisuaes (1) or G), except as otherwisa grmded below.

If a cusiczner at one tame 3:s served pursuans to (1) abcwe on large Geners! Service-Tene d Day and has a Maximum Demand shich has na cacaeded E0 kuomans in any morah d the 12 mens penod prscades the bdbr month, such customer ma>

eleci. in snuen appbcauan to me Company, to be served on Rau 6, Geers! Service. Rau 61. brge Gcneral Serva.Tene of Day, shd not agaan be appbcable imd! such cusksner gallies for axh ras under cisse (1) above.

7he La*ge Geners! Service-Heat wiA Ught charges sh:2 he a;,Lcab!: only to cusiemers or esir successors wis elesvic sps:n heaung iabr.g seiva eder the Headng 354 Ughi proviaiens of Rader 25 prict to November 23.1977.

A large General Sewice-Hut with Ught cunamer wiD be do ed to take large General Service-Tirne of Day service spe wnuen apphcatim to the Corrf any. Once etsged io large Geners! Servua-Tune d Day service. those customers or mew succassors mal not te do sd to rewm to Large (4 acts! Service-Heat wuh Ught.

Charges.

Large General Servie ~ Time of Day.

  • Monthl; Customer Charge.

The MmA!y Cesarner Oa'ge shd be $547.06

  • Demand Charge.

Kilowatts of Summer Air Other Maximum Demand Mones Manuis for the Month 515.06 511.77 pr Wo*su for te fast ............................. 10,000 6.!5 5.06 per uou su fcr d over ............................. 10,0CD For the purpoics hereof. me Summer Mes shd be the customer's first mornhly bahng pnW mis an ending meur resing data cg or after June 15 and the erra succeed.ng methly mg pnado e Energy' Charge.

(L560s per Howant.aur for a3 kCowscours suppLed dunng Ped PenedL 3.1!!s,per uo.anhour for d kaomaccairs suppLed dures Otr. Peak Penods.

The fuel adyser.ent charge or creda pecaused for m Rader E shad a; ply to a Uc suhours supplied in the mcrit!L Large Ce"ral SerMce-Heat with Ught,

  • Monthly Caomer Gargs The Memly Custaner Qarge shd be 1547.06.
  • Denand Chargs
  • ' semaner AE Other Man +hs Manms

$15.06 311.T7 per kilowan for aD kilo = sus of Maaimun Demand for me inanth.

For the purposes hereof, ce Summer Mmes shd be tis cusemer's fast momhly bCling pnod with an ending rneter rud.rg date en er afur June 15 ed the $res succeedes manAly hg pnoda.

  • Emergy Charge.

E!!owatthours Suppnad in the Month 5.1304 pr Wo.sahme for te fust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 3.9 37s pr Ho*scher for ee next . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470.0CD 3334s pr Womachour for all ont ................................. 500,000 The fuel ad senent earge ar credit provided for m IUder 20 shd a; ply to aD Uousuhours suppbed in the meth.

(Conunued e Sheen No. 29)

Date Effectin: Jul? 1.1987 Asterisk (') Indicates change tsued by G. P. Rifales. Vice President, Post Orl".cv Bos 767, Chicago. !!Iinois 60690

I ELICT1t!CTTY For Se Cities and Vittsam 11 sed on ILL.C.C.No.4 Commonwealth Shesu Nos. 4, S. 4,7 and 3 21st Revted sheet No.:t and ihe wuncorporivd congguous urruary (Canc= Leg 20th Revvid Shec No :9)

Edison Company RATE 6L, LARGE GENERAL SERVICE (Canunued from Shas Na 23)

Late Psyment Charge, he laia pymens abuge providad for in ibe Terms and thtaions of eis $dadels of Kaas sha3 be applicable to all charges ender ads rua.

>0nimum Charge.

Da muusnan mone,y$ starge shad be the unanthJy arianer sharge.

Ma. ! mire's Cnarse.

The swise son of s!acuseity berander in my month, aclusive of es Momh!y Cur.omer Charge, shas res ucead es sum d IMW and the bel adjusuricnt pr Eomar.how provuisd. boosver, eat such guarinuad charge shall not operits to seams es Casarne's hm to an arnant less than the nnr.irnen charge.

  • Ma. Imum Damared.

Eacups as noud in the parig'sph below. the muimwn demand bi any mas sha'l bs the highus 30 minuu demand artablished durus es peak penods in such incr$ ace;s that, for snomm wis 30 minuta demands utaade 1.500 Wo mu in thrta of ee 12 anon &s prtead.eg the bC:rg monA. As rr.uimum demand sha:1 be es averige of Ge arts highest 34minuit dameds enabLahad dareg the paak pnads in such scris, act som enn one such demand to be asinand from siy me day.

For customers tak'eg service under Larse Carm! Service - Headng wis !.ight prwision of tis riu es musmen demand shau be the h.ghest 30 minute demand sitaLhad si a y time dants such momh oceps that, for cusiamers wnh 30.minuu demands esemsdeg 1,$00 Woos u in thras of the 12 menes prscading the bming mons, es rnuirnan demand sh:2 be the swigs of the erna highest damede estabhsha.d danr4 the momh, not more than me such darnand to be selacud frorn ary ans day.

Measurement of Denand and IGovitthours Supplied.

Mart two or more mauring insdaucrs are provided on es Customu's prirnises, es demand in any 30-mines priod sha3 ha desarmmad by addies ioga$er the seperste derriands as sach sneeres lasu::adon durirs ruch 30.minuta pried sacr;n

&at (s) In case es demand as any maerirg insullaGon is engistered by as indicadng or curnuladvs demand maur. es j demand as such installadon a each 30 minuu pened of any nons sha!! be aanwned to be the same as es hightet de:;and in say 30 minuta priod of such momh, and (b) the demand as any unsu:: anon may be answned in be 75 preens of es emnaamd load if ruch connected load is two kDouans or kss. and such denand is to be added to a metered demard. Whart thart are two or more esecut sneuvg hsdadens, the Eems: sours supplied shad be desrmined by adding togtest the Eosseats meured at sach inna". eda, providad that *bart the Mo inhours as siy mch inn.anance enesed f.!00 in the bu:ing comh and are nos meurid in mar.h a warmer as to prmis daterminanen of the boers during which try stre deliversd, for prposes of app!)ing the shne of. day provisions of ibis rate, such Womanheurs shd be conside'ed to hase baca delivered in pak periods. If she ensegy une as such artsurauos is 5.500 kDosaubours or ks: in es bCes mem, a dargs d 4 C*ls pas 1. soma".'.o.: sh:2 apply to such Moussars. Tk mupum demands and k3amar. hours supphed for reo er met p t: ass wcl not be combead for mg pcposes hereundar.

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Upon sequest, the Capacy will provide imrnserad servise for sennscud loads ses asesading two kDousas share operniian of l

' abs Customer's equipmers is ennunwous or is rigstady scheda:ed on en annual basis. For the purposes of bc.:.ng a such assas, the moeiNy Wowatthours sha1 he daarmanad by subpfying the ritad watsge (hssed opcm namepiste or oder AII apprqrriate data) af emnsand loads by ons.eweihh of the annual bours of ope'sson and d6vidmg by 1,000.

Mo aahars dahvsred to an wunsured paus of nipply shaI be cesidered to have bse 4aLvvid &aring pak priod6 earHee Fadusas A standard EsuEadon fumidad by es Company hermandet sha3 be (starrained by de petMeierts of ee Cartpany's Rsder 6 sacep that the facCnies se prev &f as staM.ard sha2 he adspate only to supply servior to a toad squal to the murnurn 30-eruau demand of ee Custaner asuWhed darir4 et peak pened If larger facCaiss ars requirsiio serve se escess of ee en.psah dernr.nd wer es paak daeand, the Customer shall pry, as spanal facainsa in ecoordanos wie se Company's RJost 6,ibe cost of any facLues so required Ho.svar. so opuana! faca usa charges shan appfy to facilmes esises and is plaos as se tims the Customer pa 4as fa servios benader (Conunusa e Shes No. 30)

Dnie Etreme: Denmtma 1,1936 fwd wte the Duncia Commeres Cernmision on Oeobe 17.1984 Imund by C. p. R# des, Vice Preldent, Asterkt e) inacatas change Pos Oma Son 167 Chicago.Dtinois 60690 j

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Attachment D The amount of the credit which is to be made in respect of either *yron II or Braidwood I Unit if it meets the criteria for capacity guarantee credits set forth in Paragraph 5 of the Memorandum of Understanding shall be determined by making the calculations described below. ,

A. Fro = the aggregate amount of fixed fees paid

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pursuant to Paragraph 5 of the Memorandum of Understanding there shall be subtracted the aggregate amcunt of credits made pursuant to that Paragraph (not of the aggregate amount of Edison's share of the shared savings).

B. The result of the calculation made under paragraph A shall be multiplied by 0.35.

C.The result of the calculation made under paragrap,h B shall be multiplied by a fraction, the numerator of which is the difference" in gigawatthours between the cumulative actual output of tPS Unit as of June 30, 1992, and 25,274 and the denominator of which is 25,274. This calculation in paragraph C shall be made separately for Byron II and Braidwood I.

The result of the calculation made pursuant to paragraph C shall be the amount of the credit; provided that in no event shall the sum of the credits made under this provision and the aggregate

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, I amount of credits made pursuant to the Cutput Guarantee in Para-graph 5 of the Memorandum of Understanding exceed the aggregate amount of fixed fees paid pursuant to Paragraph 5.

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Attachment E "Most Favored Nations",

During the 20-year period June 30, 1992 through June 30, 2012 Edison under option (a) in Paragraph 5 shall have the rights set forth in paragraphs (A) and (B) below.

(A) If Edison in purchasing power under a Contract with the Subsidiary (" Pre-Existing Edison contract") and the subsidiary enters into a contract to sell power to a Third Party (" Third Party Contract") which is comparable to the Pre-Existing Edison

  • Contract, but contains more favorable prices or payment terms, Edison may elect to have the price and payment terms of the Third Party Contract substituted for the prices and payment terms of the Pre-Existing Edison Contract. A Third Party Contract shall be considered to be " comparable" only ift ,

I., It is effective over approximately the same calen-dar time period as the Pre-Existing Edison Contract.

II. Any other difference between the terms and condi-tions of the Third Party contract (excluding price and payment terms) and those of the Pre-Existing Edison contract does not significantly affect (i) the subsidiary's cost of providing ser-vice, (ii) the quantity or type of service to be provided, (iii) the benefits obtained by the subsidiary, or (iv) the risks under-taken by the Subsidiary.

Edison shall have no right to substitute only the price SI payment terms of the Third Party Contract for those of the Pre-

1 Existing Edison Contract, it being understood that Edison's elec.

tion under this paragraph is limited to substitution of both the payment and price terms of the Third Party Contract for those of-the Pre-Existing Contract.

B. If the Subsidiary enters into a Third Party Con-tract and Edison advises Subsidiary that it desires to purchase power under a comparable contract, the Subsidiary will offer power.

to Edison under a comparable contract, if such power is available from the Units. For purposes of this paragraph, a contract will be considered ~to be comparable to the Third Party Contract only if its terms and conditions are materially the same as those of such Third Party Contract excepting enly such terms and conditions as do not significantly affect (i) the Subsidiary's cost of providing service, (ii) the quantity or type of service to be provided, (iii) the amounts, form and timing of payments, (iv) the benefits obtained by the Subsidiary or (v) the risks undertaken by the subsidiary. No such comparable contract shall relieve Edison of

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any of its obligations under any Pre-Existing Edison Contract.

Upon the execution of any Third Party Contract, the subsidiary will give Edison notice of same and furnish copy of same to Edison within 30 days of the execution of said Third Party Contract.

FACILITIES TRANSFER AGREEMENT Cc==enwealth Edison Cc=pany ("Idison") and

(" Subsidiary") hereby agree as follows:

1. The conveyance of facilities which is the subject of this Agree =ent takes place in imple=entation of a Memorandum of Understanding among Cc==enwealth Edison Cc=pany, the Governor of the State of Illinois, the Attorney General of the State of Illincis, the State's Attorney of Cock County, the Governor's Office of Consu=ar Services, the Small Business Utility Advocate, and certain industrial custc=ars of Cc =cnwealth Idison Cc=pany ,

who are party interveners in a preceeding before the Illinois cc=:erce Cc==ission bearing the Decket No. 86-0249. The Me:crandu= ,of Understanding entered into by the above parties cente= plates the settlement of a variety of centested preceedings before the Illinois cc :erce Cc==ission and the courts in which the centinued constructic'n of Braidweed Unit 2 is at issue as well .

as the rates which Edisen will charge. The agree =ent cente= plates the conveyance of the facilities ce==enly known as Byron Unit 2 and Braidwcod Units 1 and 2 (collectively, the " Units") to subsidiary. Subsidiary's rates will be regulated by the Federal Inergy Regulatory Cc==ission. A rate increase of approxi=ately 13% in Edisen's retail base rates with a five-year meraterium en rate increases thereafter is also provided for. Accordingly, Idisen will convey the Units to subsidiary. The real estate and facilities constituting the Units are mere particularly described Exhibit B

in Appendix 1. The conveyance shall be effective as of July l',

1987, or such later date as may be specified by Edison. In the case of Byron Unit 2 such conveyance shall include an easement for-

  1. the continued operation and maintenance of that Unit on the Byron Station Site described in Appendix 1.
2. The conveyance will be evidenced by suitable quitclaim deeds and such bills of sale and other documents as subsidiary may. reasonably require. Where appropriate, such documents shall reflect the fact that the Units are and will remain subject to the lien of the mortgage securing Edison's first mortgage bonds. Such conveyance shall be subject to a reservation to Edison of such rights as may be necessary or appropriate, to enable Edison, as an NRC licensee, to comply with all NRC requirements, including the authority to exclude persons from the premises conveyed to subsidiary so as to meet NRC security, emergency planning and radiation protection requirements as described in Section 2.1 of the Safety Evaluation Report issued by the Nuclear Regulatory Commission ("NRC") for Byron dated February, 1982, and the Safety Evaluation Report for Braidwood dated December, 1983. Such conveyance shall also be subject to a reservation to Edison of such rights as may be necessary or

__ , ,gappropriate to enable Edison to continue to operate and maintain facilities on the Braidwood Station Site described in Appendix 1, which will not be conveyed to subsidiary.

3. Edison will take such steps as are necessary (including seeking any required NRC approval or consent) to amend 6

or transfer its NRC licenses to Subsidiary to the extent such amendment or transfer is necessary to give Subsidiary title to the Units, the right to complete construction thereof or the right to operate the Units through Edison as its agent and sell electric power generated by the Units. Edison will provide the NRC with such assurances and guarantees as it may require in connection with the conveyance of the Units to subsidiary. Edison recognizes that the NRC may require that Edison be a primary obligor with respect to certain of Subsidiary's obligations and liabilities arising out of construction, ownership or operation of the Units.

Edison will transfer any other licenses or permits relating to the Units, where necessary to enable subsidiary to complete construction of the Units, operate them or sell power therefrom.

4. Ad valorem property taxes applicable to either the.

Byron Station Site and the facilities thereon or the Braidwood Station Site and the facilities thereon shall be allocated between the parties so that each bears an amount thereof in proportion to its investnent in the station in question. Subsidiary shall aiso l ,

be liable for 50% of such taxes allocable to Byron Station common plant. Ad valorem property taxes for 1987 shall be prorated to the date of the conveyance.

5. This Agreement shall become effective when Edison notifies subsidiary that all governmental approvals and actions required by the terms of the Memorandum of Understanding between l

Edison and various other parties, dated February 3, 1987, have been obtained or waived by Edison. Nothing contained herein shall i

be construed as permitting Edison to waive approval by the l

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  • Illinois comerce Cc=ission of this Agree =ent or any other agree-ment between Subsidiary and Edison.
6. This Agreement is subject to approval by the Illinois comerce comission and shall only become effective upon such approval.

Executed this day of , 1987.

COMMONWEALTH EDISON COMPANY By:

Its:

(SUBSIDIARY)

By:

Its:

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APPENDIX I Facilities Transfer Agreement

1. As used herein, the " Byron Station Site" is the land in Ogle County conveyed by the following deeds:

Parcel 1 Warranty Dead (WD) #424625, Recorded 4-23-73, BK277, PG66 .

Trustee's Deed (TR's D) #454533, Recorded 12-30-76, BK287, PG93 Quitclaim Dead (QCD) #427835, Recorded 8-30-73, BK278, PG362 Parcel 2 WD #422068, Recorded 1-10-73, BK276, PG34 Parcel 3 WD #425182, Recorded 5-11-73, BK277, PG319 Parcel 4 WD #428267, Recorded 9-20-73, BK278, PG548 Parcel 5 .

WD $42'3820, Recorded 3-

, BK276, PG873 Parcels 6 and 20 WD #424166, Recorded 4-2-73, BK276, PG1040

  • WD #423085, Recorded'2-22-73, BK276, PG489 Parcel 7 WD f425238, Recorded 5-14-73, BK277, PG359 Parcel 8 WD #426363, Recorded 6-28-73, BK277, PG870 Parcel 9 Conservator's Dead $422066, Recorded 1-10-73, BK276, PG32 Parcel 10 WD #426441, Recorded 7-2-73, BK277, PG901 m....i _ _ . _ _ _ _ _ _ _ _ _ _ _ _ _ _ .

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Parcel 11 TR's D #425183, Recorded 5-11-73, BK277, PG320 Parcel 13 WD #425179, Recorded 5-11-73, BK277, PG316 Parcel 14 WD #422159, Recorded 1-15-73, BK276, PG73 Parcel 15 WD #422158, Recorded 1-15-73, BK276, PG72 Parcel 19 WD #426182, Recorded 6-21-73, BK277, PG774 QCD #426183, Recorded 6-21-73, BK277, PG776 Parcel 21 TR's D #431590, Recorded 3-15-74, BK279, PG785 Parcel 22 WD #423572, Recorded 3-12-73, BK276, PG750 Parcel 23 WD #456439, Recorded 7-2-73, BK277, PG900 Parcel 24 QCD #430565, Recorded 1-24-74, BK279, PG284 Parcel 25 WD in TR #423087, Recorded 2-22-73, BK276, PG493 Parcel 26 WD in TR #423085, Recorded 2-22-73, BK276, PG491 Parcel 27 WD in TR #424181, Recorded 4-3-73, BK276, PG1048 Parcel 28 TR's D #459784, Recorded 7-6-77, BK288, PG650

O 8 Parcel 29 WD #462001, Recorded 9-21-77, BK289, PG198 Parcel 30 g WD #469580, Recorded 6-21-78, BK291, PG72 Parcel 31 TR's D #439779, Recorded 4-17-75, BK282, PG669 Parcel 32 WD #433435, Recorded 5-31-74, BK280, PG444 Parcel 32-1 ,

WD #454954, Recorded 1-13-77, BK287, PG255 Parcel 33 i TR's D #453474, Recorded 11-18-76, BK286, PG900

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Parcel 1RR (Railroad)

WD.#437173, Recorded 11-22-74, BK281, PG924 Parcel 2RR t

WD #42'8600, Recorded 2-14-75, BK282, PG256 Parcel 3RR WD #434263, Recorded,7-3-74, BK280, PGB33 Parcels 4RR, 4RRA, and 4RRB WD in TR #431897, Recorded 4-1-74, BK279, PG909 l WD in TR #431899, Recorded 4-1-74, BK279, PG913 l TR's D #443723, Recorded 10-21-75, BK283, PG938 Parcel 5RR WD #436961, Recorded 11-12-74, BK281, PG862 Parcel 6RR WD #433434, Recorded 5-31-74, BK280, PG442 l Parcel 7RR l

I WD #437753, Recorded 12-31-74, BK281, PG1149 QCD #437754, Recorded 12-31-74, BK281, PG1151 l -

Parcels 8RR, 8RRA, and SRRB WD #436594, Recorded 10-24-74, BK281, PG711 QCD #436595, Recorded 10-24-74, BK281, PG713 WD in TR #436596, Recorded 10-24-74, BK281, PG715 Parcels 9RR and 9RRA WD #438239, Recorded 1-23-75, BK282, PG145 QCD #438240, Recorded 1-23-75, BK282, PG347 WD in TR #438238, Recorded 1-23-75, BK282, PG143 Parcels 10RR, 10RRA, and 10RRB 4

TR's D #436593, Recorded 10-24-74, BK281, PG709 WD in TR #431560, Recorded 3-14-74, BK279, PG771 Parcel 11RR WD #436592, Recorded 10-24-74, BK281, PG708 Parcel 12RR QCD #502362, Recorded 7-1-82, BK299, PG111-115

2. As used herein, the "Braidwood Station Site" is the land conveyed by,the following deeds:

Parcel 1 i

Special WD #R73-33682, Recorded 11-7-73, Will County 1

Parcel 2 and Parcel 1 Corridor

' Special WD #R75-04282, Recorded 2-21-75, Will County QCD #R75-07989, Recorded 4-9-75, Will County Parcel 3

- e,.- <; r;WD_4 R73-00 3 8 9, Recorded 1-4-73, Will County Parcel 4 ,

QCD #R73-00320, Recorded 1-4-73, Will County QCD #R73-00321, Recorded 1-4-73, Will County

- QCD #R73-00322, Recorded 1-4-73, Will County QCD #R73-00323, Recorded 1-4-73, Will County WD #R76-06641, Recorded 3-11-76, Will County

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Parcel 5 Court Order #R75-26232, Recorded 9-30-75, Will County QCD #R76-12112, Recorded 4-28-76, Will County Parcels 6 and 7 WD #R73-32465, Recorded 10-25-73, Will County WD #R73-32466, Recorded 10-25-73, Will County WD #R73-32467, Recorded 10-25-73, Will County Parcel 7-1 WD #R77-29452, Recorded 8-12-77, Will County Parcel 8 WD #R74-28701, Recorded 11-18-74, Will County Parcel 9 TR's D #R76-11403, Recorded 4-22-76, Will County Parcel 10 TR's D #R74-10641, Recorded 5-9-74, Will County Parcel 11 TR's D #R74-02647, Recorded 2-1-74, Will County Parcel 12 Special WD #R74-10086, Recorded 5-3-74, Will County Parcel 13 -

l QCD #R73-09343, Recorded 4-4-73, Will County Parcel 14 Special WD #R73-12394, Recorded 5-2-73, Will County Parcels 15, 16 and 38 Special WD #73-11350, Recorded 11-8-73, Kankakee County Parcel 17 Special WD #R74-10087, Recorded 5-3-74, Will County i

Parcel 18 WD #R72-33692, Recorded 11-16-72, Will County

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Parcel 19

' WD #R73-12393, Recorded 5-2-73, Will County Parcel 20 .

WD #R73-28751, Recorded 9-20-73, Will County Parcel 21 TR's D #R75-000787, Recorded 1-10-75, Will County Parcel 22 WD #R75-13721, Recorded 6-6-75, Will County i

Parcel 23 WD #238349, Recorded 4-17-75, BK328, PG787, Grundy County a'

Parcel 24 WD #239424, Recorded 6-26-75, BK329, PG260, Grundy County Parcel 25 WD 9247760, Recorded 1-27-77, BK342, PG610, Grundy County Parcel 25-1 Railroad Spur Title in Trust 45553, CT&T Co.

Parcel 25-2 QCD #250782, Recorded 8-1-77, BK350, PG455, Grundy County i

Parcel 26 Title in Trust 45553, CT&T Co.

Parcel 27 TD #73-4771, Recorded 5-25-73, Kankakee County QCD #73-4774, Recorded 5-25-93, Kankakee County 1 QCD #73-4775, Recorded 5-25-73, Kankakee County QCD #73-4776, Recorded 5-25-73, Kankakee County QCD #73-4777, Recorded 5-25-73, Kankakee County  ;

QCD #73-4778, Recorded 5-25-73, Kankakee County WD #73-4779, Recorded 5-25-73, Kankakee County WD #73-4780, Recorded 5-25-73, Kankakee County 1 WD #73-4781, Recorded 5-25-73, Kankakee County QCD #73-4782, Recorded 5-25-7,3, Kankakee County I

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Parcel 28 WD #73-76, Recorded 1-4-73, Kankakee County Parcel 29 WD #72-10952, Recorded 11-17-72, Kankakee County Parcel 30 WD #72-10954, Recorded 11-17-72, Kankakee County Parcel 31 WD #73-2911, Recorded 4-4-73, Kankakee County ,

Parcel 32 WD #73-772, Recorded 1-26-73, Kankakee County Parcel 33

> WD #72-6651, Recorded 7-26-72, Kankakee County Parcel 34 WD #73-75, Recorded 1-4-73, Kankakee County Parcel 35 WD #72-9224, Recorded 10-3-72, Kankakee County Parcel 36 WD #72-9223, Recorded 10-3-72, Kankakee County .

Parcel 37 l

Special WD #75-1247, Recorded 2-24-75, Kankakee County Parcel 39 Conservator's Dead #73-5184, Recorded 6-4-73, Kankakee County f

Parcel 2 Cor.idor TR's D #R76-16535, Recorded 6-3-76, Will County Parcel 3 Corridor WD #R73-31738, Recorded 10-18-73, Will County i

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Parcel 4 Corridor WD #R73-36061, Recorded 12-6-73, Will County Parcel 5 Corridor WD GR74-01538, Recorded 1-18-74, Will County Parcel 6 Corridor Easement - See Braidwood - Wilton Center R/W, Parcel 6 Parcel 7 Corridor WD $R73-26439, Recorded 8-29-73, Will County QCD #R73-26440, Recorded 8-29-73, Will County Parcel 8 Corridor i

WD #R74-02644, Recorded 2-1-74, Will County Parcel 9 Corridor WD #R74-21461, Recorded 8-29-74, Will County Parcel 10 Corridor WD #R75-07305, Recorded 4-1-75, Will County

, Parcel 11 Corridor TR's D #R75-07303, Recorded 4-1-75, Will County Parcel 12 Corridor TR's D GRB2-06274, Recorded 3-29-82, Will County

3. Idison will grant subsidiary an easement in the Byron Station site for the purpose of (i) operating and maintaining the Byrc- Unit 2 generating facility, including any needed replacements, modifications, additions, retrofits or similar improvements to the equipment and structures constituting Byron Unit 2, and (ii) making such use of the Byron station site i as is appropriate in connection with the retirement and

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decom=issioning of such equip =ent and structures.

4. The facilities and structures which constitute the f Byron Unit 2 generating facility include the Byron Unit 2
a. Reactor containment
b. Reactor Vessel
c. Reactor internals including control rod drive mechanisms, instrumentation and detectors, pressurizers and steam generator including separator and dryer.
d. Cranes and Holsts used solely in connection with operation of the Unit
e. Main and Misc. Instrument and Control Panels
f. Piping, including valves and supports used

, solely in connection with operation of the Unit

g. Circulating Water Pumps used solely in connection with operation of the Unit
h. Turbine (including foundation)
1. Generator (including foundation) ,
j. Condenser
k. 345 KV. Main Power Disconnect Switch (1/2 interest)
1. Natural Draft cooling Tower Such facilities and structures also include any other facility or structure at the Byron Station Site which (1) was designed, constructed or installed primarily for use in connection with the operation of Byron Unit 2/ and (ii) in the case of any such facility through which electricity generated by Byron Unit 2 flows (together with the structures which support such facility), is i

located in the system at or prior to the points designated A on the P.ttached diagram.

5. Edison will convey the,Braidwood Station Site to Subsidiary subject to the reservations contained in paragraph 2 of the Facilities Transfer Agreement between Edison and Subsidiary together with all equipment, structures, inventories, materials

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and supplies located or stored thereon except the transmission' facilities. As used herein " transmission facilities" means any equipment through which electricity generated by Braidwood Unit 1 I or Braidwood Unit 2 flows (together with the structures which support such facilities) which is located in the system after both of the points designated A on the attached diagram.

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DIAGRAM - - -

s t POWER SUPPLY AGREEMENT BETWEEN (SUBSIDIARY)

AND COMMONWEALTH EDISON COMPANY This Power Supply Agreement (" Agreement"), made and _

entered into this day of , 1987, by and between (Subsidiary), ("(Subsidiary)"), and COMMONWEALTH EDISON COMPANY,

(" Edison"),

WITNESSETH:

WHEREAS, (Subsidiary) shall own certain electric generating units commonly known as Byron Unit 2, Braidwood Unit 1 and Braidwood Unit 2 (the " Units"); and WHEREAS, Edison is a public utility engaged in, among other businesses, the generation, purchase, transmission, distri-bution and sale of electric power and energy at wholesale and

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retails and .

WHEREAS, (Subsidiary) has agreed to sell to Edison power and energy available to (Subsidiary) from the Units, and Edison has agreed to join with (Subsidiary) in executing an agreement that will set forth in detail the terms and conditions for the sale of such power and energy by (Subsidiary) to Edison; and WHEREAS, Byron Unit 2 and Braidwood Unit 1 are expected to be placed in service on or before July 1, 1987; a

Exhibit C

b.

6 0 NOW, THEREFORE, (Subsidiary) and Edison, in consider-ation of the premises and the mutual agreements contained herein, which each of the parties hereto acknowledges to be sufficient consideration, agree as follows:

ARTICLE I TERM OF AGREEMENT 1.1 EFFECTIVE DATE. The Effective Date of this Agreement shall be July 1, 1987.

1.2 TERM. This Agreement will have an Initial Term beginning on the Effective Date hereof continuing through and including June 30, 1992. The Initial Term of this Agreement is subject to extension pursuant to the provisions of Section 5.4 of this Agreement. The parties recognize that the date for exercise of the option relative to Braidwood 2 capacity provided in subparagraph (ii) of Section 5.3 hereof falls outside such Initial Term, but nevertheless survives.

ARTICLE II UNIT CAPACITY SALE AND RESERVE RESPONSIBILITY 2.1 UNIT CAPACITY SALE. During the Initial Term of this Agreement (and any extension of such Initial Term pursuant to Section 5.4 of this Agreement), (Subsidiary) shall make available to Edison all the power and energy available from each of the Units from time to time and at any time for Edison's own use or resale to others.

. 2.2 RESERVE RESPONSIBILITY. The sale by (Subsidiary) to Edison of the output of the Units pursuant to Section 2.1 is a sale without generating capacity reserves.

ARTICLE III POINTS OF DELIVERY 3.1 POINTS OF DELIVERY. Edison shall receive and take title to power and energy produced at each Unit at the point of interconnection between the Unit and Edison's facilities.

ARTICLE IV CHARGES FOR SERVICE 4.1 RESERVATION CHARGE. During the Initial Term of this Agreement (and any extension of such Initial Term pursuant to Section 5.4 of this Agreement), Edison shall pay (Subsidiary) a base monthly reservation charge of $55,000,000 beginning with the bill for July, 1987. Such base monthly reservation chargs shall be subject to increase as provided in Section 5.4 of this Agreement.

4.2 ENERGY CHARGES. For each kilowatthour of energy delivered to Edison hereunder in any month Edison shall pay (Subsidiary) the cost of fuel (including applicable costs of leased nuclear fuel) incurred in such month to produce the energy purchased by Edison, such cost of fuel to be calculated in a manner consistent with the provisions of Edison's Illinois Commerce Commission ("Icc") fuel adjustment clause. If, in any of the periods listed on the table set forth below, (Subsidiary) produces energy from the Units in excess of

l 2 i i

! 110% of the target level for such period listed on such table [

(" Bonus Energy"), Edison shall also pay (subsidiary) an  ;

amount determined in accordance with the following formulat P

1/2 (5 - C) + C, j vherst l 5= the savings deemed to result fron  ;

! the production of Bonus Energy; and ,

I C= amounts previously credited by

? Edison to retail ratepayers pursuant  !

j to the " output Guarantee" provisions ,

of Paragraph 5 of the Memorandum of l Understanding dated February 3, 4 1987, between Edison and certain I other parties (the " Memorandum of ,

Understanding"), and not previously considered in determining compensa-

. tion for Bonus Energy or 8, which-l ever shall be less. ,

i i

! In determining whether (subsidiary) has become entitled to i

compensation for Bonus Energy, all energy' output for any period listed on the table set forth below up to the target l

level for such period shall be considered normal output and only when (subsidiary) has produced energy from the Units in such period in excess of 110% of the target level for such i period shall (subsidiary) become eligible for Bonus Energy compensation.

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TARGET LEVELS Period cumulative Period Giaawattheurs Giaavattheurs t

July-Dec 1987 6,000 6,000 1988 11,000 17,000 1989 13,200 30,200 1990 16,100 46,300 1991 18,000 64,300 Jan-June 1992 7,550 71,850 The savings deemed to be realized by Edison from the production of Bonus Energy shall be the difference between the fuel cost incurred by (subsidiary) in producing Bonus Energy and the cost Edison would have incurred in replacing such Bonus Energy. Edison, in conformity to the Memorandum of Understanding, shall determine the value of such rep 1* ace- '

ment power. The additional Bonus Energy compensation to which (subsidiary) may be entitled shall be determined no later,than 30 days following the and of the period to which such Bonus Energy compensation relates. Any such Bonus Energy compensation shall be billed to Edison i,n equal monthly installments over the 12 months succeeding the month in which such determination is made.

4.3. FIRM RATES. The rates for service specified herein, as they may be increased as expressly provided for in section 5.4, shall remain in effect C ring the Initial Term of this Agreement and any extension thereof pursuant to section 5.4, and shall not be subject to change through application to the Federal Energy Regulatory Commission ("FERC") pursuant to the provisions of section 205 of the Federal Power Act absent the r

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agreement of the parties hereto. Similarly, the pricing mechanisms specified in Article V shall not be subject to change through application to the TERC pursuant to such provisions of the Federal Power Act.

ARTICLE V OPTIONS 5.1 EXERCISE OF OPTIONS. Edison shall have the options specified in Sections 5.2, 5.3 and 5.4 below to purchase power and energy from (Subsidiary) after the Initial Term of this Agreement. Except as otherwise provided in Section 5.4 below, each such option is exclusive of the others, and the option selected by Edison must be exercised by Edison no later than the close of business, Honday, July 1, 1991.

5.2 MOST TAVORED NATION STATUS (Option a) . During the period June 30, 1992, through June 30, 2012, Edison may purchase power and energy from (Subsidiary) produced from the Units, when and as available from the Units and subject to prior sale to others, at any time and from time to time at prices subject to the jurisdiction of the FERC but subject to Edison's rights described in Appendix A to this Agreement.

Nothing contained in this Section 5.2 shall be deemed to

,; deprive the ICC of any authority it may have to approve contracts for the purchase of such power and energy or to review the prudence of such purchases. If the TERC is without or disclaims jurisdiction with respect to the rates at which such sales are to be made by (Subsidiary) to Edison, the rates agreed upon by the parties shall be submitted to the Icc for review under section 7-101 of the Illinois Public Utilities Act and the rates agreed upon by the parties, as they may be modified by the ICC upon review, shall be the basis upon which Edison shall compensate (subsidiary).

5.3 NEW AGREEMENT (option b). (i) Edison shall have the option to contract with (Subsidiary) to purchase not less than the entire output of Byron Unit 2 for the remainder of its useful '

life and, if it does so, to also purchase such amount of power (in blocks of 100 megawatts) from Braidwood Unit 1 over the remainder of its useful life as Edison shall designate at the time of exercise of this option. If Edison elects to purchase any amounts of power from Braidwood Unit 1 pursuant to this section 5.3, Edison shall have the further option to reduce the amounts of power (in blocks of 100 megawatts) that Edison is obligated to purchase from Braidwood Unit 1, any such reduction to bn effective on July 1, 1997 or, if Edison has previously exercised the option provided for in section 5.4 of this Agreement, effective on July 1, 2000, in either case by giving notice of such reduction 12 months prior to such effective date. Edison shall purchase such power, and the energy associated therewith, at rater datermined using traditional not original cost rate base / rate of return regulation and accounting for fuel and all other costs of production, all as determined by the FERC from time to time.

If the FERc is without or disclaims jurisdiction with respect

b to such rates, or declines to make such a not original cost rate base / rate of return determination, such determination as made by Edison and (Subsidiary) shall be submitted to the ICC for review under Section 7-101 of the Public Utilities Act, and the determination of the parties, as it may be modified by the ICC upon such review, shall be the basis upon which Edison shall pay (Subsidiary). In the event that Edison exercises its option to reduce its purchases from Braidwood Unit 1, the amount payable to (Subsidiary) shall be reduced

, to reflect such reduction effective as of the date of such l reduction.

l (ii) If Edison has elected to purchase the output of Byron Unit 2 and at least a part of the output of Braidwood Unit 1 l under this section and has not elected to reduce the amount of power produced by Braidwood Unit 1 to be purchased under this s' action, Edison shall have the further option to elect on December 1, 1998, to purchase not less than the entire output of Braidwood, Unit 2 during the period Jahuary 1, 2000 through the remainder of the useful life of Braidwood Unit 2.

In the event Edison exercises the option to purchase the output of Braidwood Unit 2, it shall not thereafter have any option under this Agreement to reduce the amount o' power Edison is obligated to purchase from Braidwood Unit 1. For power, and associated energy, produced from Braidwood Unit 2 Edison shall pay (subsidiary) the greater of (1) the market value of such power and energy as determined by reference to k_.______________.__.___.__.._ - - - - - - _ - - - _

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third-party, arms length, long-term firm power purchase contracts commencing approximately January, 2000, or (2) rates determined using traditional not original rate base / rate of return regulation and accounting for fuel and all other costs of production, all as determined by the TERC.

If the TERC is without or disclaims jurisdiction with respect to such rates, or declines to make such a determination of market value or not original cost rate base / rate of return rates, such determinations as made by Edison and (Subsidiary) shall be submitted to the ICC for review under Section 7-101 of the Public Utilities Act, and the determinations of the ,

parties, as they may be modified by the ICC upon such review, shall be the basis upon which Edison shall pay (subsidiary),

except as otherwise provided in this section.

5.4 EXTENSION OPTION (option c). Edison shall have the option to defer'until the close of business on Friday, July 1, 1994, the time by which it must exercise the option provided in Section 5.2 above og the option provided for in Dection 5.3 r above. If Edison exercises the option provided for in this section 5.4, the Initial Term of this Agreement shall be extended, and the entire output of the Units shall continue to be available to Edison, to and including June 30, 1995, and the monthly payment required to be made by Edison under Section 4.1 of this Agreement shall be increased by an amount equal to 1/12 of the annual retail rate increase to which Edison shall be entitled as a consequence of its election, at

the direction of the ICC, to exercise the option provided by this Section 5.4. The bonus provision of Section 4.2 shall not apply during the period of such extension. Particularly, but not in limitation of the foregoing, the capacity of Braidwood 2 shall remain subject to the option specified in Section 5.3 (ii) above (being part of Option b as set out in

" Options After 5 Years" in Paragraph 5 of the Memorandum of Understanding dated February 3,1985) .

5.5 DEFAULT OPTION. (Subsidiary) recognizes that Edison has agreed with others to be directed by the Icc in its exercise of the options provided in sections 5.2, 5.3 and 5.4 above.

In the event that Edison has filed with the Icc a request for such direction no later than 12 months prior to the applicable option exercise date, and the ICC has failed to direct Edison with regard to any such exercise, Edison shall be dee'med to have elected to contract to purchase the entire output of Byron Unit 2 for the remainder of its useful life and 50% of the entire output of Braidwood Unit'l for the remainder of its useful life beginning on the date 12 months following the applicable exercise date. In the event this section 5.5 becomes operative, Edison shall have no further options under this Article V and the rates for power for which Edison has so contracted shall be deternined as provided in section 5.3 with respect to the output of Byron Unit 2 and Braidwood Unit 1.

o .

ARTICLE VI BILLING 6.1 STATEMENTS. As soon as practicable after the end of each I

calendar month, the Parties shall cause to be prepared a statement setting forth the energy delivered by (subsidiary) to Edison from each Unit and the cost of fuel t-incurred by (subsidiary) in producing such energy during such month. If necessary, the cost of fuel any be determined on an estimated basis and adjusted retroactively once the actual cost of fuel incurred in such month is known. Generally accepted practices and methods of accounting and billing for energy transactions between interconnected systems shall be ,

followed in preparing such statements. '

6.2 BILLS. As soon as practicable after preparation of the monthly statement provided for in section 6.1 above, (subsidiary) shall render to Edison a bill for the amounts due (subsidiary) by Edison for anergy purchased in the month  ;

covered by such statement, the capacity reserva' tion charge

for such month and any Bonus Energy compensation due (subsidiary) pursuant to'Section 4.2 of this Agreement.

Edison shall pay (subsidiary) the amount due within 15 days of the date of the bill. Unless otherwise agreed upon, a i calendar month shall be the standard monthly period for the purposes of settlement under this Agreement.

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1 ARTICLE VII

' METERS AND METERING 7.1 METERS. Electric power and energy interchanges at each point l of delivery shall be measured by suitable setering equipment provided by Subsidiary.

7.2 TESTING. Such metering equipment shall be tested by Edison at suitable intervals as specified by the parties from time to time, such intervals not to exceed 12 months. The i

! accuracy of registration shall be maintained in accordance with sound operating practice.

7.3 SILLING CORRECTIONS. If, as a result of any test, any meter i

shall be found to be registering more than two percentage points above or below one hundred percent accuracy, the account between the parties hereto shall be corrected, for a j

period equal to one-half of the elapsed time since the last f prior test, according to the percentage of inaccuracy so l

found, except that if the aster shall have become defective or inaccurate at a> reasonably ascertainable time since the l t

i 4 last prior test of such noter, the correction shall extend f back to such time. Should metering equipment at any time I i

' fail to register, the energy delivered shall be determined

- C.*:'*'"'..f rom the best available data. ,

5 ARTICLE VIII '

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT, t AMENDMENTS AND SPECIAL TERMINATION RIGHT 4.1 CONDITIONS PRECEDENT.

The effectiveness of this Agreement is f conditioned upon the approval or acceptance for filing of  !

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0 0 this Agreement by any regulatory authority having jurisdic-tion and the approval by the ICC of Edison's sale of the Units to (Subsidiary).

8.2 FERC ACCEPTANCE FOR FILING. (subsidiary) and Edison mutually recognise and agree that this Agreement will be filed with the Federal Energy Regulatory Commission and (Subsidiary) and Edison agree jointly to roguest acceptance for filing of this Agreement without suspension by the FERC. In this connec-tion, Edison and (Subsidiary) agree that each of them will execute any and all documents, duly authorize all officers or agencies, and do all of the things necessary and appropriate to secure acceptance for filing of this Agreement by the FERC without suspension, or change or modification of the terms hereof, no later than July 1, 1987.

8.3 AMEND ENTS. This Agreement may be amended only upon mutual agreement of the parties. Any such amendment shall be in writing and will be effective as of the date set forth in the order of any regulatory authority, or other governmental agency having jurisdiction, approving or accepting for filing such amendment or any portion thereof that is required to be approved or accepted.

8.4 SPECIAL TERMINATION RIGHT. If, for any reason, Edison is not permitted to place in effect or maintain the rates provided for in the Memorandum of Understanding, Edison shall have the  ;

right to terminate this Agreesent, such termination to be effective when and as specified by Edison.

ARTICLE IX MISCELLANEOUS 9.1 GOVERNING LAW. The validity, interpretation and performance of this Agreement and each of its provisions shall be gov-erned by the laws of the state of Illinois, except to the extent that this Agreement shall be subject to federal law.

9.2 COUNTERPARTS. Any number of counterparts of this Agreement may be executed and each shall have the same force and effect as the original.

9.3 NOTICES. Any notice, demand or request made by a party to the other party pursuant to any provision of this Agreement shall be made in writing and shall be delivered either in person, by prepaid telegram or by registered or certified mail to the officer at the address listed below, provided that each party may from time to time change the designated recipient or the address or both, to be used for the giving to it of any such notice, demand or request, by giving written notice of such change to the other party.

T0 (Subsidiary):

TO Edison 9.4 SECTION HEADING 8 NOT TO ATTECT MEANING. The descriptive headings of the various Articles and sections of this Agree-ment have been inserted for convenience only and shall not modify or restrict any of the terms and provisions thereof.

o, .

9.5 FURTHER ASSURANCES. From time to time after the execution of this Agreement, each party shall execute such instruments, upon the request of the other, as may be necessary or appro-priate to carry out the intent of this Agreement.

9.6 WAIVERS. Any waiver by either party of its rights with respect to a default under this Agreement, or with respect to any matter arising in connection with this Agreement, shall not be a waiver of any subsequent default or matter.

\

9.7 COMPUTATION OF TIME. In computing any period of time prescribed or allowed by this Agreement, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a saturday, sunday, or legal holiday, in which event the period shall run until the and of the next business day which is not a saturday, sunday, or legal holiday.

9.8 SURVIVCRSHIp or CBLIGATIONS. The termination of this Agreement shall not discharge any party from any obligation it owes to the other party under this Agreement by reason of any transaction, loss, cost, damage, expense or liability which shall have occurred or arisen after the effective date of tr' Tgreement, but prior to such termination. It is the intent of the parties that any such obligation owed (whether the same shall be known or unknown as of the termination of this Agreement) will survive the termination of this Agreer nt.

9.9 Subsidiary hereby agrees to be bound by the obligations imposed on it by the Memorandum of Understanding as if it were an original signatory thereto.

IN WITNESS WHER20F, the parties have caused this Agreement to be executed by their respective authorised officers and their respective corporate seals to be affixed hereto as of the date first above written.

ATTEST COMMONWEALTH EDISCN COMPANY -

By secretary (Title) ,

ATTEST (subsidiary)

BY secretary , (Title) e e

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Accendix A "Most Favored Nations"

' During the 20-year period June 30, 1992 through June 30, 2012 Edison under Section 5.2 of this Agree =ent shall have the rights set forth in paragraphs (A) and (B) below.

(A) If Edison is purchasing power under a Contract with the Subsidiary (" Pre-Existing Edison Contract") and the Subsidiary enters into a contract to sell power to a Third Party (" Third Party Contract") which is comparable to the Pre-Existing Edison Contract, but contains more favorable prices or payment terms, Edison may elect to have the price and payment terms of the Third Party Contract substituted for the prices and payment terms of the Pre-Existing Edison Contract. A Third Party Contract shall be considered to be " comparable" only ift

f. It is effective over approximately the same calen-dar time period as the Pre-Existing Edison Contract.

II. Any other, difference between the ter=s and condi-tions of the Third Party Contract (excluding price and payment terms) and those of the Pre-Existing Edison Contract does not significantly affect (i) the subsidiary's cost of providing ser-vice, (ii) the quantity or type of service to be provided, (iii) the benefits obtained by the subsidiary, or (iv) the risks under-taken by the Subsidiary.

Edison shall have no right to substitute only the price nr payment terms of the Third Party Contract for those of the Pre-I

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s Existing Edison Contract, it being understood that Edison's eiec-tion under this paragraph is limited to substitution of both the

-payment and price terms of the Third Party Contract for-those of the Pre-Existing contract.

B. If the Subsidiary enters into a Third Party Con-tract and Edison advises Subsidiary that it desires to purchase power under a comparable contract, the subsidiary will offer power to Edison under a comparable contract, if such power is available from the Units. For purposes of this paragraph, a contract will be considered to be comparable to the Third Party contract only if its terms and conditions are materially the same as those of such Third Party contract excepting only such terms and conditions as do not significantly affect (i) the Subsidiary's cost of providing ,

service, (ii) the quantity or type of service to be provided, (iii) the amounts, form and timing of payments, (iv) the benefits obtained by the subsidiary or (v) the risks undertaken by the subsidiary. No such comparable contract shall relieve Edison of any of its obligations under any Pre-Existing Edison Contract.

Upon the execution of any Third Party Contract, the subsidiary will give Edison notice of same and furnish copy of same to Edison within 30 days of the execution of said Third Party contract.


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t CONSTRUCTION AND OPERATING AGREEMENT Agreement dated as of , 1987, between

, (" Subsidiary") and Commonwealth Edison Company (" Edison"). Subsidiary and Edison agree as fol-lows:

1. Recitals. In accordance with an agreement entitled Memorandum of Understanding, dated February 3, 1987' ,

among Edison, the Governor of the State of Illinois, the Attorney General of the State of Illinois, the State's Attorney of Cook County and other parties (the " Memorandum"), Edison has agreed to transfer its nuclear generating facilities known as Byron Unit 2 and Braidwood Units 1 and 2 (the " Units") to subsidiary. The real estate'and facilities constituting the Units are more particularly described in the Facilities Transfer Agreement. ,

Edison has also agreed that it would complete and op'erate the Units transferred to subsidiary as agent for subsidiary.

2. Comolation of construction. Edison agrees to complete the construction of the Units as soon as is commercially

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a;fe'as:fbieIin accordance with the Construction Permits issued by the United States Nuclear Regulatory Commission ("NRC"). In this regard, Edison shall, and Subsidiary irrevocably authorizes Exhibit D h - - -

h.

Edison to, make such contracts, agreements and modifications to existing contracts and take such other actions as Edison, in its sole discretion, considers necessary or appropriate to complete the construction of the Units and their preparation for commercial service, subsidiary will cooperate with Edison in i connection with its duties under this paragraph, including, without limitation, applications for authorizations, permits or licenses and the execution of such other documents as may be reasonably required.

3. construction Payments. Edison shall be respons-ible for making arrangements for the payment of all costs and obligations incurred in connection with the construction of the Units. The costs incurred by Edison in connection with such construction up to the in-service date of the Units shall be
deemed to be a contribution to capital by Edison as sole shareholder of subsidiary.

Edison shall also be responsible for making arrange-l ments for payment of all costs and obligations incurred after the in-service date, in connection with the construction of any l

needed replacements, modifications, additions, retrofits or l similar improvements with respect to the Units. Edison shall bill subsidiary for these costs. To the extent practicable, the billings shall be at such times as shall be appropriate to put the amounts billed in Edison's hands at the times disbursements are made. To the extent such billing is not practicable, Edison l

l -

. shall have the right to bill Subsidiary for Capital Costs.

" Capital Costs" means a return on Edison's unamortized 3 investment in the item in question, at a rate equal to that which i

Edison has been authorized to earn on rate base in its then most recent general rate order promulgated by the Illinois commerce Commission (such rate to vary when and as such Commission i

promulgates new orders) and, in the case of investment in depreciable (or otherwise amortizable) property, amortization of the value of such investment in accordance with the basis then used by Edison in respect of similar property includable in Edison's retail rate base.

Subsidiary may require Edison to provide Subsidiary with a statement showing in reasonable detail the basis for the computation of any bill, at or about the time the bill is l

l rendered to Subsidiary. The existence of a dispute between Edison and Subsidiary with respect to the proper amount of any bill shall not relieve Subsidiary of its obligation to pay the bill when due. All bills shall be subject to audit and later correction if in error.

4. Oceration and Maintenance. Edison shall operate and maintain the Units in accordance with the terms of the applicable NRC Operating Licenses, taking all steps which it considers necessary or appropriate for that purpose, including, but not limited to, (a) manning the Units with its own employees, (b) making and modifying contracts with third parties, (c) l

_3

. o l securing and keeping in effect all necessary licenses and other governmental authorizations, (d) preparing and maintaining reports and records required by governmental authority or necessary or appropriate to properly account for the costs and expenses of operation and maintenance of the Units, (e) providing purchasing, engineering and other support services associated with the operation of the Units, (f) procuring and maintaining such liability and property insurance as may be required by law or may be otherwise considered to be desirable by Edison and (g) providing off-site electrical power to the Units as described in Section 8.2 of the Safety Evaluation Reports for Byron Station dated February, 1982, and the Braidwood Station j dated December, 1933, as amended from time to time. During the Priority Period applicable to a Unit, Edison will treat such Unit on the same basis as its own units, allocating personnel and other resources, dispatching and establishing priorities for activities and resources among the Unit and Edison's own units as though Edison owned the Unit. The " Priority Period" applicable to a Unit is the Rate Moratorium Period (as defined in the Memorandum) and any subsequent period during which Edison is purchasing output from such Unit under a contract entered into I

pursuant to subparagraph (b) of paragraph 5 of the Memorandum.

During any other period Edison will operate and maintain a Unit in accordance with accepted utility practices.

Edison shall also construct any needed replacements, modifications, additions, retrofits or similar improvements to

the Units, whether required before or after completion of the Units, and shall retire and decommission the Units upon the expiration of their useful lives, salvaging any useful parts of the Units. Subsidiary will cooperate with Edison in all activities in connection with the operation and maintenance of the Units, including, without limitation, applications for authorizations, permits and licenses and the execution of such I other documents as may be reasonably required.

5. Oceration and Maintenance Costs. Edison shall be responsible for making arrangements for the payment of all costs and obligations incurred in connection with the operation and maintenance of the Units, including without limitation, all costs associated with materials and supplies inventories used for the Units an'd the disposal of nuclear fuel used in the Units, irrespective of the identity of the owner of such fuel. Edison shall bill Subsidiary for these costs. To the extent practicable, the billings shall be at such times as shall be I appropriate to put the amounts billed in Edison's hands at the l

times disbursements are made. To the extent such billing is not practicable, Edison shall have the right to bill Subsidiary for capital Costs. Sub 'liary may require Edison to provide l . Subsidiary with a statement showing in reasonable detail the l basis for the computation of any bill, at or about the time any I

bill is rendered to subsidiary. The existence of a dispute i between Edison and Subsidiary with respect to the proper amount i

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of any bill shall not relieve Subsidiary of its obligation to pay the bill when due. All bills shall be subject to audit and later correction if in error.

6. Nuclear Fuel. Nuclear fuel may be leased or subleased by Edison to Subsidiary. In the case of fuel subleased to Subsidiary, Subsidiary shall pay to Edison a rental equal to the amounts payable by Edison in respect of such fuel under Edison's lease of such fuel. To the extent practicable, such rental payman,ts shall be due at such times as shall be appropriate to put the amounts billed in Edison's hands at the times Edison makes its rental payments. In the case of nuclear fuel leased by Edison to subsidiary, Subsidiary will pay to Edison a rental equal to the Capital Costs applicable to such fuel.
7. Allocation of Overhead. Subsidiary recognizes that under this Agreement Edison will incur expenses associated with its management and supervisory duties which are not fully i

! compensated in the Construction Costs and Operation and Mainten-ance Costs provided for above. Accordingly, Subsidiary agrees to pay Edison annually an alloc-kie portion of its management and supervisory overhead costs with respect to each of the Units, to l

be determined in accordance with the following formula:

U

--- X A and G T

Where:

"U" means the total construction expenditures and operating expenses of the Unit in question for that fiscal year; "T" means Edison's total construction expenditures and i

operating expenses for that fiscal year including all such expenditures made in connection with this

l i Agreement; and "A&G" means the total of Edison's Administrative and General l

l Costs, as reflected in Edison's books of accounts maintained in accordance with applicable regulatory requirements, including applicable pension provisions, other employee benefits and payroll taxes, and

-- - ny, :; .v;-- executive management's sal.:*: irs and the expenses of their offices for that fiscal year.

With respect to each Unit " fiscal year" means that part of each calendar year during the term hereof which is subsequent e

to the in-service date of the Unit and prior to completion of its decommissioning and retirement. Edison shall bill Subsidiary for its allocable share of management and supervisory overhead costs within 30 days after the close of each fiscal year. Subsidiary shall make payment to Edison within ten days after receipt of the bill.

8. Byron Station Common Plant and Common Costs.

Edison shall make the real estate and facilities designed, constructed or used as common plant for both units of the. Byron j Station available when and as required for operation and maintenance of Byron Unit 2. Subsidiary agrees to pay to Edison

> for the use of such common plant a menthly rental charge equal to 50% of the Capital Costs applicable to such common plant.

To the extent practicable, costs properly assignable to J a Unit at the Byron Station shall be assigned to the owner of such Unit. Fifty percent of 5perating and maintenance costs not raadply allocable to a Unit shall be allocated to Byron Unit 2.

1 The parties recognize that there are facilities associated with each of the generating units at the Byron Station which are not classified as common plant but which are, from time to time, used in connection with the operation of both units.

such facilities will continue to be so used throughout the remaining useful lives of such generating units. During the l

Priority Period applicable to Byron Unit II, neither party shall be obligated to compensate the other for such use. For any

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period thereafter, the parties will agree to an appropriate method of sharing the use of, and costs associated with, such facilities.

I

9. Scare Ecuiement. Edison will make available to Subsidiary for use in connection with the Units spara equipment and parts maintained in connection with Edison's units.

Subsidiary will make available to Edison for use in connection ,

with Edison's units spara equipment and parts maintained in connection with the Units. The party receiving any such spara equipment or parts shall compensate the other party either in cash or by providing like equipment or parts, at the election of the party providing such equipment or parts. If payment is to be made in cash, such payment shall be equal to the original cost of the item in question. At any time after the Rate Moratorium

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Period (as defined in the Memorandum), either party may terminate the obligations to make equipment and parts available under this paragraph. .

10. Access. Subsidiary shall at all times provide Edison, its employees, independent contractors and other

- authorized invitees with access to the Units for such corposes as

- Edison, in its sola discretion, considers appropriate, including access to the NRC to assure compliance with NRC regulations.

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. 11. Term. Except as otherwise provided in paragraph 12, this Agreement will continue in force until the earlier of (a) the retirement of all of the Units or.(b) such date as is provided for by Edison and Subsidiary in a written agreement to the effect that this Agreement is terminated.

12. Termination. Edison may terminate this Agreement if Subsidiary becomes insolvent or generally fails to pay, or admits in writing its inability to pay, debts as they become due; or Subsidiary applies for, consents to or acquiesces in the appointment of, a trustee, receiver or other custodian for Subsidiary or any property thereof, or makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for Subsidiary or for a substantial part of th4 property of Subsidiary and is not discharged within 30 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding,under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced in respect of Subsidiary, and if such case or proceeding is not commenced by Subsidiary it is consented to or acquiesced in by Subsidiary or remains for 30 days undismissed; or Subsidiary takes any corporate action to authorize, or in furtherance of, any of the foregoing.

_--. - - _ - - - ~. - . . . - - . - - _--- - _ . -_ _

Subsidiary may terminate this Agreement as to any Unit, upon twelve months' prior written notice to Edison of Subsid-iary's determination to terminate with respect to such Unit provided that no such termination may be effective prior to the and of the Priority Period applicable to such Unit.

The foregoing termination rights shall be in addition to any other rights the parties may have arising out of any fact or circumstance referred to in this paragraph or arising out of any default. No such termination shall relieve Edison of any obligation it may have as a licensed operator of the Units or as otherwise may be imposed on Edison by the NRC or by operation of law with respect to safety of construction, operation, maintenance, shutdown or decommissioning of the Units.

f i'

13. Acenev. Subsidiary hereby appoints Edison as subsidiary's agent for the purpose of completing construction of f the Units and operating and maintaining them undar the terms of this Agreement; and, it is expressly understood that in so constructing, operating and maintaining the Units, Edison will be i

acting solely as agent for subsidiary and not as a principal.

This Agreement shall not create any rights in any person, other than Edison and Subsidiary, whether as a third party beneficiary or otherwise. Edison shall have no obligation hereunder to anyone other than Subsidiary and subsidiary shall have no right to assign, convey, pledge or otherwise transfer any of its rights hereunder without the prior written consent of Edison. Nothing i

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e contained herein shall operate to limit any obligation Edison may have as a licensed operator of the Units, or as otherwise may be imposed on Edison by the NRC or by operation of law with respect to the safety of construction, operation, maintenance, shutdown or decommissioning of the Units.

14. Miscellaneous.

(a) The validity, interpretation and performance of this Agreement and each of its provisions shall be governed by

. the law of the State of Illinois as though all acts or omissions occurred in that State. This Agreement is subject to the ap-proval of any regulatory authority required by law.

(b) The section headings included in this Agree-ment have been inserted for convenience of reference only and shall in no way affect the interpretation of this' Agreement.

(c) This Agreement may not be amended except by a written instrument executed by Edison and Subsidiary.

(d) This Agreement may not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld.

(a) This Agreement is subject to approval by the Illinois Commerce Commission and shall only become effective upon such approval.

- - - = _ - .. . - . -. . - _ - . - . . - ~ . .. _- -. - . . - - - .. - . . . . - - . - _ .

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Executed this day of , 1987.

COMMONWEALTH EDISON COMPANY By:

1 Its:

[ SUBSIDIARY) .

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4 By: l Its:

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. o FINANCING AGREEMENT COMMcNWIALTH EDISON COMPANY, (" Edison"), and

, (" Subsidiary"), in censideration of those matters set forth in Article I hereof agree as follows:

ARTIctr T Recitals (a) Edison owns 100% of the outstanding equity securi-ties of Subsidiary.

(b) Edisen and Subsidiary are parties to a Tacility Transfer Agree =ent, a construction and operating Agreement, a,7d a Power Supply Agree =ent, all of even date herewith. Pursuant to those agree ents, Edison will transfer to Subsidiary the facilities cc==enly referred to as Byron Unit 2 and Braidwood Units 1 a.5d 2 (cc11ectively the " Units"), and as agent for Subsidiary, complete construction of the Units, operate and .

maintain the Units, and censtruct any modifications.thereto required for their centinued operation, and, for at least 5 years, will have the right to purchase all of the power generated thereby. In order to perform its obligations under those agreements, Subsidiary may be required to make expenditures in excess of the revenues received by it from sales of pcwer.

Exhibit E

ARTICLE II Fundina

1. On or before July 1, 1987, Edison will make a cash contribution to the capital of subsidiary in the amount of

$25,000,000 to provide working capital. Thereafter, from time to time, and at subsidiary's request, Edison will make available to subsidiary such funds as may be necessary to enable Subsidiary to comply with any obligation it may have with respect to safe construction, operation, maintenance, shutdown or decommissioning of the Units; provided that nothing herein contained shall be construed as obligating Edison to provide funds to enable subsidiary to continue or resume operation of the Units, or any of them, when Edison believes that continued or resumed operation is uneconomical.

2. From time to time, and at Subsidiary's request, Edison may make available to subsidiary such funds as may be nece'ssary to enable subsidiary to perform its obligations in respect of the agreements referred to in Article I, or to fulfill l any other obligation Subsidiary may come to have arising out of or relating to ownership or operation of the Units.

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ARTICLE III l Conditions i

At Edison's option, funds to be provided hereunder shall be made available in the form of (1) loans bearing interest at a rate not to exceed 250 basis points above Edison's then most i

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/ recent borrowing of similar duration; (2) non-interest bearing capital advances; or (3) capital contributions.'

ARTICLE IV Term This Agreement shall continue in full force and effect during the term of the construction and operating Agreement referred to above.

ARTICLE V Limitations (a) The obligations of Edison to provide funding under paragraph 1 of Article II and its right to provide other funding hereunder shall be subject to approval of this Agreement by the Illinois commerce commission.

(b) This Agreement shall not create any rights in any person, other than Edison and Subsidiary, whether as a third party beneficiary or otherwise. Edison shall have no obligation hereun-der to anyone other than Subsidiary and Subsidiary shall have no right to assign, convey, pledge or otherwise transfer any of its rights hereunder without the prior written consent of Edison.

(c) Subsidiary shall not use any of the funds provided to subsidiary hereunder for any purpose other than those specified in Article II.

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Dated at , Illinois, the day of

, 1987.

COMMONWEALTH EDISON COMPANY By By O

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j8 UNITED STATES r' 'n NUCLEAR REGULATORY COMMISSION g WASHINGTON, D. C. 20555

  • COMMONWEALTH EDISON COMPANY f DOCKET BRAIDWOOD NO. STN 50-456 STATION, UNIT 1 FACILITY OPERATING LICENSE CC'** M N Y C Eld T R A L .t. t.L n N o t s EL ec ra t e- G e NG A A TING License No. NPF-70 ,
1. The Nuclear Regulatory Commission (the Comission or the NRC) has found _

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A. The application 4for a license filed by Commonwealth Edison Company w 1 complies with the standards and requirements of the (co - lic.nse s.5Kthe ' h - :: Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Construction of Braidwood Station, Unit 1 (the facility) has been substantially completed in conformity with Construction Permit No.

CPPR-132 and the application, as amended, the provisions of the Act and the regulations of the Comission; C. The facility will operate in conformity with the apolication, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.0.

below);

D. There is reasonable assurance: (il that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and fii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I (except as exempted from compliance in Section 2.D. below);

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,O l E. Commonwealth Edison CompanyKis technically qualified to engage in c,#, %

the activities authorized by this license in accordance with the Comission's regulations set forth in 10 CFR Chapter I; ,

F. Commonwealth Edison Conoany has satisfied the applicable provisions of 10 CFR Part 140, " Financial Protection Requirements and Indemnity Agreements," of the Comission's regulations; ExhN+ P

G. The issuance of this . license will not be inimical to the comon defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Facility Operating License No. NPF-70, subject to the conditions for prot.ection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and .

I. The receipt, possession, and use of source, byproduct and special nuclear material as authorized by this license will be in accordance with the Comission's regulations in 10 CFR Parts 30, 40 and 70.

2. Based on the foregoing findings regarding this facility, Facility .

Operating License No. NPF-70, which supercedes Facility Operating License O No. NPF-59 issued on October 17, 1986, is hereby issued to Ces e m alth + he. N o.

c a -liannasEdw c:rpay (9 m &) to read as follows:

u'm A. This license applies to Braidwood Station, Unit 1, a pressurized gN water reactor, and associated equipment (the facility) owned by L e Commonwealth Edison Company,+ The facility is located in north - $% .{* sgWA and Ceecal eastern Illinois, 3 miles southwest of the Kankakee River, 20 miles i stu..h shM. south-southwest of the town of Joliet, and 60 miles southwest of 6

, Chicago, Illinois. The facility is within Reed Township, Will  ;& k (t o'\ t

, b ' #.^3 County, Illinois and is described in the Byron /Braidwood Stations' o C'W * ^ %

Final Safety Analysis the Environmental Report, Report, as supplemented as supplemented and amended.and amended, d and ,*.4 in .c j p' 3 r 'N 4*4 B. Subject to the conditions and requirements incorporate'd herein, ,jy'*3 the Commission hereby licenses: v g g ,

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(1) C =. ::lth Cu,isun Cea+any (CCCo), pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, use and t

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operate the facility at the above designated location in 'O o 42 N Will County, Illinois, in accordance with the procedures * *

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and limitations set forth in this license;

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! j k4 cs Ik.mse<.s, (2) GEftr,A pursuant to the Act and 10 CFR Part 70, to receive, 4 v .c f possess and use at any time special nuclear material as reactor fuel, in accordance with the limitations for -fU E44, <, j ' *{

storage and amounts required for reactor operation, as 43 #g described in the Final Safety Analysis Report, as 0 0 fy supplemented and amended;  % o f e* .,' yt ca. I;c emsu, gc4 o (3) GECtr,4 pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use at any time any byproduct, a w{S 4 e&

source and special nuclear %aterial as sealed neutron ."+ 3 t j sources for reactor startup, sealed sources for reactor  ;, 4.g ,gI instrumentation and radiation monitoring equipment a;2 ,

calibration, and as fission detectors in amounts as s tt required; " "

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(4) GEGe,^ pursuant to the Act and 10 CFR Parts 30, 40 and 70, -

to receive, possess, and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample [

analysis or instrument calibration or associated with e '.

radioactive apparatus or components; and ,

j

' ca -tu m sses, (5) tEctr,^ pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess, but not separate, such byproduct and special ,

nuclear materials as may be produced by the operation of the facility. .

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C. This license shall be deemed to contain and is subject to the conditions specified in the Comission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

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(1) Maximum Power Le' vel E d h er1 COMpe d y (CE*) ,

co.nmenwedLQ^1s

he ' f rence authorized to operate the facility at reactor core power levels not in excess of 3411 megawatts themal (100 percent rated power) in accordance with the conditions specified herein and other items identified in Attachment 1 to this license.

The items identified in Attachment 1 to this license shall be completed as specified. Attachment 1 is hereby incorporated

' into this license., Pending Commission approval, th's license is restricted to power levels not in excess of five precent of rated power (170 megawatts thermal).

(2) Technical Specifications and ' Environmental Protection Plan The Technical Specifications contained in Appendix A and the Environmental Protection Plan contained in Appendix B, both of whichareattachp4pfreto,areherebyincorporatedintothis license. The ' h = :c shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

(3) Emercency Planning In the event that the NRC finds that the lack of progress in completion of the procedures in the Federal Emergency Management Agency's final rule, 44 CFR Part 350, is an indication that a major substantive problem exists in achieving or maintaining an adequate state of emergency preparedness, the provisions of 10 CFR Section 50.54(s)(2) will apply.

7 (4) Initial Startup Test Procram Any changes to the Initial Test Program described in Section 14 of the FSAR made in accordance with the provisions of 10 CFR 50.59 shall be reported in accordance with 50.59(b) within one month of '

such change.

(5) Reoulatory Guide 1.97, Revision 2 Compliance 4 Ce ce Th: li =n::: shall submit the final report and a schedule for implementation within six months of NRC approval of the DCRDR.

1

, D. The facility requires an exemption from the requirements of Appendix J to 10 CFR Part 50, Paragraph III.D 2(b)(fi), the testing of containment air locks at times when containment integrity is not reautred (SER Section 6.2.6). This exemption is authorized by law, will not present an undue risk to the public health and safety, and is consistent with the comon defense and security. This exemption is hereby granted.

The special circumstances regarding this exemption are identified in the referenced section of the safety evaluation report and the

- supplements thereto. This exemption is granted pursuant to 10 CFR 50.12.

With this exemption, the facility will operate, to the extent authorized ,

herein, in conformity with the application, as amended, the provisions of the Act, and the rules and regulations of the Comission.

q_g - ? ic eksssG An exemption was previously granted pursu to su CFR 70.24. The exemption was granted with NRC material cens( No. SNM-1938, issued

,' October 8,1985, and relieved the 'f eesee from{the . requirement of having a criticality alarm system. Therefore, the 'i:=::: is exempted from the criticality alarm system provision of 10 CFR 70.24 so far as this section applies to the storage of fuel assemblies held under this license.

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E. " 'ic-ensee shall implement and maintain in effect all provisions of the approved fire protection program as described in the  ;

! Final Safety Analysis Report, as supplemented and amended, and as approved in the SER dated November 1983 and its supplements, subject to the following provision:

ce co Th: !!:=:= may make changes to the approved fire protection program without prior approval of the Comission, only if those i changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

co-tn.ensu.t F. The if:;n; :^shall fully implement and maintain in effect all provisions of the physical security, guard training and qualification,  :

and safeguards contingency plans previously approved by the Commission and all amendments and revisions to such plans made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The plans, which

! contain Safeguards Information protected under 10 CFR 73.21, are i

entitled: "Braidwood Station Physical Security Plan, Security

! Personnel Training and Qualification Plan,* and Safeguards Contingency Plan *" with revisions submitted through May 27, 1986.

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f.- O t en.s e t-O G. Except as otherwise provided in the Technicjl Specifications or Environmental Protection Plan, the license, shall report any violations of the requirements contained in Section 2.C of this ,

license in the following manner: initial notification shall be made within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> to the NRC Operations Center via the Emergency .

Notification System with written followup within thirty days in  ;

accordance with the procedures described in 10 CFR 50.73(b), (c), i and(e).  !

c. - t han n..s i H. The41;;n;;;4shall have and maintain financial protection of such  ;

type and in such amounts as the Comission shall require in .t accordance with Section 170 of the Atomic Energy Act of 1954, as  :

amended, to cover public liability claims.

I. This license is effective as of the date of issuance and shall expire at midnight on May 21 , 2026.

i FOR THE NUCLEAR REGULATORY COMMISSION M F.

Thomas E. Murley, Director Office of Nuclear Reactor Regulation ,

Attachments:

1. Work Items to be completed
2. Appendix A - Technical Specifications (NUREG-1261)
3. Appendix B - Environmental Protection Plan Date of Issuance: May 21, 1987 ,

ADMINISTRATIVE CONTROLS 6.1 RESPONSIBILITY # g g ,,, m , f 4 g gf3,,

6.1.1 TheStationManager,BraidwoodStation)shallberesponsibleforoverall unit operation and shall delegate in writing the succession to this responsi-bility during his absence.

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  • h Ed i' * "i 6.1. 2 The (or during his cabsence from the control room, a cesignateoTindividual) shall be responsible for the control room command function. A management directive to this effect, signed by the Assistant Vice President and General Manager Nuclear Stations j shall be reissued to all station personnel on an annual basis. Cof C.o m m on a, e. /,. A d4 /.s o n 6.2 ORGANIZATION OFFSITE e Glia
  • a 6.2.1 Theko..mmonw e 1+4 ffsite organization for unit management and technical support shall be as shown in Figure 6.2-1.

UNIT STAFF 6.2.2 The unit organization shall be as shown in Figure 6.2-2 and:

a. Each on duty shift shall be composed of at least the minimum shift crew composition shown in Table 6.2-1; and
b. At least one licensed Operator shall be in the control room when fuel is in the reactor. In addition, while the unit is in MODE 1, 2, 3, or 4, at least one licensed Senior Operator shall be in the control room;
c. A Radiation Chemistry Technician,* qualified in radiation protection procedures, shall be on site when fuel is in the reactor;
d. All CORE ALTERATIONS shall be observed and directly supervised by either a licensed Senio.' Operator or licensed Senior Operator Limited to Fuel Handling who has no other concurrent responsibilities during this operation;
e. A site Fire Brigade of at least five members
  • shall be maintained onsite at all times. The Fire Brigade shall not include the Shift Engineer, and the two other members of the minimum shift crew necessary for safe shutdown of the unit and any personnel required for other essential functions during a fire emergency; and "The Radiation Chemistry Technician and Fire Brigade composition may be less than the minimum requirements for a period of time not to exceed 2 hours2.314815e-5 days <br />5.555556e-4 hours <br />3.306878e-6 weeks <br />7.61e-7 months <br /> in order to accommodato unexpected absence provided immediate action is taken to fill the required positions.

.1# Com m a n u a . t.o-h i= dia.n hs s a uct'll re spss: b:I h y b u n E4- spus kion, G LW b as sgen t a 4- CeA+rst E llin oLs El ss M e. Gen era.Mn3 ca.,,pe ny.

BRAIDWOOD - UNITS 1 & 2 6-1

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I I l l PRINCIPAL STRUCTURES AND COMPONENTS TR ANSFERRED TO SUBSIDI ARY I I I I i

, I I L____ rence tine _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ J EXHIBIT G I

-T BRAIDWOOD STATION DETAIL

' C UNITS 1 & 2 Sheet - 2 l .

O. 4 ATTAQ9 TENT 1 ,i 1

The following general information is provided in support of the application for license amendment.

I. Subsidiary A. Name: Central Illinois Electric Generating Company

( l B. Address: P.O. Box '767 Chicago, IL 60690 t

C. Business

Purpose:

The Subsidiary will be a corporation established ,

i to hold title to the Facility and, through

Commonwealth Edison Company as agent, operate the 4

Facility for the purpose of selling the "

electricity generated thereby in accordance with rates approved by the Federal Energy Regulatory ,

l Commission. i I

I D. Organization and Management: The Subsidiary has not yet been

, created. It will be created sometime in the future after favorable consideration by the Illinois Commerce Commission. The subsidiary  ;

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will be a corporation organized and existing under the laws of the State of Illinois. Its principal office will be located in Chicago, Illinois. All of the stock of the corporation will be owned by 7 Commonwealth Edison Company. All of the Subsidiary's directors and  !

priheipal officers will be employees of Commonwealth Edison Company.

All will be citizens of the United States. They will be:

Subsidiary and Edison Position M

James J. O'Connor Chaiman and President * -

Wallace 5. Behnke, Jr. Vice Chairman

  • Executive Vice President *

) Bide L. Thomas Raymond P. Bachert Vice President and Comptroller i Harlan M. Delley Vice President and General Counsel j James W. Johnson Vice President  ;

j Thomas J. Maiman Vice President

! Robert J. Manning Vice President Donald A. Petkus Vice President '

Cordell Reed Vice President George P. Rifakes Vice President '

J. Patrick Sanders Vice President John J. Viera Vice President Ernest M. Noth Treasurer Klaus H. Wisiol Secretrary

  • Also will be members of the Board of Directors of Central Illinois [

Electric Generating Company  !

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It is not contemplated that the Subsidiary will have any other employees with the possible exception of a few administrative staff persons. As explained below, all personnel and other resources needed to operate, maintain and decommission the Facility safely will be provided by Commonwealth Edison Company.

II. Facility Under the Facilities Transfer agreement, title to the Facility will be conveyed to the subsidiary, including control over the site exclusion area as described in Section 2.1 of the Safety Evaluation Report, dated November, 1983, which was issued by the NRC for Braidwood Station.

The Facility is depicted in Exhibit G, Sheets 1 and 2, and consists of the following structures and equipment for each unit: -

a. Reactor Containment
b. Reactor Vessel
c. Reactor internals including control rod drive mechanisms, instrumentation and detectors, pressurizer and steam generators including separator and dryer.

i d. Cranes and Hoists used solely in connection with operation of the Unit

e. Main and Misc. Instrument and Control Panels .

i f. Piping, including valves and supports used solely in connection with operation of the Unit

g. Circulating Water Pumps used solely in connection with operation of the Unit
h. Turbine (including foundation)
1. Generator (including foundation) i i

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i-F 3 Condenser 345 KV Main Power Disconnect Switch (1/2 interest) k.

1. Cooling Lake i

1 III. Technical cualifications The NRC has determined under.the operating license that Commonwealth Edison Company is qualified to operate the Facility. These circumstances will

'not change as a result of the proposed license amendment. The Subsidiary will l appoint commonwealth Edison as its agent responsible for the operation.

maintenance and decommissioning of the Facility. This relationship is j established under paragraphs 4 and 13 of the Construction and operating Agreement (Exhibit D). paragraph 13 also states that the Subsidiary shall have no right to " assign, convey, pledge or otherwise transfer any of its rights" 4

without the written consent of Commonwealth Edison Company. Moreover, as sole i

owner of the shares of the Subsidiary, Edison will control all decision-making i to assure that the Facility's nuclear operations organization, which was found technically qualified by the NRC in its Safety' Evaluation Report (SER, dated November, 1983), will remain in place. Finally, the NRC will have regulatory 4

)

control over the subsidiary as a co-licensee of the Facility as well as Edison thereby subjecting any change in the operating entity of the Facility to the-NRC's approval.

5 IV. Financial Oualifications Commonwealth Edison company is responsible financially for the

! operation, maintenance, and decommissioning of the Facility under the proposed j amendment and as set forth in Article II of the Financing Agreement as that

' term is used in the NRC's regulations (Exhibit I). In accordance with its s obligations under those regulations, Commonwealth Edison Company commits to j provide the necessary financial. resource to operate, maintain and decommission the Facility safely.

1

  • Commonwealth Edison Company is an electric utility as defined in 10 CFR Section 50.2, and pursuant to 10 CPR Section 50.33(f) and 57.57(a)(4) no ,

finding of financial responsibility to operate the Facility was required when i the operating license was issued. None is required of the subsidiary since ,

f (i) Commonwealth Edison is assuming full responsibility for the Facility, and (ii) the subsidiary also qualifies as an electric utility under 10 CFR Section j

50.2 because as the owner of the Facility its legal status properly qualifies l

it as a generator and seller of electricity through rates established by a j separate regulatory authority.

1 i ,

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4 &TDCHMENT_2 Antitrust Review Commonwealth Edison Company submitted the requisite information under 10 CFR Section 50.33a and Appendix L to Part 50 in connection with the 4

operating license antitrust review for Braidwood Unit 1. The information was f reviewed by the Attorney General and comments were solicited from the public.

On September 18, 1986 the NRC's Director of the office of Nuclear Reactor Regulation made findings, in accordance with Section 105(c)(2) of the Atomic Energy Act of 1954, as amended, that no significant changes had occurred since l

the construction permit reviews by the Attorney General and the NRC for Braidwood Unit I which would require a second antitrust review in connection with the OL application. (See 51 Fed. Reg. 34171 (September 25, 1986)).

f The following discussion will demonstrate that neither the Agreement which occasions this Amendment application nor its implementation constitute i changed circumstances which raise any significant issues under the antitrust

' laws or which require a further antitrust review.

For a period of five to eight years after the effective date of the

~

Agreemen::, Edison (and through it, Edison's customers) will be entitled to all of the power generated by the Units. That is no different from the situation without the Agreement. At all times, both with and without the Agreement, the price of power generated by the Units, and thus as an economic matter, what is paid for entitlement to the power, is subject to regulatory control. The Illinois commerce comunission controls the price of power sold to Edison's retail customers and the FERC controls the price of power sold to other utilities (including municipal systems).

j I What may be'different under the Agreement is that after the initial

' period (the duration of which, 5 to 8 years, is to be determined by the Illinois Commerce Commission) is the identity of the utility entitled to the f power and, more importantly, what is to be paid for that entitlement. Under l Edison's ownership, the situation without the Agreement, the amount paid for i entitlement to the power is determined by traditional rate base / rate of return l

regulation. Such regulation serves to place both a cap and a floor on the amounts (rates) paid for the electricity generated. However, with the Subsidiary's ownership of the Units under the Agreement, the amounts paid for entitlement to the power may be lower than'with Edison's ownership. The subsidiary, unlike Edison, has no service territory and thus, has no assured market-for the power. This means that the Subsidiary may be unable to sell the power at prices equivalent to those permitted by regulation. In that i-circumstance, the power will be sold at rates determined by competitive market forces. This circumstance is dependent on the options which are exercised by l Edison at the end of the initial 5-year term of the Power Supply Agreement, as j directed by the Illinois commerce Commission. This arrangement between Edison, the subsidiary and the Illinois Commerce Commission is, if anything, pro-competitive.

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ATTACHMENT 3 Analysis of No Significant Hazards Consideration The application to amend the operating license to add the Subsidiary as a co-licensee of the Facility involves no significant hazards consideration as demonstrated herein.

The tests for determining whether a proposed amendment involves no significant hazards consideration are set forth in 10 CFR Section 50.92(c).

The proposed amendment involves no change in the Facility, the manner in which the Facility is operated, or in the personnel who operate it.

The proposed change will involve no alterations to the facility itself and no modifications to plant procedures. Therefore, the proposed amendment involves no increase in the probability or consequences of an accident previously evaluated. Nor does it create the possibility of a new or different kind of accident from any accident previously evaluated or involve any reduction in a margin of safety.

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