ML20246L461
| ML20246L461 | |
| Person / Time | |
|---|---|
| Site: | Seabrook  |
| Issue date: | 03/20/1989 |
| From: | Ellen Brown PUBLIC SERVICE CO. OF NEW HAMPSHIRE |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| CON-#189-8329 CLI-88-10, NYN-89031, OL-1, NUDOCS 8903240184 | |
| Download: ML20246L461 (67) | |
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Putse Service of New Hampshire New Hampshire Yankee Division March 20, 1989 United States Nuclear Regulatory Commission-Washington,DC 20555~. '
e Attentions. Document Control Desk
References:
a) Facility Operating License NPF-56, Docket No. 50-443 b) Commission Decision (CLI-88-10), dated December 21, 1988
Subject:
Decommissioning Funding Assurance 9
Gentlemen:
In compliance with the requirement imposed upon the Applicants by the-l.
Commission's Decision (Reference b) in the above. docket to provide assurance that-j l
$72.1 million will be available to meet the decommissioning costs for Seabrook l
Station Unit 1 in the event a full power operating license is denied after low-power testing has been conducted, the Applicants herewith provide a-copy of a Surety Bond, dated March 20, 1989, (Enclosure 1) in the amount of $72.126,456
)
issued by The Aetna Casualty and Surety. Company of Hartford, Connecticut, as i
surety, the Applicants, as principals, and First NH Investment Services Corp.,
I trustees, as obligee, which surety bond unconditionally guarantees:the payment of said decommissioning costs by the Applicants.
In order,to satisfy,the requirement imposed by.the Commission and consistent with the procedures outlined in the Commission's General Requirements'for:
Decommissioning Nuclear Facilities (53 F.R. 24018), the Applicants have taken the,
following steps: The Applicants have entered into the.Seabrook Pre-Operational' Decommissioning Trust Agreement, dated as of February 22, 1989 (Enclosure 2),
with First NH Investment Services Corp., as trustee (" Trustee") which created the Seabrook Pre-Operational Decommissioning Trust for the sole purpose of paying the decommissioning costs described in the Commission's Decision.
The Applicants have entered into a Pre-Operational Decommissioning Funding' Agreement, dated as of February 22, 1989 (Enclosure 3), with said Trust pursuant to which they severally agree to pay to that Trust their respective shares of the pre-operational decommissioning costs if and when they come due. Finally, the Applicants obtained the issuance of the Surety Bond which unconditionally guarantees the payment of said pre-operational decommissioning costs by the Applicants.. The Surety Bond applies to the decommissioning of Seabrook Unit 1 l
which could be ordered by the Commission at any time after commencement of low-power testing in the event a full power license is denied by the Commission.
The Surety Bond applies to the payment of the costs described in the Decision, which costs could be incurred during the completion of that decommissioning process.
The Surety Bond's term extends until the issuance of a final non-appealable.
license to operate Seabrook Station Unit 1 at a power level exceeding 5% of' full power or a final non-sppealable decision that no further pre-operational
. decommissioning is required, whichever first occurs.
8903240184 890320 g
ADOCK0500g3 PDR
' P.O. Box 300
- Seabrook, NH 03874. Telephone (603) 474-9574
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L United States Nuclear Regulatory Commission March 20, 1989 Attention:
Document Control Desk Page 2 In further support of this submittal, the Applicants represent that The' Aetna Casualty and Surety Company ("Aetna"), a Connecticut corporation, is duly authorized to conduct the surety business in the State of Connecticut (where the Surety Bond was executed), that Aetna is an acceptable surety listed in Circular 570 of the U.S. Department of the Treasury, that the officer of Aetna who executed the Surety Bond is duly authorized to act for Aetna; the First NH Investment Services Corp.
("First NH"), a New Hampshire corporation, has authority to act as trustee and its trust operations are regulated and examined by the State of New Hampshire, the First NH is qualified to act as trustee, that the officer of First NH who executed the Pre-Operational Decommissioning Trust Agreement is duly authorized to act for First NH; and that the Managing Agent is duly authorized to execute on behalf of the Applicants the documents enclosed herewith.
The Applicants further represent that the Surety Bond is not cancelable and covenant that they will promptly notify the Commission if Aetna files in bankruptcy.
The Applicants submit that the Surety Bond, being "one of the means authorized by the decommissioning rule" which the Commission indicated would i
constitute "the greatest assurance that funds would be available" (Decision, at page 18), satisfies the requirements of the Decision. Accordingly, since the only other procedural obstacle identified in the NRC Decision has been resolved, the Applicants request that a low-power license be issued at the earliest possible date in accordance with the procedures set forth in the Decision.
Respectfully submitted, New Hampshire Yankee Division of Public Service Company of New Hampshire, as agent for the Applicants ek Edward A. Brown President and Chief Executive Officer STATE OF NEW HAMPSHIRE Rockingham, ss.
March 20, 1989 Then personally appeared before me, the above-named Edward A. Brown who, being duly sworn, did state that he is President and Chief Executive Officer of New Hampshire Yankee, that he is duly authorized to execute and file the foregoing information in the name and on the behalf of New Hampshire Yankee, and that the statements therein are true to the best of his knowledge and belief, budu b Shumi BeverlyEr%illoway,NotarjPublic My Commission Expires: March 6, 1990
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Enclosures 1.
Surety Bond dated March 20, 1989, issued by The Aetna Casualty and Surety Company of Hartford, Connecticut.
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2.
Seabrook Pre-Operational Decommissioning Trust Agreement, dated as of February 22, 1989.
3.
Pre-Operational Funding Agreement, dated as of February 22, 1989 cci Mr. William-T. Russell Regional Administrator United States Nuclear Regulatory Commission Region I 475 Allendale Road King of Prussia, PA 19406 Mr. Victor Nerses, Project Manager Project Directorate I-3 United States Nuclear Regulatory Commission Division of Reactor Projects Washington, DC 20555 Mr. David G. Ruscitto NRC Senior Resident Inspector
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P.O. Box 1149 q
i Seabrook, NH 03874 i
Seabrook Service List
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DUPLICATE ORIGINAL SoMTy Bo^'b NO.
90 S l dC CC4633 SURETY BOND f
KNOW ALL MEN BY THESE PRESENTS, that we, each of Canal Electric Company, The Connecticut Light and Power Company, EUA Power Corporation, Hudson Light & Power Department, Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company, New England Power Company, New Hampshire Electric Cooperative, Inc.,
Public Service Company of New Hampshire, Taunton Municipal Lighting
- Plant, The United illuminating Company, and Vermont Electric Generation and Transmission Cooperative, Inc.,
each as a principal and acting through the Managing Agent (defined below)
(each of the foregoing herein referred to individually. as a " Principal" and collectively as the " Principals"), and The Aetna Casualty and Surety Company, as surety, (the " Surety") are held and firmly bound unto FIRST NH lNVESTMENT SERVICES CORP.,
in its capacity as Trustee of a trust i
established pursuant to the Pre-Op Decommissioning Trust Agreement (defined below), as obligee, (the " Obligee"), subject to the terms, conditions and covenants set forth below, for Pre-Op Decommissioning Obligations (defined below) owing to the Obligee not to exceed either, in the aggregate for all Principals, Seventy-Two Million One Hundred Twenty-Six Thousand. Four Hundred Fifty-Six Dollars ($72,126,456), or at any time for any Principal, such Principal's then Existing Limit, for which sums, well and truly to be paid, we bind ourselves, our successors and assigns firmly by these presents.
Sealed with our seals, and dated this 20th day of March,1989.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, WHEREAS, each Principal is justly obligated to the Obligee to pay its Ownership Share (defined below) of Pre-Op Decommissioning Obligations (defined below) under the terms of each of (a) the Pre-Operational Decommissioning Funding Agreement (the
" Funding Agreement") dated as of Februery 22, 1989 between the Trustee and each of the Principals acting through New Hampshire Yankee Division of Public Service Company of New Hampshire, as managing agent for each of the Principals, (the
" Managing Agent")
and (b) the Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units dated May 1, 1973, as amended to the date hereof, among each of the Principals (as amended from time to time to the date hereof, herein referred to as the " Joint Ownership Agreement");
- NOW, THEREFORE, if any Principal shall satisfy its Pre-Op Decommissioning Obligations in full, then the obligation set forth in this Surety Bond with respect to such Principal to be void, otherwise to remain in full force and effect, subject, however, to the following terms, < onditions and covenants:
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1.
Tha Surety shall become obligated te make payment to the Obligee (as hereinafter provided) under this Bond only upon satisfaction of each of I
the following conditions:
(a) a Principal shall have failed to make a payment of a Pre-Op j
Decommissioning Obligation (a "def aulted payment") which is then due I
and payable and such failure shall have existed for five (5) Business Oays from the date such payment was due; (b) the Ob!! gee shall have delivered to the Surety a certificate (a " default certificate") with respect to such defaulted payment, I
executed by a duly authorized officer of the Obligee, in the form of Schedule 1 hereto; and (c) contemporaneously with the delivery of such default certificate the Managing Agent shall have delivered to the Surety an additional certificate with respect to such defaulted payment, executed by a duly authorized officer of the Managing Agent, in the form of Schedule 2 hereto.
l 2.
With respect to each defaulted payment specified in a default certificate delivered pursuant to Section 1(b) above, upon satisfaction of the conditions set forth in Section 1, the Surety shall pay to 'the Obligee within fifteen (15) Business Days after delivery of such certificate, an amount equal to the amount of the defaulted payment specified in such default certificate.
Each such payment by the Surety shall be made by wire transfer to l
Obligee's account No. 01679529-01 at Merchants of Manchester /FNHIS, ABA #
011400039.
Upon wire transfer of such payment to such account the Surety's obligation with respect to such defaulted payment shall be deemed to be satisfied in full, irrespective of Obligee's use of such funds.
I 3.
If at any time the Obligee receives a defaulted payment from a Principal after a
default certificate has been submitted pursuant to Section 1(b) hereof with respect to such defaulted payment but before the Surety has paid in respect of such default certificate, the Obilgee shall promptly so notify the Surety and (l) withdraw such default certificate if the payment received from such Principal was a full payment, or (ii) in the case of a partial payment by such Principal, appropriately amend such default certificate to reflect the actual amount of such defaulted payment.
If at any time the Obligee receives a defaulted payment from a Principal after a default certificate has been submitted pursuant to Section 1(b) hereof with respect to such defaulted payment and after the Surety has made payment in respect of such default certificate, the Obligee shall promptly turn over to the Surety an amount equal to the lesser of (i) the amount of such payment by the Surety and (ii) the amount so received from such Principal.
I 4.
The Principals shall cause the Menaging Agent to. deliver to the Surety:
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(a) both contemporaneously with the delivery of each default certificate and as soon -as possible, and in any event within forty five (45)
' days, after -the end of each quarterly ' period in '.- each Yearly Period, a certificate of the Managing Agent setting forth, as of the 'date of such default
' certificate (and after giving effect to'the payment requested thereby) or as of the end of such quarterly period, as 'the case may be:
(i) the Aggregate Yearly Limit and (ii) the Existing Limit for each Principal; and (b) within five -(5) days ' af ter adoption, a copy 'of each "six months' budget" (or its-equivalent if such budget is not being used) which includes any Pre-Op Decommissioning Costs and which shall have been. adopted by the Principais pursuant to the Joint Ownership Agreement, together with a certificate of a duly authorized officer of the Managing Agent stating that the same was in the form approved in accordance with the Joint -Ownership Agreement.
5.
All notices and other communications hereunder shall be addressed
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as follows and sent by certified or registered mall, return receipt. requested:
if to the Surety:
The Aetna. Casualty and Surety Company 151. Farmington Avenue Hartford, Connecticut 06156 Attention:
Bond Claims Department if to the Obligee:
First NH investments Services Corp.
P. O. Box 267 Manchester, New Hampshire 03101 Attention:
President if to a Principal:
At'the address of such~ Principal specified on Schedule 3 hereto.
4 Notice shall be effective only when received.
6.
Whenever the Surety shall have made any p under this Bond, the Surety shall, to the extent of such payment and.ayment the fullest extent permitted by applicable law, be thereupon legally subrogated to,.and this document hereby constitutes a present assignment by the Obligee to the' Surety i
of, all the rights of the obligee with respect to the defaulted payment which gave rise to such payment by the Surety (whether against any Princhal or otherwise).
Such rights shall. be in addition to any rights of. the " surety pursuant to any indemnity agreements with any Principal, under common law, statute or otherwise.
The Obligee shall do nothing to prejudice 'such rights.
7.
Neither this Surety Bond, nor any right 'or. Interest herein, may be assigned or. transferred without the prior written consent of the Surety.
The provisions of this Surety Bond may not be changed, modified, amended, 3
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waived or terminated orally, but only by a. writing. duly executed by each of i
the ~ parties hereto.
This Bond shall ' be governed by and construed and enforced in accordance with the internal laws of'the State of New Hampshire.
o 8.
It is agreed and understood that (a) whether or not a default certificate shall have been presented by ths Obligee ' or any Principal shall have failed to pay its Pre-Op Decommissioning Obligations, the surety may from time to time pay funds (whether such funds result from a draw by Aetna j
under one or more letters of credit held by Aetna or otherwise) to the obligee for the benefit of any Principal as designated by L the Surety and '(b) when such funds are so received by the Obligee-such Principal's then Existing Limit (as provided in the definition thereof), and the Surety's obligations hereunder with respect to such Principal,,shall be reduced on a dollar-for-dollar ba' sis.
d 9.
As used herein, the terms set forth below shall have the following i
meanings:
i Aggregate Yearly Limit -- at any time means the sum of (a) the Unused Year y Expenditure Amount at such. time for the Yearly Period in which such time occurs plus (b) the aggregate of the Unused Yearly l
Expenditure Amounts at such time for each-Yearly Period prior to such j
Yearly Period.
Business Day -- means any day other than (a) a Saturday or a Sunday or (b) a day on which banking institutions in. either.
Connecticut, Massachusetts or New Hampshire are authorized or obligated -
by law or executive order co be closed.
Existlag Limit -- with respect to any Principal at any time means the result of (a) product of (1) the ~ Aggregate Yearly Limit at such time times (ii) such Principal's Ownership-Share minus (b) the result of (i) the aggregate amount of funds deposited or paid to the Obligee by~ or on a
behalf of such Principal (whether by such Principal' voluntarily, by
)
another party or trustee for the benefit of such Principal, by'the Surety pursuant to Section 8 of this Surety Bond or otherwise) at or prior to such time for the trust created for the benefit of such Principal pursuant to the Pre-Op Decommissioning Trust Agreement minus (ii) the aggregate amount of all Pre-Op Decommissioning Costs paid by the Obligee on behalf of such Principal at or prior ~ to such time, provided if such resuit' of (a) minus (b) is less than zero (0) the Existing Limit of such Principal at such time shall be deemed to be zero (0).
NRC -- means the United States Nuclear Regulatory Commission-or any successor governmental body.
1 NRC Decision -- Decision CLl-88-10 of the NRC dated December 21, 1988 issued in NRC Docket Nos. 50-443-OL-1 and 50-444-OL-1,. as In effect on the date hereof.
Ownership Share -- with respect to any Principal means.the percentage set forth opposite the name of such Principal on Schedule 3 to this Surety Bond.
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l Pre-Op Decommissioning -- means the safe removal of the Seabrook Project from potential service and reduction of residual radioactivity to a level that permits release of the Seabrook Project for unrestricted use 4
and termination of the operating license issued to the Principals as may be required by order of the NRC after the commencement of low power testing of the Seabrook Project as a result of the denial by the NRC of a i
" full power" license for the Seabrook Project, all as contemplated by the
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NRC Decision.
As used in this definition the phrase " commencement of I
low power testing" means the initial withdrawal of control rods from the reactor at the Seabrook Project pursuant to tests conducted by the Principals in accordance with their low power testing license issued by
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the NRC.
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Pre-Op Decommissioning Costs -- means any and all costs or expenses incurred or accrued to accomplish Pre-Op Decommissioning of the Seabrook Project.
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Pre-Op Decommissioning Obligation with respect to each J
Principal roans each of the legally binding obligations of such Principal created pursuant to the Funding Agreement and the Joint Ownership Agreement to pay its Ownership Share of Pre-Op Decommissioning Costs which (a) f all within the categories enumerated in Section H of the NRC Decision, (b) are legally required to be incurred by the Principals to j
accomplish Pre-Op Decommissioning and (c) are as set forth in each six (6). months' budget adopted in good faith by the Principals in accordance with the Joint Ownership Agreement.
Pre-Op Decommissioning Trust Agreement -- the Seabrook Pre-Operational Decommissioning Trust Agreement dated as of February 22, 1989 between each of the Principais acting through the Managing Agent l
t and FIRST NH INVESTMENT SERVICES CORP., ~as trustee, as in effect l
on the date hereof.
Projected Yearly Expenditure Amount -- for any Yearly Period means the amount set forth opposite such Yearly Period in Schedule 4 to i
this Surety Bond.
Seabrook Project Seabrook Station Unit No.
1 constructed pursuant to the Joint Ownership Agreement and the subject of the NRC Decision.
l Unused Yearly Expenditure Amount -- for any Yearly Period at any time means the result of (a) the Projected Yearly Expenditure Amount for such Yearly Period minus (b) the aggregate amount of Pre-Op Decommissioning Costs (whether or not such Pre-Op Decommissioning Costs are (i) the subject of a claim under this Bond or (11) accrued or expended pursuant to the Funding Agreement, a joint operating account of the Prine! pals or otherwise) accrued er expended prior to such time either during such Yearly Period or in respect of such Yearly Period in a later Yearly Period, provided if such result is less than zero (0) the Unused Yearly Expenditure Amount for such Yearly Period shall be deemed to be zero (0).
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3 Yearly Period -- means each period of either three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, ending on an anniversary of the date the NRC shall have first ordered Pre-Op Decommissioning as provided in the definition of such term.
10.
This Surety Bond shell-be effective upon proper execution and I
delivery by each of the parties hereto.
Notwithstanding the foregoing the i
Surety shall have no liability on this Surety Bond at any time prior to the i
date the NRC shall have first ordered Pre-Op Decommissioning as provided in the definition of such term.
The term of this Surety Bond (herein referred to as the " Bond Term") will extend until, and the Surety shall have no liability on this Bond at any time after, the earlier of (i) a final non-appealable regulatory or judicial determination that the Seabrook Project has been granted a license by the NRC to operate in any manner (whether at. " full power" or otherwise) other. than as contemplated by~. the issuance of the license for low power testing referred to in the NRC Decision or (ii) a final non-appealable regulatory or Judicial determination that no further Pre-Op Decommissioning is required.
In no event shall Surety have any'obilgations under this Bond,. or otherwise, with respect to any activity related to the Seabrook Project other than as it relates to Pre-Op Decommissioning as more particularly set forth herein.
11.
This Surety Bond sets forth in full the undertaking of the surety and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto.
.This Surety Bond may not be cancelled or revoked by the Surety prior to the expiration of the Bond Term.
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SIGNED, SE ALED AND DATED, this 20th day of March,1989.
CANAL ELECTRIC COMPANY THE CONNECTICUT LIGHT AND POWER COMPANY EUA POWER CORPOR ATION HUDSON LIGHT & POWER DEPARTMENT MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY MONTAUP ELECTRIC COMPANY NEW ENGLAND POWER COMPANY NEW HAMPSHIRE ELECTRIC COOPER ATIVE, INC.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE TAUNTON MUNICIPAL LIGHTING PLANT THE UNITED ILLUMINATING COMPANY VERMONT ELECTRIC GENER ATION AND TR ANSMISSION COOPER ATIVE, INC.
By NEW HAMPSHIRE YANKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, as Managing Agent for each of the above noted entities By[M fruih #
THE AETNA CASUALTY AND SURETY COMPANY By (uda[
Title:
(? Salco u," U[e j ggg,,s o
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Accepted By:
FIRST NH INVESTMENT i
SERVICES CORP, as Trustee and I
as Obligee By Vf
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Title:
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s SCHEDULE 1 Default Certificate i
The undersigned, being a duly authorized officer of First NH investment 1
Services Corp., hereby. certifies as follows:
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This Default Certificate is executed in connection with that certain i
Surety Bond (the " Bond"), dated 1989, among.The Aetna Casualty and Surety Company ac surety and Canal Electric Company, The Connecticut Light and. Power Company, EUA Power Corporation,. Hudson Light
& Power Department, Massachusetts Municipal Wholesale Electric. Company, l
Montaup Electric Company, New England Power Company, New Hampshire Electric Cooperative, Inc., Public Service Company of New Hampshire, Teunton Municipal Lighting Plant, The United Illuminating ~ Company, and Vermont Electric Generation and Transmission Cooperative, Inc. as principals for the.
benefit of First NH Investment Services Corp. as trustee under the Pre-Op Decommissioning Trust Agreement.
All capitalized terms used hereln shall' have i
the mean{ngs ascribed to them in the Bond.
2.
[
J, one of the Principals, h'a s failed to '
make a payment in the amount of $
of its Pre-Op Decommissioning -
Obligations which became due and payable on (the " Default D a te").
Such date is at least five (5) Business Days prior to the date hereof.
3.
The amount of such Pre-Op Decommissioning Obligations of such Principal due on the Default Date and with respect to which payment is being j
sought on the Bond is $
4.
The undersigned is currently holding $
for-the benefit of such Principal pursuant to the Pre-Op Decommissioning Trust Agreement.
1 FIRST NH INVESTMENT SERVICES
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CORP., as trustee I
By its Date:
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ACKNOWLEDGMENT 1
State of I
ss.
County of This day of before me personally appeared of FIRST f4H INVESTMENT SERVICES CORP.,
a corporation, to me known and known to me to be the party executing the foregoing instrument on behalf of said corporation and he I
acknowledged said instrument by him executed to be ;.is free act and deed and the free act and deed of said corporation.
Notary Public
[ SEAL]
My Commission Expires:
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SCHEDULE 2 l
Additional Managing Agent Certificate The undersigned, being a duly authorized officer of New Hampshire Yankee Division of Public Service Company of New Hampshire, hereby certifies as follows:
1.
This certificate is executed in connection with a certain Surety '
Bond (the " Bond") dated 1989, among The Aetna Casdulty and Surety Company as surety and Canal Electric Company, The Connecticut Light and Power Company, EUA Power Corporation, Hudson Light and Power Department, Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company, New England Power Company, New Hampshire Electric Cooperative, Inc.,
Public Service Company o.' New Hampshire, Taunton i
Municipal Lighting Plant, The United Illuminating Company, and Vermont Electric Generation and Transmission Cooperative, Inc. as principals for the benefit of First N.H.
Investment Services Corp. as trustee under the Pre-Op Decommissioning T.*ust Agreement.
All capitalized terms used herein shall have the meanings ascribed to them in the Bond.
I 2.
This certificate is executed in connection, and contemporaneously delivered, with a default certificate executed by the Obligee and a copy of which is attached hereto.
3.
The amount claimed on the Bond pursuant to the attached default certificate, does not exceed-the Existing Limit of the Principal referred to in such default certificate.at this time.
After giving effect to the payment on the Bond being requested pursuant to the attached default certificate:
(a) the Aggregate Yearly Limit for the current Yearly Period is Dollars
($
); (b) the Unused Yearly Expenditure. Amount for the current
)
Yearly Period and each prior Yearly Period is specified on Attachment A to i
this certificate; and (c) the Existing Limit for each Principal is set forth on Attachment B to this certificate.
l 4.
The funds which are being sought in connection with the attached default certificate will. be used to satisfy legitimate Pre-Op Decommissioning
)
Obligations of such Principal.
5.
As of the date of this certificate the amount of funds held for the I
benefit of such Principal is less than such Principal's Ownership Share of the Pre-Op Decommissioning Costs scheduled to be incurred within the next forty-five (45) days as provided in the current "six months' budget" of the type referred to in Section 4(b) of the Bond.
j NEW H AMPSHIRE Y ANKEE DIVISION, OF PUBLIC SERVICE COMP ANY OF NEW H AMPSHIRE, as Managing Agent 1
BY l
Its
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s Date:
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ACKNOWLEDGMENT State of _
N.
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l County of,,
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This day of before me - personally 1
appeared of NEW H AMPSHIRE Y ARKEE DIVISION OF PUBLIC
. SERVICE COMP ANY OF NEW HAMPSHIRE, a corporation, to me known and known to me to be the party executing the foregoing instrument on l
behalf of said corporation and he acknowledged said instrument. by him executed to be his free act and deed and the free act and deed of s' aid corporation.
Notary Public
[ SEAL]
My Commission Expires:
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ATTACHMENT A
(
TO MANAGING AGENT CERTIFICATE
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For the Yearly Period The Unused Yearly i
Specified Below:
Expenditure Amount is:
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w ATTACHMENT B i
TO MANAGING AGENT CERTIFICATE 1
Name of Principal Existing Limit
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Canal Eleciric Company
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The Connecticut Light and Power Company
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l EUA Power Corporation
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Hudson Light & Power Department Massachusetts Municipal Wholesale Electric Company Montaup Electric Company j
New England Power Company New Hampshire Electric Cooperative, Inc.
Public Service Company of i
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Taunton Municipal Lighting Plant The United illuminating Company Vermont. Electric Generation and Transmission Cooperative, Inc.
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SCHEDULE 3 Name of Malling Address ownership Principal of Principal Percentage 1
Canal Electric One Main Street 3.52317%
Company Cambridge MA 02142 I
I The C nnecticut Light 107 Selden Street 4.05985%
i and Power Company Berlin CT 06037 l
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l EU A Power Corporation One Liberty Square 12.1324%
Boston MA 02109 l
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Hudson Light and Power Town House, 49 Forest Ave.
0.07737%
l Department Hudson MA 01749 1
1 Massachusetts Municipal Westover Industrial Air Park 11.5934%
Wholesale Electric Ludlow MA 01056 Company 1
Montaup Electric Company One Liberty Square 2.89989%
Boston MA 02109 New England Power 25 Research Drive 9.95766%
l Company Westborough MA 01581 l
New Hampshire R.F.D. #2 2.17391%
Electric Cooperative, Tenney Mountain Highway i
inc.
Plymouth NH 03264 d
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Name of Malling Address Ownership Principal of Principal Percentage a
i Public Service Company 1000 Elm Street 35.56942%
4 of New Hampshire P.O. Box 330 Manchester NH 03105 Taunton Municipal 55 Weir Street =
0.10034%
Lighting Plant P. O. Box 870 l
Taunton MA 02780 l
The United lliuminating 80 Temple Street 17.5%
Company P. O. Box 1564 c
j New Haven CT 06506 i
Vermont Electric School Street 0.41259%
Generation and Johnson VT.05656 1
Transmission Cooperative, Inc.
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V..o SCHEDULE 4 For the 365 or 36S day period ending on the following anniversary of the date The Projected Yearly the NRC shall have first Expenditure Limit ordered Pre-Op Decommissioning:
is as follows:
i 1st
$15,674,200 2nd
$ 8,116,193 3rd
$ 3,210,515 4th
$ 3,165,063 l
Sth
$ 1,855,310' l
L 6th
$ 1,428,092 T
7th.
$ 1,386,497 8th
$ 1,346,114 9th
-$ 1,306,906 10th
$ 1,268,841 11th
$ 1,231,'885 l
12th
$ 1,196,005 13th
$ 1,161,169 14th
$ 1,127,349 15th
$ 1,094,514 16th
$ 1,062,635 17th
$ 1,031,684 18th
$ 1,001,635 19th 972,461 20th 944,137 1
17 1
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For the 365 or 366 day period ending on the following anniversary The Projected Yeo ly of the date of the Expenditure Limit issuance of the Bond:
is as follows:
21st 916,638 22nd 889,940 23rd 864,019 24th 838,854 25th 814,421 26th 790,700 27th 767,670 28th
$16,663,013-i l
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m e
j THE ATHA CASUALTY AND SURETY COMPANY Hartford, Connecticut 06115 1
UFE & CASUALTY i
I POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF RESIDENT VICE PRESIDENT (S) AND RESIDENT ASSISTANT SECRETARY (IES)
KNOW ALL MEN Sy THESE PRESENTS. MAT THE ATNA CASUALTY ANO SURETY CCMPANY, a corporation crganited under the laws of the State of Ccn.
rweticut and having its precipal office in the City of Hartford, Comty of Harticrd, State of Cenecticut, by its duty authcrized officer, does hereby appoint the following resident officer (s), with tusiness address indicated below but without territorial restriction, and does grant full power and authority to each Resident Vice President to si@ and execute on its behalf, and to each Resident Assistant Secretary to seal and attest on its behalf, any and all bonds, reccgnizances, contracts of irdsmnity, or wntings obligatory in the nattre of a tend, recognizance, or conditional mdertaking, and any and all consents incident thereto, and all such in-struments si@ed by any cne of said Resident Vice Presidents. when sealed and attested by any other perscn named telow as one of said Resident Assistant i
Secretaries, shall be as valid and bending won the Company as if the same had been signed by the President and duly sealed and attested:
I RE S10ENT VICE FHESIOENT(S)
RESiOENT AS$1STANT SECRETARY (!ES)
BUSINESS ADDRESS William T._DiRoberts William T._DiRoberts Hartford, Connecticut f i
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i These appointments are made under and by authority of the following Standing Resolutions of said Company which Resolutions are now in full force and effect:
VOTED: That each of the following officers: Chairman, Vice Chairman, President, Any Executive Vice President. Any Senicr Vice President, Any Vice President, Any Assistant Vice President, Any Secretary, Any Assistant Secretary, may frcrn time to time appoir:t Resident Vice Presidents. Resident Assistant Secretaries.
Attorneys in Fact, and Agents to act for and on behalf of the Company and may give any such appointee such authority as his certificate of autPority may pescribe to sign with the Company's name and seal with the Company's seal bonds, recognizance, contracts of indemnity, and other writings cbligatory in the nature of a bond, recognizance, a conditional undertaking, and any of said officers or the Board of Directers may at any tirne remove any such appointee and revoke the power and authority given hirn.
VOTED: That any tund, recognizance. centract of indemnity, er wnting obligatory in the nature of a boad, recognizance, cr conditional undertaking shall be valid and bendirig upon the Company when (a) signed by the Chairman, the Vice Chairman, the President, an Executive Vice President, a Senict Vice President, a Vice President, an Assistant Vice President or by a Resident Vice President, pursuant to the power prescrioed in the certificate of authority of such Resident Vice President, and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary cr by a Resident Assistant Secretary, pursuant to the power prascribed in the certi6cate of authonty of such Resident Assistant Secretaryi cr (b) duly executed (under seal if recnited) by one er mcre Attcrneys in Fact pur.
suant to the p)wtr prescribed in his cr their certificate or certificates of authority.
IN WITNESS WHEREOF, THE ATNA CASUALTY AND SURETY COMPANY has caused this instrument to be signed by its Secretary
, and its corporate seal to te hereto affixed this N day of M"*
,19 P9 THE ETNA C ALTY ANO SURETY COMPANY f
A o A %-
State of Cennecteut hn W. Welch Secretary' s
ss. Hartford County of Hartford on this Ao day of N' C'H
,19Ei, tefore rne perscnally c e
JOHN W. WELCH to rne known, who being by me duly sworn, did depose and say: that he is Secretary of mE ATHA CASUALTY ANO SURETY COMPANY, the corp 3 ration desented in and whi< h executed the acore instrutnerit; tha he knows paraticn; that the (seal affixed to the said instrutnent is such Ccrporate seal; that it w&S so affixed by authority of his offlC8 under me Stmding Resolutions of said corporation and that he signed his name thereto by like authority.
O u, commmica eMuen si, is'93 Nom we Dorothy L. Marti HS 1926.C3 t2 S 73 mlNTED IN U S A
1 Pre-Operational Decommigsionino Fundina Acreement l
This Agreement, dated as of' February 22, 1989, between FIRST NH INVESTMENT SERVICES CORPORATION, as trustee of the Seabrook Pre-operational Decommissioning Trust (the'" Trust"),
and Canal Electric Company, The Connecticut Light & Power l
Company, EUA Power Corporation, Hudson Light & Power l
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Department, Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company, New England Power Company, l
l New Hampshire Electric Cooperative, Inc., Public Service Company of New Hampshire, Taunton Municipal Lighting Plant, United Illuminating Company and Vermont Electric Generation &
Transmission Cooperative, Inc., acting through NEW HAMPSHIRE YANKEE DIVISION ("NHY") OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, as Managing Agent for the Seabrook Joint Owners.
1 WHEREAS, the Seabrook Joint Owners (enumerated in Paragraph 2 hereof) are parties to the Agreement of Joint Ownership, construction and Operation of New Hampshire Nuclear Units, dated May 1, 1973, as amended (the " Joint Ownership Agreement"), which, among other things, obligates each Seabrook Joint Owner to pay, whenever due,. its respective Ownership Share of the decommissioning costs of Seabrook Unit 1, a nuclear-powered electric generating facility which the Seabrook Joint Owners have constructed pursuant to the Joint Ownership Agreement; and
ee a
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WHEREAS, pursuant to the Joint Ownership Agreement, NHY is the Managing Agent of Seabrook Unit 1 with authority to perform all management duties and functions for Seabrook Unit 1, including obtaini'ng the licenses-therefor and conducting I
the operation thereof; and WHEREAS, the United States Nuclear Regulatory Commission
("NRC"), by Decision dated December 21, 1988 in Docket Nos.
a 50-443-OL-1 and 50-444-OL-1 (the " Decision"), has authorized the issuance of a low-power testing license for Seabrook Unit 1,
subject to the pre-condition that the Seabrook Joint Owners provide reasonable assurance that the sum of'S72.1 million will be available to' pay the potential
~
decommissioning costs described in the Decision (the " Pre-Op Decommissioning Costs") which would be incurred in the event v
that after low-power testing of the facility, a full power operating license for Seabrook Unit 1 is ultimately denied and decommissioning is therefore required; and WHEREAS, the Trust has been established as the vehicle l
to hold and disburse funds which would be needed for the purpose of paying the Pre-Op Decommissioning Costs, which funds would be received from or on behalf of the several Seabrook Joint Owners and held in separate participant trusts within the Trust; and WHEREAS, NHY, as Managing Agent for the Seabrook Joint i
Owners, desires that this Agreement and the related surety
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1 arrangements be implemented in order to demonstrate satisfaction of that pre-condition specified in the Decision.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto
^
agree as fol1ows:
1.
Certain capitalized terms appearing in this Agreement and not defined herein are used herein with the definitions provided in the Joint Ownership Agreement.
2.
The present Ownership Shares in Seabrook Unit 1 of the Seabrook Joint Owners are as follows:
(
3 1
Joint Owners share Canal Electric Company 3.52317%
' Connecticut Light & Power Co.
4.05985%
EUA Power Corporation 12.1324%
Hudson Light & Power Department 0.07737%
Mass. Municipal Wholesale Electric Co.
11.5934%
Montaup Electric Company 2.89989%
New England Power Company 9.9576G%
New Hampshire Electric Cooperative 2.17391%
i 1
Public Service Company of New Hampshire 35.56942%
Taunton Municipal Lighting Plant 0.10034%
United Illuminating Company 17.5%
Vermont Electric Generation &
Transmission Cooperative, Inc.
0.41259%
100%
3.
NHY, on behalf of the Seabrook Joint Owners, acknowledges that the obligation under the Joint Ownership Agreement to pay decommissioning costs of Seabrook Unit 1 includes the Pre-Op Decommissioning Costs to which the Decision and this Agreement relate.
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{
1 4.
NHY, as Managing Agent, has prepared a schedule of the estimated Pre-Op Decommissioning Costs based upon the assumptions set forth in the Decision, a copy of which is attached hereto as Schedule A and made a part hereof.
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5.
Concurrently with the execution hereof, NHY, as the Managing Agent, is delivering a copy hereof to each Seabrook l
Joint Owner, which delivery constitutes a direction to each Seabrook Joint Owner, pursuant to Paragraph 13A.2 of the Joint Ownership Agreement, that, in the event that, after issuance of a low-power testing license for Seabrook Unit 1, a full power license for Seabrook Unit 1 is denied and decommissioning of that facility is required by NRC order or i
NRC regulations, such Seabrook Joint Owner shall pay to the j
i Trust, as part of.the monthly expenses payable under f
Paragraph 13 of the Joint Ownership Agreement, an amount equal to such Seabrook Joint Owner's Ownership Share of the Pre-Op Decommissioning Costs for each month payable pursuant l
i to the Joint Ownership Agreement.
6.
NHY, on behalf of the Seabrook Joint Owners, will cause to be delivered to the Trustee, on or before the date of issuance of the low-power testing licenso for Seabrook Unit 1, an irrevocable surety bond for the benefit of the Trust which guarantees the payment by each of the Seabrook Joint Owners to the Trust each month of such Seabrook Joint
3 l
Owner's ownership Share of the Pre-Op Decommissioning costs for such month.
7.
The Truotee will apply all funds deposited in the i
several participant trusts under the Trust by or on behalf of l
the Seabrook J.oint Owners toward the payment of all Pre-Op I
Decommissioning Costa, all in accordance with the terms and s
provisions of the Trust, j
8.
This Agreement shall' terminate on the earlier of:
(1) if a' full power operating license for the Unit is issued i
by the NRC, the date which is thirty (30) days after the final determination of any appeal of such NRC action; or (2) if such a license is finally denied, the date when the Trust i
terminates.
)
)
9.
This Agreement shall be governed by the laws of the State of New Hampshire, f
I l _ _ - _.
i IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by duly authorized i
representatives as of the day and year first named above.
FIRST NH INVESTMENT SERVICES 1
CORPORATION, as Trustee 1
By In Its Praisi~ddnt' Canal ectric Company The Connecticut Light &
Power Company EUA Power Corporation Hudson Light & Power Department Massachusetts Municipal Wholesale Electric Company Montaup Electric Company New England Power Company New Hampshire Electric Cooperative, Inc.
Public Service company of j
i New Hampshire Taunton Municipal Lighting Plant United Illuminating Company Vermont Electric Generation &
Transmission Cooperative, Inc.
By NEW HAMPSHIRE YANKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, as Agent By Its President l
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Schedule A 3
'I SEABROOK STATION Estinated Pre-OD Decommissioning Costs YEAR 1
$ 15, 674,'2 00 YEAR 2 8,116,193 l
YEAR 3 3,210,515 YEAR 4 3,165,063
]
YEAR S 1,855,310 YEAR 6 1,428,092 YEAR 7 1,386,497 YEAR 8 1,346,114 YEAR 9 1,306,906 i
YEAR 10 1,268,841 YEAR 11 1,231,885
)
YEAR 12 1,196,005 l
YEAR 13 1,161,169 YEAR 14 1,127,349 YEAR 15 1,094,514 YEAR 16 1,062,635' YEAR 17 1,031,684' YEAR 18 1,001,635 YEAR 19 972,461 YEAR 20 944,137 l
YEAR 21 916,638 l
YEAR 22 889,940 1
m-- -
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YEAR 23 864,019 l
1 YEAR 24 838,854 l
YEAR 25 814,421 s
YEAR 26 790,700 YEAR 27 767,670 l
5 YEAR 28 16,663,013 l
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_SEABROOK PRE-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT This DECOMMISSIONING TRUST AGREEMENT, dated as of February 22, 1989, is made between Canal Electric Company, The Connecticut Light & Power Company, EUA Power Corporation, Hudson Light & Power Department, Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company, Naw E*-land Power Company, New Hampshire Electric Cooperative, Inc., Public Service Company of New Hampshire, Taunton Municipal Lighting Plant, United Illuminating Company and Vermont Electric Generation & Transmission Cooperative, Inc.,
acting through NEW HAMPSHIRE YANKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (together with its duly appointed replacements, hereinafter called the " Managing I
Agent"), as agent, and FIRST NH INVESTMENT SERVICES CORP.,
a New Hampshire corporation (together with_its successor or successors, hereinafter called the " Trustee").
WHEREAS, the Managing Agent is acting as agent for the "Seabrook Participants", as defined in Section 1.01 and listed in Exhibit A, which are the joint owners and licensees of the Unit, as defined in Section 1.01; WHEREAS, rules and regulations of the United States Nuclear Regulatory Commission (hereinafter referred to, together with its successor governmental agency or agencies,
3
(
4 au the "NRC") impose upon each licensee responsibility for' 1
payment of costs of' permanent shutdown of the Unit and i
maintenance of such facility in a-safe conditionafter said-shutdown; WHEREAS, by' Decision dated December 21, 1988 (the
" Decision") the NRC has imposed an additional requirement 1 upon the Seabrook. Participants, as a pre-condition for obtaining a low-power testing license for the Unit, to j
provide reasonable assurance that the sum of $72.1 million will be available to pay for decommissioning-the Unit after i
l low-power testing in the event a full power license is i
ultimately denied; WHEREAS, the Seabrook Participants are parties to an-f agreement entitled " Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units",
made as of May 1, 1973, as heretofore amended by twenty-one amendments (saiu agreement, as it may be further' amended, being called the " Joint Ownership Agreement"), which, among other things, obligates the Seabrook Participants to pay the decommissioning costs of the Unit; WHEREAS, the Managing Agent, on behalf of the Seabrook Participants has arranged for the issuance of an irrevocable Surety Bond which will further assure the payment of decommissioning obligations under the Joint Ownership Agreement and which requires the establishment of this trust vehicle for payment of Pre-Op Decommissioning Costs;.-________________ _ _ - -
9 d
WHEREAS, the Managing Agent desires to establish independent trusts to comp!y with the Suret'y Bond and assure, in the event the Unit is. ultimately denied a full power license, the financial ability of the Seabrook l
Participants to meet their obligations to the NRC for payment of the Pre-Op Decommissioning Costs in connection with decommissioning the Unit as described in the Decision, such trusts to hold all payments made to them and certain earnings thereon (net of administration expenses) solely for the purpose of meeting such Pre-Op Decommissioning C.osts and only thereafter for the benefit of the Seabrook Participants; and WHEREAS, all conditions and requirements necessary to I
make this Decommissioning Trust Agreement a valid and legal 1
instrument, in accordance with its terms and for the purposes i
i herein expressed, have been performed and fulfilled and the execution and delivery hereof have been duly authorized.
f NOW, THEREFORE, the Managing Agent on behalf of the Participants hereby transfers the sum of One Dollar to the Trustee and the Trustee acknowledges receipt thereof and does by these presents agree, on behalf of itself and its successor or successors in trust, to hold all property and rights conveyed to it upon the trusts and subject to the conditions herein set forth, viz.:
i
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m ARTICLE I Definitions Section 1.01.
Defined Terms.
For all purposes of this Master Trust Agreement, unless the context otherwise specifies or requires:
A.
" Decision" shall mean the Decision (CLI-88-10),
j dated December 21, 1988, issued by the NRC in Docket Nos.-
j i
50-443-OL-1 and 50-444-OL-1.
B.
" Defaulted Payment" shall mean a monthly payment due from any Participant pursuant to Section 4.01 hereof which is l
not paid when due.
/
C.
" Insurer" shall mera the insurance company chosen by the Managing Agent to insure the performance by the I
Participants of their obligation to pay Decommissioning Costs in the event the Unit is removed from service prior to the t
issuance of a full power license by the NRC for the Unit.
D.
" Managing Agent" shall mean New Hampshire Yankee 1
Division of Public Service Company of New Hampshire or any
(
other entity from time to time appointed to act in that capacity by the Seabrook Participants pursuant to Section 3.02 hereof.
1 E.
" Officer's Certificate" shall mean a certificate of the Managing Agent delivered to the Trustee and signed by the President ~ (or a Vice President), ; or the Treasurer (or an Assistant Treasurer), or officers with equivalent responsibilities, of the Managing Agent.
l i 1
e-t F.
" Ownership Share" shall mean each Participant's ownership share of the Unit as determined by the Joint Ownership Agreement, those shares in effect on the date R
hereof being set forth.in Exhibit A hereto.
G.
" Pre-Op Decommissioning Costs" shall mean tho-aggregate of $72.1 million of costs and expenses enumerated in the Decision and the Plan referred to therein which would be incurred in connection with the decommissioning of the l
Unit if that were required as the result of denial of a full power operating license for the Unit after low-power testing.
of the Unit, to permit the Unit to be released for j unrestricted use pursuant to NRC rules and regulations.
H.
"Seabrook Participants" or " Participants" shall mean the owners of the Unit, together with their successors, as listed on Exhibit A hereto.
"Seabrook Participant" or
" Participant" shall mean a single owner of the Unit'as the context requires.
I.
" Surety Bond" shall mean the surety document by which the Insurer guarantees the payment to Pre-Op Decommissioning Costs.
J.
" Trust" shall mean those trusts described in Section 4.01 hereof.
K.
" Unit" shall mean the nuclear electric generating unit and the land presently owned by the Seabrook Participants and located at Seabrook, New Hampshire, known as the Seabrook Nuclear Unit I, as it shall from time to time
4
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I exist, together with such structures, components and equipment now or hereafter associated therewith which become subject to decommissioning rules, regulations or orders of the NRC.
ARTICLE II Identification, Nature and Duration of the Trusts Section 2.01.
Identificatiori of Trusts.
One trust shall be established and named for each of the Seabrook Participants, and one trust shall be established for the Insurer and shall be named the " Insurer's Trust."
Such trusts shall be named collectively the "Seabrook Pre-Op Decommissioning Trust."
l Additional trusts may be established hereunder in the l
event additional entities become obligated by the Joint l
Ownership Agreement to make payment of a portion of the Pre-Op Decommissioning Costs of the Unit.
The Managing Agent shall also have the right to add additional trusts in the names of one or more of the Seabrook Participants or the Insurer if such additional trusts are required or desirable (in the sole discretion of the Managing Agent) to comply with any law, order, rule or regulation of any governmental body or agency.
Section 2.02 Nature and Purcose.
The Seabrook Pre-Op Decommissioning Fund is intended to assure provisio s for i
payment of the Pre-Op Decommissioning Costs of the D..it, 1
k 1
which aggregate of $72.1 million, as contemplated by the Decision in the event a full' power license for the Unit is denied by the NRC.
Nothing in this Decommissioning Trust Agreement shall be interpreted to relieve.the individual Seabrook Participants of any obligation, for any liability, claim, demand, debt, right cnr cause of action, loss, damages, costs or charges-which may arise from the insufficiency of the moneys held in' one or.more _ of the trusts hereunder to defray fully the Pre-Op Decommissioning Costs of the Unit or any other costs or expenses payable pursuant to this Decommissioning Trust Agreement.
Subject to the Trustee's obligations, as set forth in this Decommissioning Trust Agreement, to hold, invest, reinvest, and disburse the principal and income of the trusts, the Trustee shall be exonerated from any and all liability which may arise from the insufficiency of the moneys held in one or more of the trusts hereunder to defray fully the Decommissioning Costs of the Unit or any other costs or expenses payable pursuant to l
this Decommissioning Trust Agreement.
The trusts hereunder will be independent ~of the Seabrook Participants, and will constitute vehicles that will hold and i
disburse, in accordance with the provisions hereof, moneys collected from the Seabrook Participants or the Insurer and dedicated to the purpose of defraying the Pre-Op Decommissioning Costs of the Unit.
If, after completion of the decommissioning process for the Unit, it is determined !
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I that excess moneys may have been collected or accumulated in j
one or more trusts pursuant to this Decommissioning Trust Agreement, any such excess shall be distributed to or for the benefit of the Seabrook Participants or the Insurer pursuant to Section 8.02 hereof.
j Section 2.03.
Duration; Amendment.
The term of the within trusts shall extend until the earliest of: (1) if a full power operating license for:the Unit is issued by the NRC, the date which is thirty (30) days after the final determination of any appeal of such NRC action; or (2) if such a license has been finally denied, the exhaustion of all moneys in the trusts at a time when the Seabrook Participants or Insurer are under no further obligation to make deposits therein; or (3) if such a license has been finally denied, the completion of the pre-operational decommissioning process for the Unit as evidenced by an appropriate order, license expiration or other act of the NRC; or in either event; or (4) if these trusts are not exempted from the Rule Against Perpetuities, twenty-one years after the death of the last survivor of a group of individuals living at the creation of such trust, the measuring lives shall be all graduates of the classes of 1987 and 1988 of Harvard College in Cambridge, Massachusetts.
The trusts are irrevocable.,
e ARTICLE III The Manacina Acent Section 3.01.
Description of Acency.
The Managing Agent is acting in its capacity as agent for the Seabrook Participants pursuant to the Joint Ownership Agreement.
The Managing Agent and its officers, employees and agents shall incur no individual liability in carrying out their duties hereunder.
The Trustee may rely upon the authority of the 3
Managing Agent to act en behalf of the Seabrook Participants
~
and need not make inquiry to such Seabrook Participants regarding such authority. An Officer's Certificate shall be accepted by the Trustee as conclusive evidence of the facts therein stated, and the Trustee shall be exonerated for any action taken or omitted to be taken by it in good faith reliance thereon.
Notwithstanding the foregoing, the Trustee may, in its discretion, make inquiry as to such authority or facts.
Section 3.02.
Replacement of Manaaina Aaent.
New Hampshire Yankee Division of Public Service Company of New Hampshire shall act as Managing Agent hereunder until such time as it is replaced by the Seabrook Participants.
A replacement shall be effected, at any time and from time to time, by delivery to the Trustee of a written notification, executed by Seabrook Participants having Ownership Shares in the Unit aggregating at least fifty-one percent (51%), which designates a replacement and the effective date of the..
y replacement,.whereupon the replacement'shall execute an instrument accepting such appointment and deliver one g
counterpart to the Trustee.
Thereupon, without-further act,,
such replacement shall become vested with all the rights, powers.and duties of the Managing Agent hereunder'as'of th'e date specified.
The parties hereto recognize that the Seabrook Participants intend to appoint New Hampshire Yankee 1
Electric Corporation, a New Hampshire corporation, as' j
1
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Managing Agent hereunder as soon>as practicable after all k
regulatory approvals have been obtained.
m ARTICLE IV Pre-Oo Decommissioning Trust Funds
~i Section 4.01.
Qecosits to Pre-Oo Decommissioning Trusta.
All moneys deposited with the Trustee by'or at the direction of the Managing Agent pursuant to the provisions hereof or by the Insurer, as the case may be, together with
' income earned thereon, shall be held.by the Trustee upon the trusts hereunder.
Each of.the Seabrook Participants is obligated by the Joint ownership Agreement, inter alia, to-make payment of moneys to or as directed by the Managing Agent to be deposited into the trusts created by this Decommissioning Trust Agreement in an amount equal to each Participant's share of any Pre-Op Decommissioning Costs which may be incurred.
In the event the Unit is denied issuance of a full power license by the NRC and decommissioning of the Unit is therefore required by NRC order or regulation, the c_ _ ___
t 0
Decision has projected the-amounts and timing of such Costs and Schedule A attached to and made a part hereof sets forth those projections to the extent ascertainable on the date-hereof.
If.such events should occur, then the Managing Agent shall determine the budget of anticipated Pre-Op Decommissioning costs which shall be approved by the Seabrook Participants and shall. prepare a schedule of such monthly payments required by such budget and submit a copy thereof to i
the Trustee, the Insurer and each Participant.
On or before the first day of'each month thereafter, the Managing Agent.
shall notify each Participant of the monthly payment toward Pre-Op Decommissioning Costs due from such Participant and i
payment thereof shall be due on the 15th day of such month.
l In the event a Participant fails to make any required payment to the trusts when due, the Trustee shall promptly present'a claim for such Defaulted Payment to the Insurer under the Surety Bond and deposit the proceeds received from the Insurer, or from the Insurer's Trust, in the appropriate.
]
Participant's Trust.
The Insurer may deposit with the Trustee additional moneys to be held in the Insurer's Trust established hereunder.
At the written direction of the Insurer or in accordance with the Surety Bond, the Trustee shall' transfer moneys from the Insurer's Trust to the trusts established in one or more Participant's names hereunder.
3 No Participant's required payment shall be increased because of the failure of any other Participant to make a r
required payment to'the trusts. -Participants shall not be permitted at any time to offset any required payment by application in any way of expenditures or obligations which-
~
might otherwise qualify for withdrawal under section'4.03.
Moneys held pursuant to this Decommissioning Trust Agreement as part.of any trust hereunder shall'be applied or paid by the Trustee only in accordance-with the provisions of this Article IV.
Section 4.02.
Insurer's Trust.
The Insurer's Trust is intended as a funding vehicle to facilitate payment of claims under the Surety Bond.
The Insurer may from time to. time, at j
its discretion, deposit moneys with the Trustee to be held in the Insurer's Trust.
To the-extent funds are on deposit in the Insurer's Trust, the Trustee may, in accordance with the written directions of the Insurer and_the surety Bond, withdraw moneys from the Insurer's Trust and-apply them toward the payment of a Defaulted Payment.
So long as any funds remain' deposited in the Insurer's Trust, those funds shall be invested by the Trustee in i
accordance with written instructions prov'ded from time to i
time by the Insurer.
Section 4.03.
Manacement of TLuse Monevs.
Except as provided in the next paragraph, principal and income held in trust under this Decommissioning Trust Agreement shall be
a.
g s
s invested and reinvested by the Trustee, and may be invested
\\
without distinction between. principal and inccme.
$ ch investrant and reinvestment of funds in the several
\\
s Participants' Trusts shall be in accordance with thes investment guidelines, attached hereto as Exhibit.B, and such investment and reinvestment of funds in the Insurer's Trust shall be in accordance with Section 4.02 hereof.
l
.The income of the Insurer's. Trust shall be paid over'to the Insurer, except to the extent otherwise specified by.the l
Insurer in writing to the Trustee.
Such payments shall be u
1 l
made at the times and in the manner reasonably agreed to by l
the Trustee and the Insurer.
Howevar, payments need not be made more frequently than monthly.
The income of the.other I
trusts shall be paid over to the Participant'in respect of
)
which the trust'was established or shall be used to reduce that Participant's future required payment.
The treatment'of income with respect to each trust shall be directed by the Managing Agent and communicated in writing to the. Trustee.-
The treatment of income may vary from time to time but not more often than monthly.
Each of the trusts hereunder shall constitute a separate and distinct trust, but for convenience of administration the Trustee may mingle or combine any of the investments or F
property of said trusts in a common fund or funds in which the contributing trusts shall have undivided proportionate interests.
In investing, reinvesting, exchanging, selling
? l,
and-otherwise managing the trusts, the Trustee shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing which l
persons of prudence, acting in a like capacity and familiar i
i with such matters, would use in the conduct of an enterprise of a like character.
I Section 4.04.
Withdrawal of Trust Monevs A.
Pre-On Decommissioning Costs.
Upon compliance with the requirements of this paragraph A, moneys held by the Trustee in the trusts hereunder may be withdrawn to pay or make reimbursement of expenditures which constitute Pre-Op Decommissioning Costs of the Unit.
Each Participant's share of such withdrawal shall be based on such Participant's ownership Share.
In computing the amounts that may be withdrawn for Pre-Op Decommissioning Costs of the Unit, the gross amount of an expenditure shall be reduced by any refunds, rebates, or other moneys similarly received by the Seabrook Participants or their agents with respect thereto.
Any such refund, rebate or similar payment received after the certification of the expenditure or obligation to which it relates, and which has not previously been taken into account shall, at the election of the Managing Agent, be applied within three
/
months 6 2ter its receipt to reduce the amount of a subsequent withdrawal for Pre-Op Decommissioning Costs from the trusts,
7 l
made under this paragraph or shall be redeposited in the trusts from which the amount was withdrawn.
A withdrawal from the trusts for the purposes described in this paragraph A shall be paid to the Managing Agent upon receipt by the Trustee of an officer's certificate of the Managing Agent dated on the date of the withdrawal application:
(1) stating the total amount to be withdrawn; (2) stating that the amount withdrawn will be to pay or make reimbursement of expenditures which constitute Pre-Op Decommissioning Costs of the Unit; (3) stating the amount to be withdrawn from each Participant's trust; (4) stating that none of such expenditures and obligations have been made the basis of a prior withdrawal under this paragraph; (5) stating that any moneys which have previously been withdrawn from the trusts pursuant to this Paragraph A to pay obligations have been expended for the purposes for which they were withdrawn; and i
(6) stating that no governmental approval for such withdrawal is necessary or, if at any time the making of withdrawals herefrom becomes subject to the jurisdiction of any governmental agency, stating that such regulatory approval has been obtained and furnisning a copy thereof.
l I '
i The Trustee shall be exonerated from all liability for any action or inaction taken pursuant to such Officer's Certificate.
B.
Income Taxes.
If an income tax, whether imposed by federal, state or loca1' governments, is imposed on one or more of the trusts at the trust (rather than the Participant) level, such tax shall be withdrawn from the trust on which the tax is imposed are shall be paid by the Trustee directly to the taxing authorities.
The Trustee's obligation in this respect is only to the extent of the moneys in the trust on a
which the tax is imposed.
The Trustee shall be exonerated from all liability resulting from an insufficiency of a l
trust's assets to satisfy the taxes imposed on such trust.
The Trustee shall notify the Managing Agent that the tax has been paid, or of any shortfall in a trust's asnets to pay such tax, through stundard reports.
l To the extent one or more of the Participants or the Insurer incurs an income tax liability attributable to the income of a trust established hereunder, such tax shall be paid by the Participant or the Insurer and no withdrawal shall be made from the trust to satisfy such tax.
The Trustee shall be exonerated from all liability for the failure of a Participant or the Insurer to pay any tax attributable to income of a trust established hereunder to the extent the tax is imposed on the Participant or the Insurer (rather than on the trust). l
m 2
C.
Administrative Excenses.
The Trustee may withdraw money from the Participants' trus$s hereunder-(but not the Insurer's Trust) for,the reasonable administrative expenses I
of the trusts including, but not~ limited to, the Trustee's fees (subject to the provisions of Paragraph E of Section 6.01), and legal expenses.
Each Participant's share of such expenses'shall be i
allocated among each of the Participants' trusts hereunder in the ratio that the balance of the ' Participant's' assets in
~
each of the trusts on the last day of the previous calendar
)
quarter bears to the balance of the assets in all the Participant trusts on such last day.
A withdrawal from the trusts for the purposes described in this subsection shall be paid to the Managing Agent upon receipt by the Trustee of an officer's certificate of the Managing Agent:
]
.1 (a) containing the information required by Paragraph A of this Section~4.04; and (b) stating the allocation method of the amount to i
be withdrawn among each.of the trusts hereunder.
Notwithstanding the foregoing, a Participant's trust shall be allocated those expenses that specifically relate to that particular trust and are properly chargeable directly to such trust.,
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ARTICLE V l
Consolidation, Mercer. Convevance Section 5.01.
The Seabrook Participants May Consolidate or Merce on Certain Terms.
Nothing in'this Decommissioning-Trust Agreement.shall be interpreted to prevent'any consolidation or merger of any of the Seabrook Participants With, or into, any other entity or antities, or the conveyance.or transfer of any of their respective rights, j
title and interest in the Unit and/or the trusts hereun, der to any other entity or entities.
Upon the sale or other transfer of all or part of a Participant's interest in the Unit, moneys in the trusts hereunder estab]!ched on behalf of the transferor Participant which relate to the transferred interest shall be transferred to successor trusts established
]
on behalf of the transferee Participant.,
Section 5.02.
pther Successors.
Nothing in this j
Decommissioning Trust Agreement shall be interpreted'to prevent any of the Seabrook Participants from transferring their respective rights, title and interest in, and their s
obligations with recpect to, the Unit and/or the trusts hereunder to any ager.t, representative, authority, agency, commission or other entity or entities, authorized by applicable state and federal statutes or regulations to assume responsibility for the decommissioning of nuclear facilities.
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ARTICLE.VI The Trustee Section 6.01,.
Acceotance of Trusts; Certain Terms of the Trusts.
The Trustee, for itself and its successors, hereby accepts the trusts created by this Deco'mmissioning i
Trust Agreement and agrees to perform the same, but only upon the terms expressly herein set forth, including the following:
1 A.
The Trustee makes no representations as'to-the value or condition of the trusts (or any part thereof) to achieve
~
the purposes of this Decommissioning Trust Agreement und the trusts created herein.
1 B.
The Trustee shall be exonerated from any and.all liability arising with respect to the disposition of any moneys duly pr.id to the Managing Agent or others under any i
provision hereof.
4 C.
The Trustee may perform any duty hereunder either directly or through its agents or attorneys.
D.
The Trustee may, as an expense of administering the trusts, consult with legal counsel to be selected by it (who may be counsel for the Managing Agent, any of the Seabrook Participants, or the Insurer), and the Trustee shall not be liable for any action taken or permitted by it in good faith i
in accordance with the advice of such counsel.
E.
The Trustee shall have the right, from time to time, to be reasonably compensated for all services rendered I b
i hereunder ano to be reimbursed for all reasonable expenses incurred by it in the administration of the trusts created hereby.
The compensation and reimbursements due to the i
Trustee shall be shown in bills submitted to the Managing i
Agent.
j F.
The Trustee shall segregate into separately identified accounts such portions of the trust funds held in the name of a Seabrook Participant as the Managing Agent may
{
i direct.
In accordance with Paragraph E above, the Trustee I
shall charge such trusts for any additional expenses result-l l
ing from such segregation and accounting.
I G.
The Managing Agent, as agent for the Participants, shall indemnify the Trustee against any liability it may sustain, in good faith and without negligence, in the performance of its duties hereunder.
l H.
The Trustee shall maintain appropriate records of all deposits, investments and earnings thereon received by the trusts and all disbursements made from the trusts, and each month the Trustee shall provide to the Managing Agent a written statement of all transactions.
In addition, the Trustee shall provide to the Managing Agant at least annually a report certifying as to the activity in each of the trusts over the period since the most recent report and t?' balances at the beginning and end of such period.
I.
Each Seabrook Participant, the Insurer, and the agents of each shall have the right to review, inspect and _ _ -
7- --
s.
a audit the books and records of the Trustee relating to the trusts established on behalf of such Participant or the Insurer, as applicable, provided that the expenses of such review, inspection or audit shall be paid by the Seabrook Participant, or the Insurer, as applicable, causing such review, inspection or audit to be performed. ;The Managing Agent and its agents shall also have the authority to make such a review, inspection and audit of any one or more of the
. trusts hereunder, in which case the expense shall be treated as an administration expense allocable to all the trusts hereunder or to the trusts reviewed, inspected or audited as the Managing Agent (in its sole discretion) shall deem reasonable.
All reviews, inspections and audits shall take place during normal business hours.
Reasonable notice shall be given to the Trustee of any review, inspection or audit.
J.
With respect to federal, state or local income taxes
)
l imposed on the trusts at the trust (rather than the i
Participant) level, the Trustee shall cause appropriate tax returns to be prepared and filed and, pursuant to Section 4.03 (and subject to the limitations set forth in that Section), shall pay any taxes shown to be due out of the i
appropriate trust moneys held by it.
The Managing Agent shall, on a timely basis, provide the Trustee with any information needed and requested with respect to the filing of such tax returns.
The Trustee shall be exonerated from any and all liability resulting from the preparation and !
1 I
)
filing of tax returns to the extent such liability arises I
1 from written information supplied to the Trustee by the s
Managing Agent, the Insurer, or a Participant.
With the I
concurrence of the Managing Agent, the Trustee shall have the right to challenge the obligation to make payment of any such taxes and shall have the authority to settle any proceedings f
I related to such taxes, and to receive refunds and take any other action necessary or appropriate in regard to taxes on the trusts.
)
K.
The Trustee shall prepare and submit such applicab tions, reports and other documents as may be required-by any j
governmental authority having jurisdiction over the trusts and performance of the trust obligations and activities specified by this Decommissioning Trust Agreement.
i L.
The Trustee shall have no obligation for any damage, cost, cause of action, charge or other liability arising from I
the operation or financing of the Unit.
1 M.
Without in any way limiting the powers and authority s
conferred upon the Trustee by other provisions of $his Decommissioning Trust Agreement or by law, and to the extent I
not inconsistent with the investment guidelines of Exhibit B I
i as then in effect, the Trustee is expressly authorized and empowered as follows.
l (1)
To hold securities or other obligations in the name of the Trustee or of any other person, firm or
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J corporation, without indication of any fiduciary capacity; (2)
To give general or special proxies or powers of attorney (which may or may not be discretionary and with power of substitution) for voting or acting with respect to securities; to deposit securities with, or transfer them to, protective committees, voting q
l trustees, or similar bodies; to join in any reorganiza-j
)
tion, and to pay assessments or subscriptions called for
)
in connection with securities held by the Trusteu; (3)
To receive additions to the trusts and to hold and administer the same under the provisions hereof; (4)
To compromise or submit to arbitration any tax, claim or matter in dispute; I
l (5)
If in the opinion of the Trustee it is l
necessary or advisable to do so, to borrow money for such time at such rate of interest or discount as the Trustee deems proper; to give notes or obligations therefor binding the trust property; and as security therefor to mortgage or to pledge real or personal property with or without power of sale; (6)
To make any division or distribution of, or l
payment from, the trusts, in kind by the fair and reasonable allotment and transfer of specific securities, at then current values, in lieu of cash, as c-1 i
- a. part or the whole of any one or more shares or payments; and (7)
To credit particular receipts or gains, and to charge particular disbursements or losses or charges, to; 3
a 1
income or to principal of the' trusts or to apportion l
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l them between income and principal, whether such credits or charges relate'to bonds acquired at a premium, to reserves or to any other matter,.all as the Trustee considers fair and reasonable in each case.
N.
The Trustee shall not be liable for any acts, I
omissions or defaults of any agent (other than its officers and employees) or depositary appointed or selected by it with i
l reasonable care or, except as otherwise provided in Section d
6.04 hereof, for any acts taken or not:taken at'the written j
l direction of the Managing Agent or the Insurer.
The Trustee I
shall be liable only for such Trustee's own acts or omissions (and those of its officers and employees)' occasioned by the willful misconduct or negligence of such Trustee -(or that of its officers and employees).
The officers and employees of the Trustee shall incur no individual liability in carrying l
out their duties hereunder.
Section 6.02.
Persons Elicible for Annointment as Successor Trustee.
Any Successor Trustee shall at all times t
be a corporation, bank or trust conpany having its principal office and place of business in the United States of America, with a combined capital and surplus of at least $100,000,000
. Jl
e and authorized under applicable laws to exercise corporate trust powers and subject to supervision or examination by If the Trustee appropriate federal or state authorities.
publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority referred to in this Section, then, for the purposes j
of this Section, the combined capital and surplus of the Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
Whenever necessary to avoid or fill a vacancy in the office of the Trustee, the Managing Agent will, in the manner provided in Section 7.02, appoint a Trustee so that there shall at all times be a Trustee eligible under this Section.
Section 6.03.
Mercer or Consolidation of the Trustee.
Subject to the requirements of Section 6.02 hereof, any corporation into which the Trustee may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Trustee shall be a party or any corporation to which substantially all the business and assets of the Trustee may be transferred, shall be the Trustee under this Decommissioning Trust Agreement, without further act. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ - _ _ _ _ - _ -
ARTICLE VII Successor Trustee Section 7.01.
Resignation and Removal.
The Trustee'may resign oy giving at least six weeks' prior written notice to the Managing Agent, such resignation to become effective on the day specified in such notice, or upon the appointment of 1
a successor and such successor's acceptance, whichever is later.
The Managing Agent may at any time remove the Trustee, with or without cause, upon at least six weeks prior written notice, such notice to be in the form of an Officer's certificate declaring such removal and specifying the successor trustee appointed pursuant to Section 7.02.
Section 7.02.
Accointment of Successor.
In the event the Trustee resigns, is removed, or becomes incapable of acting or is adjudged a bankrupt or insolvent, or if a 1
receiver of such entity or its property is appointed or a public officer takes charge or control of such entity or its property or affairs for the purpose of rehabilitation,
- observation or liquidation, a vacancy shall be deemed to exist in the office of such Trustee, and a successor shall be appointed by the Managing Agent.
Such appointment shall take effect upon acceptance as provided in Section 7.03.
If, in a proper case, no successor Trustee shall have been appointed pursuant to the foregoing provisions of this Section, or if appointed, shall not have accepted the _ _ _ _ _ _ _ _ _ _ _ _ - _ -
1 O
appointment, within 60 days after (a) the offective date of the resignation of the Trustee, or (b) the occurrence of a vacancy in the office of the Trustee, a Participant, or the Insurer may. apply to a court of competent jurisdiction to appoint a successor Trustee.
Section 7.03.
Accentance of Accointment by Successor Trustee.
A successor Trustee appointed hereunder shall execute an instrument accepting such appointment and deliver -
4 one counterpart thereof to the Managing Agent and, if i
applicable, the court making such appointment.
Thereupon, l
without any further act, such successor Trustee shall become vested with all the properties, rights, powers, trusts and duties of the retiring Trustee as originally named under this Decommissioning Trust Agreement.
Section 7.04.
Duties of Retirina Trustee.
Any Trustee who retires, resigns or is otherwise removed from office i
shall prepare and submit to the Managing Agent a final accounting with respect to the trusts established hereunder and, when requested by the successor Trustee in writing or by the Managing Agent, and upon payment of any lawful charges and disbursements, shall execute and deliver an instrument or instruments conveying and transferring to such successor Trustee all its properties, rights, powers, and trusts hereunder and shall duly assign, transfer and deliver to such successor Trustee all property and moneys held by it hereunder.
The Trustee shall have the right to a judicial,-
______y____
settlement of any fina) accounting before any appropriate court in the State of New Hampshire.
ARTICLE VIII Distribution of Assets uDon Termination Section 8.01.
Transfer to Successor Trust.
In the event that one or more of the decommissioning trusts j
established pursuant to this Decommissioning Trust Agreement is required or permitted by an action of any governmental authority having jurisdiction to be transferred to another trust or trusts in order to satisfy the purposes specified in Section 2.02, the Managing Agent shall have the right, by written notice to the Trustee to elect to have such trust or trusts merged into such other trust or trusts.
Upon the completion of such transfer, the specified trust shall terminate.
Section 8.02.
Final Distribution.
Any moneys remaining in a trust following completion of the pre-operational decommissioning process for the Unit, as evidenced by an appropriate order, license expiration or other action of the NRC, shall be distributed by the Trustee to the Managing Agent for the benefit of the applicable Seabrook Participant, in the case of a trust established with respect to a Participant or the Insurer, in the case of the Insurer's Trust, except as may be otherwise ordered by any governmental authority having jurisdiction over such distribution. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ _ _ _ _ -
l If any of the trusts created by this Decommissioning I
Trust Agreement is finally determined to be void for any reason by a court or other governmental authority having jurisdiction, any portion of the trust property which cannot then be applied to achievement of the purposes specified herein shall be distributed in the manner specified in this Section 8.02.
ARTICLE IX General Provisions Section 9.01.
Sucolemental Trust Acreements.
Subject to Section 2.03 hereof, this Decommissioning Trust Agreement may be amended or supplemented from time to time by the execution and delivery of one or more supplemental trust agreements by and between the Managing Agent and the Trustee, provided that the amendment or supplement has (been approved by the Insurer and] received any required approval or acceptance by any governmental body having jurisdiction.
i Se: tion 9.02.
No Imolied Obligations.
This Decommissioning Trust Agreement shall not be interpreted to impose any duty, responsibility, obligation or liability upon the Trustee or the Managing Agent in addition to those i
l duties, responsibilities, obligations and liabilities which i
are imposed by law or expressly specified in this instrument.
l Section 9.03.
Aeolicable Law; Forum.
This Decommissioning Trust Agreement and the trusts hereunder
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e d
shall be governed by and construed in accordance with the laws of the State of New Hampshire.
Any dispute concerning the interpretation or application of this Decommissioning Trust Agreement, or the distribution of any of its assets shall be initiated only in a state or federal court of competent subject matter jurisdiction located within the State of New Hampshire.
Section 9.04.
Unenforceable Provisions.
Any provision of this Decommissioning Trust Agreement which is prohibited or is determined to be unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdic-tion.
Section 0.05.
Written Chances and Notices.
No term or provision of this Decommissioning Trust Agreement may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party or other person against whom enforcement of the change, waiver, discharge or termination is sought; and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
Section 9.06.
Counterparts.
This Decommissioning Trust Agreement may be executed by the parties hereto in separate - _ _ _ _ - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ _ _ _ _ _
counterparts, each of which when so executed and delivered shall be an' original, but all such counterparts shall together' constitute but one and the same instrument.
Section 9.07.
Headinas. Pronouns.
The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.
A pronoun in the masculine gender shall include the feminine and vice versa.
~ _.
IN WITNESS WHEREOF, the parties hereto have caused this Decommissioning Trust Agreement to be duly executed'by their respective authorized officers as of the date first above written.'
Canal Electric Company The Connecticut Light &
Power Company EUA Power Corporation Hudson Light & Power Department Massachusetts Municipal Wholesale Electric Company Montaup Electric Company New England Power Company New Hampshire Electric Cooperative, Inc..
Public Service Company of New Hampshire Taunton Municipal Lighting Plant United Illuminating company Vermont Electric Generation &
Transmission Cooperative, Inc.
By NEW HAMPSHIRE YANKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, as Agent j
By Its President FIRST NH INVESTMENT SERVICES CORPORATION, as Trustee By Its P sildent _ _ _ _ _ _ _ _ _ - _ _ - -
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c EXHIBIT A Ownershio Shares of the Seabrook Participants Participant Ownershio Share Canal Electric Company 3.52317%
Connecticut Light & Power Co.
4.05985%
EUA Power Corporation 12.1324%
Hudson Light &~ Power Department 0.07737%
Mass. Municipal Wholesale Electric Co.-
11.5934%
Montaup Electric Company 2.89989%
New England Power Company 9.95766%
New Hampshire Electric' Cooperative 2.17391%
Public Service Company of New Hampshire 35.56942%
J Taunton Municipal Lighting Plant 0.10034%
United Illuminating Company 17.5%
Vermont Electric Generation &
Transmission Cooperative, Inc.
0.41259%
100%-
=
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EXHIBIT B INVESTMENT GUIDELINES for the PRE-OPERATIONAL DECOMMISSIONING TRUST The fund is to be managed to achieve'the following objectives:
1.
Preserve the purchasing power of the principal by.
achieving investment earnings in. excess of-inflation.
2.
Preserve the principal from market'value erosion.
The Trustee shall operate within the following guidelines.
Permissible Investments The investment shall be limited to the following securities.
1.
Public debt securities of the United States and agencies, including:.
Treasury Bills Treasury Notes Treasury Bonds Agency Issues 2.
Obligations of a state or' local government which are not in default as to principal or interest.
3.
Short-term investments:
Commercial Paper l
Repurchase Agreements Short-term Investment Funds (STIF Accounts)
Risk Control 1.
Maturity - The maturity of the portfolio shall not exceed the projected cash flow requirements of the budget prepared pursuant to Section 4.01 hereof.
1 1
i
4 i
k 2.
Quality - Bonds must be rated at least A-1 by i
Moody's or A+ by Standard & Poor's.
Commercial
)
paper must have the high~est rating (P-1 by Moody's or A-1 by Standard & Poor's).
3.
Diversification - No more than 10% of a tax-exempt portfolio shall be invested in debt _ obligations of a single issuer.
No more than 25% of a tax-exempt portfolio may be invested in debt obligations of issuers within any single state.
There shall be no limit on the U.S. Government and Agency holdings, with the exception of the Federal National Mortgage-Association (FNMA), which shall not exceed 10% of-l the portfolio.
Commercial paper of a single issuer
)
shall not exceed 10% of the portfolio.
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SEABROOK PRS-OPERATIONAL DECOMMISSIONING TRUST AGREEMENT j
INDEX Pace ARTICLE I:
DEFINITIONS 1.01 Defined Terms 4
j l
ARTICLE II:
IDENTIFICATION, NATURE AND DURATION OF THE TRUSTS l
6 l
2.01 Identification of Trusts 2.02 Nature and Purpose 6
1 2.03 Duration; Amendment 8
ARTICLE III:
THE MANAGING AGENT 3.01 Description of Agency..............................
9 3.02 Replacement of Managing Agent
)
9 ARTICLE IV:
PRE-OP DECOMMISSIONING TRUST FUNDS 4.01 Deposits to Pre-Op Decommissioning Trusts.......... 10 4.02 Insurer's Trust
.................................... 12 4.03 Management of Trust Moneys......................... 12 4.04 Withdrawal of Trust Moneys......................... 14 ARTICLE V:
CONSOLIDATION, MERGER, CONVEi'ANCE 5.01 The Seabrook Participants May Consolidate or Merge l
on Certain Terms
...................s.............
18 5.02 Other Successors................................... 18 ARTICLE VI:
THE TRUSTEE 6.01 Acceptance of Trusts; Certain Terms of the Trusts.. 19 6.02 Persons Eligible for Appointment as Successor Trustee
................................ 24 6.03 Merger or Consolidation of the Trustee............. 25 ARTICLE VII:
SUCCESSOR TRUSTEE 7.01 Resignation and Removal............................ 26 7.02 Appointment of Successor..........................
26 7.03 Acceptance of Appointment by Successor Trustee 27 7.04 Duties of Retiring Trustee
......................... 27
.*e e o e r ARTICLE VIII:
DISTRIBUTION OF ASSETS UPON TERMINATION 1
28
)
8.01 Transfer to Successor Trust 8.02 Final Distribution................................. 28 i
' ARTICLE IX:
GENERAL PROVISIONS 9.01 Supplemental-Trust Agreements...................... 29 9.02 No Implied Obligations............................. 29 j
9.03 Applicable Law; Forum.............................. 29 j
9.04 Unenforceable Provisions 30 9.05 Written Changes and Notices........................ 30 9.06 Counterparts....................................... 30 9.07 Headings, Pronouns 31 SCHEDULE OF EXHIBITS Exhibit A:
Ownership Shares of the Seabrook Participants Exhibit B:
Investment Guidelines i
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