NL-19-084, Application for Order Consenting to Transfers of Control of Licenses and Approving Conforming License Amendments

Application for Order Consenting to Transfers of Control of Licenses and Approving Conforming License Amendments

ML19326B953
Person / Time
Site:	Indian Point
Issue date:	11/21/2019
From:	Bakken A Entergy Nuclear Operations
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
Shared Package
ML19326C089	List: NL-19-084, Application for Order Consenting to Transfers of Control of Licenses and Approving Conforming License Amendments
References
NL-19-084
Download: ML19326B953 (284)

Text

Entergy Nuclear Operations, Inc.

1340 Echelon Pkwy Jackson, MS 39213 601-368-5000 A. Christopher Bakken III President & Chief Executive Officer 10 CFR 50.80 10 CFR 50.90 10 CFR 72.50 NL-19-084 November 21, 2019 U.S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555-0001

SUBJECT:

Application for Order Consenting to Transfers of Control of Licenses and Approving Conforming License Amendments Indian Point Nuclear Generating Units 1, 2 and 3 Docket Nos. 50-3, 50-247, 50-286 and 72-051 Provisional Operating License No. DPR-5 Renewed Facility Operating License Nos. DPR-26 and DPR-64

Dear Sir or Madam:

In accordance with Section 184 of the Atomic Energy Act, as amended (the Act), Title 10 Code of Federal Regulations (CFR) 50.80, 10 CFR 50.90, and 10 CFR 72.50, Entergy Nuclear Operations, Inc. (ENOI), on behalf of itself, Entergy Nuclear Indian Point 2, LLC (ENIP2),

Entergy Nuclear Indian Point 3, LLC (ENIP3), Holtec International (Holtec), and Holtec Decommissioning International, LLC (HDI) (together, Applicants),* respectfully request that the U.S. Nuclear Regulatory Commission (NRC) consent to: (1) the transfer of control of Provisional Operating License No. DPR-5 and Renewed Facility Operating License Nos. DPR-26 and DPR-64 for Indian Point Nuclear Generating Station, Units 1, 2 & 3 (referred to individually as IP1, IP2, or IP3 and collectively as the Indian Point Energy Center or IPEC), as well as the general license for the IPEC Independent Spent Fuel Storage Installation (ISFSI) (collectively the Licenses), to Holtec subsidiaries to be known as Holtec Indian Point 2, LLC (Holtec IP2) and Holtec Indian Point 3, LLC (Holtec IP3); and (2) the transfer of ENOIs operating authority (i.e., its authority to conduct licensed activities at IPEC) to HDI. In addition, the Applicants request that the NRC approve conforming administrative amendments to the Licenses to reflect the proposed transfer of the Licenses from ENOI to HDI, Holtec IP2 and Holtec IP3; and deletion of certain license conditions to reflect satisfaction and termination ENIP2 is the licensed owner of IP1 and IP2. ENIP3 is the licensed owner of IP3.

NL-19-084 / Page 2 of 6 of certain obligations after the license transfers. Enclosure 1 provides the basis for this request and the required documentation.

Approval of these transfers is sought to effectuate a transaction under which IPEC will be transferred to a wholly-owned subsidiary of Holtec, Nuclear Asset Management Company, LLC (NAMCo), pursuant to the terms of a Membership Interest Purchase and Sale Agreement (MIPA). Pursuant to the terms of the MIPA, the transaction would occur only after the permanent removal of fuel from the IP3 reactor. Just prior to the proposed transaction, Entergy will transfer all of the assets and liabilities of ENIP2 and ENIP3 to new entities that ultimately will become Holtec IP2 and Holtec IP3. NAMCo will acquire the equity interests in the parent company of these companies, and through a merger, NAMCo will emerge as the direct parent company owner of Holtec IP2 and Holtec IP3. As a result, control of the IPEC licenses will be transferred to Holtec. The MIPA and the proposed transaction have been approved by the boards of directors of both Entergy Corporation (Entergy) and Holtec.

Following the license transfers, Holtec IP2 will hold the owner licenses for IP1 and IP2, and Holtec IP3 will hold the owner license for IP3. In addition, HDI, an indirect wholly-owned subsidiary of Holtec, will assume licensed responsibility for the IPEC units through transfers of ENOIs responsibility for licensed activities at IPEC to HDI. HDI is a special purpose entity formed by Holtec to be the licensed operator that will decommission nuclear power plants, including IPEC.

Because the transfers will not occur until after the docketing of ENOIs certifications of permanent cessation of operations and permanent removal of fuel from both reactor vessels (ENOI plans to permanently cease operations and permanently defuel IP2 approximately one year before it plans to permanently cease operations and permanently defuel IP3), the Part 50 licenses will no longer authorize operation of the reactors or emplacement or retention of fuel in the reactor vessels. Accordingly, HDIs licensed activities will involve possessing and disposing of radioactive material, maintaining the facility in safe condition (including storage, control, and maintenance of the spent fuel), decommissioning and decontaminating the facility, and maintaining the ISFSI until it can be decommissioned, each in accordance with the Licenses and the NRC regulations.

HDI will operate (i.e., conduct licensed activities at) IPEC. Holtec IP2 and Holtec IP3 will enter into a Decommissioning Operator Services Agreement with HDI, which will provide for HDI to act as their agent and for Holtec IP2 and Holtec IP3 to pay HDIs costs of post-shutdown operations, including decommissioning costs and spent fuel management costs. This is an HDI regulatory commitment.

A simplified organization chart reflecting the current IPEC licensees and their owners is provided as Figure 1 following this letter. The planned ownership structure following the proposed transfers is depicted in Figure 2. These organization charts are simplified in that they only show the companies in the chain of ownership of the licensee entities before and after the proposed transfers. With the exception of certain excluded assets discussed in the enclosed Application for Consent to Transfers of Control of Licenses and Approval of Conforming License Amendments (Application), Holtec IP2 will own IP1 and IP2, and Holtec IP3 will own IP3. Holtec IP2 and Holtec IP3 will also respectively own each units associated

NL-19-084 / Page 3 of 6 assets and real estate, including each units nuclear decommissioning trust fund (NDT), title to spent nuclear fuel, and rights pursuant to the terms of the Standard Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste with the U.S. Department of Energy (DOE).

In addition, Holtec (through its subsidiary HDI) has formed Comprehensive Decommissioning International, LLC (CDI), a jointly-owned company with SNC-Lavalin Groups subsidiary, Kentz USA, Inc. CDI is majority-owned by HDI. Pursuant to a Decommissioning General Contractor Agreement between HDI and CDI and as shown on Figure 2, CDI will manage and perform the day-to-day activities, including decommissioning activities, to maintain compliance with the Licenses and NRC regulations, subject to HDIs direct oversight and control as the licensed operator.

The proposed license transfers are desirable and of considerable benefit to the citizens of New York, because they will result in the prompt decommissioning of IPEC and release of all portions of the site other than the ISFSI on an accelerated schedule, supported byexperienced personnel with expertise in decommissioning and spent fuel management. Following the license transfers, HDI plans to complete the transfer of spent nuclear fuel to the ISFSI as soon as practicable and to promptly proceed with decontamination and dismantlement of the site (other than the ISFSI).

The project goal for completing the radiological decommissioning, restoration and release for unrestricted use of the non-ISFSI portions is within fifteen years after the license transfers.

The projected NDT fund values at closing are expected to fully fund HDIs site-specific estimates of the radiological decommissioning costs. Further, HDIs cash-flow analyses based on site-specific decommissioning cost estimates for each IPEC unit demonstrate that the funds in the individual unit NDTs at closing will be sufficient to fund their respective radiological decommissioning costs through the expected license termination date, and thus demonstrates the financial qualifications of Holtec IP2 and Holtec IP3.

The financial assurance required by 10 CFR 50.75, 10 CFR 50.82(a)(8)(vi), and 10 CFR 72.30(b) and (c) for decommissioning IPEC, including eventually the ISFSI, will be provided by Holtec IP2 and Holtec IP3 using the prepayment method in accordance with 10 CFR 50.75(e)(1)(i) and 10 CFR 72.30. As previously mentioned, Holtec IP2 and Holtec IP3 will maintain NDTs with the assets from the existing IP1, IP2 and IP3 NDTs, which as of October 31, 2019 contained a total of approximately $2.1 billion.

HDI is financially qualified to be IPECs decommissioning licensed operator, because under the terms of the Decommissioning Operator Services Agreement between Holtec IP2 and Holtec IP3 and HDI, Holtec IP2 and Holtec IP3 will be required to pay for HDIs costs of post-shutdown operation, including all decommissioning costs at IPEC.

Information supporting this request for consent and approval is provided in the enclosed Application. A mark-up of the proposed conforming amendments is included in the Application as Attachment A.

The assets also include the Provisional Decommissioning Trust for IP1 and IP2 (Provisional Trust).

For purposes of this Application, references to the NDTs include the Provisional Trust.

NL-19-084 / Page 4 of 6 In addition, the Application in Enclosure 1 provides information pertaining to the proposed transfers as required by 10 CFR 50.80. The referenced information demonstrates that: (1) the proposed transfers of the ownership interests to NAMCo, which will be the parent company of Holtec IP2 and Holtec IP3, and the transfers of ENOIs decommissioning operator authorities under the Licenses to HDI will permit the prompt decommissioning of IPEC; (2) Holtec IP2, Holtec IP3, and HDI have the requisite managerial, technical, and financial qualifications to be the licensees for IPEC; (3) Holtec IP2 and Holtec IP3 will provide reasonable assurance of funding for decommissioning of the facility, spent fuel management, and ISFSI decommissioning; (4) the material terms of the Licenses will not be affected; and (5) the license transfers will not result in any impermissible foreign ownership, control or domination.

HDI plans to decommission IPEC using the DECON method and plans to submit to the NRC a Post-Shutdown Decommissioning Activities Report (PSDAR), including a Site-Specific Decommissioning Cost Estimate (DCE), reflecting its decommissioning plans following the proposed transfers of the Licenses. The HDI PSDAR would become effective upon the transfer of the Licenses. In addition, because HDIs funding plan for spent fuel management and site restoration activities relies on the use of NDT funds, HDI plans to request an exemption to allow HDI to use of a portion of the NDT funds for these activities.

Subject to the satisfaction of all closing conditions, including receipt of all required regulatory approvals, the Applicants are targeting a transaction closing in May 2021, after IP3 has been permanently shut down and defueled. Accordingly, the Applicants respectfully request that the NRC review the enclosed Application on a schedule that will permit issuance of an order consenting to the transfer and approval of conforming license amendments as promptly as possible and in any event within 12 months from the date of application. The Applicants are prepared to work closely with the NRC to facilitate the review of the Application. The Applicants also request that the license amendments be made effective as of the date the transfers are completed. ENOI will notify the NRC staff at least 2 business days prior to the expected closing date for the transaction. This is a regulatory commitment.

There are certain regulatory filings and rulings beyond that of the NRC that must be made and obtained prior to the closing of the proposed transaction, including filings with the New York Public Service Commission. The Applicants will keep the NRC informed of any significant changes in the status of other required approvals or developments that could have an impact on the closing date.

In summary, the proposed transfers will neither have any adverse impact on the public health and safety, nor be inimical to the common defense and security. The proposed transfers will be consistent with the requirements of the Act, the NRC regulations, and the IPEC Licenses. The Applicants therefore respectfully request that the NRC consent to the transfers of the IPEC Licenses in accordance with 10 CFR 50.80 and 10 CFR 72.50 and issue the conforming license amendments requested herein pursuant to 10 CFR 50.90.

A separately bound Enclosure 1P of the Application contains the MIPA, which includes confidential commercial and financial information. The Applicants request that this information be withheld from public disclosure pursuant to 10 CFR 2.390, as described in the Affidavits provided in Attachment G to the Application. A redacted version of the MIPA, suitable for public disclosure, is in Attachment B to the Application.

In accordance with 10 CFR 50.91(b)(1), a copy of this submittal has been sent to the State of New York.

NL-19-084 / Page 5 of 6 This Application contains regulatory commitments as noted in Attachment F to the Application.

In the event that the NRC has any questions about the proposed transaction described in this letter and in the Application or wishes to obtain any additional information about the transfers of the Licenses, please contact Phil Couture on behalf of ENOI at 601-368-5102 or pcoutur@entergy.com, or contact Andrea Sterdis on behalf of HDI at 856-797-0900, x3813 or a.sterdis@holtec.com.

Service upon the Applicants of any notices, comments, hearing requests, intervention petitions, or other pleadings should be made to:

For ENOI, ENIP2, and ENIP3: For Holtec and HDI:

Susan H. Raimo Katherine L. Perkins Entergy Services, LLC Holtec International 101 Constitution Avenue, NW Holtec Technology Campus Suite 200 East 1 Holtec Boulevard Washington, DC 20001 Camden, NJ 08104 Phone: 202-530-7330 Phone: 856-797-0900, x3792 E-mail: sraimo@entergy.com E-mail: k.perkins@Holtec.com John E. Matthews Andrea L. Sterdis Morgan, Lewis & Bockius LLP Holtec Decommissioning International, LLC 1111 Pennsylvania Ave., NW Holtec Technology Campus Washington DC 20004 1 Holtec Blvd Phone: 202-739-5524 Camden, NJ 08104 E-mail: john.matthews@morganlewis.com Phone : 856-797-0900, x3813 E-mail : a.sterdis@holtec.com


  

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ENCLOSURE 1 Application for Order Consenting to Transfers of Control of Licenses and Approving Conforming License Amendments (NRC Provisional Operating License No. DPR-5, Renewed Facility Operating License Nos. DPR-26 and DPR-64, and General License for Independent Spent Fuel Storage Installation)

TABLE OF CONTENTS

1. INTRODUCTION 1

2. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE 2 A. Purpose and Description of the License Transfer 2 B. Nature of the Transaction Making the License Transfer Desirable 3

3. GENERAL CORPORATE INFORMATION REQUIRED BY 10 CFR 50.33(A)-(D) 5

4. FOREIGN OWNERSHIP, CONTROL, OR DOMINATION 5

5. TECHNICAL QUALIFICATIONS 6 A. Holtec International 6 B. Holtec Decommissioning International 8 C. Comprehensive Decommissioning International 11 D. Transfer of ENIP2, ENIP3 and ENOI Assets, Knowledge, and Incumbent Staff 13 E. Strategic Partner Experience and Expertise 14 F. HDIs Ability to Conduct Licensed Activities at Multiple Sites 15 G. Conclusion 16

6. FINANCIAL QUALIFICATIONS 17 A. Holtec IP2 and Holtec IP3 17 B. Holtec Decommissioning International 199

7. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION 19

8. OTHER NUCLEAR REGULATORY ISSUES 20 A. Price-Anderson Indemnity and Nuclear Insurance 20 B. Standard Contracts for Disposal of Spent Nuclear Fuel 20 C. Exclusion Area Control 20 D. Quality Assurance Program 20 E. No Significant Hazards Consideration 21

9. ENVIRONMENTAL REVIEW 21

10. EFFECTIVE DATE AND OTHER REQUIRED REGULATORY APPROVALS 21

11. CONCLUSION 22 i

Attachment A - Provisional Operating License and Renewed Facility Operating Licenses (Changes)

Attachment B - Membership Interest Purchase and Sale Agreement (MIPA) (Non-Proprietary Version) (Without Exhibits)

Attachment C - General Corporate Information Regarding Holtec International, Holtec Power, Inc., Nuclear Asset Management Company, LLC, Holtec Indian Point 2, LLC, Holtec Indian Point 3, LLC and Holtec Decommissioning International, LLC, and Resumes of Key Management Personnel Attachment D - Schedule and Financial Information for Decommissioning Attachment E - Form of Decommissioning Operator Services Agreement Between Holtec Indian Point 2, LLC, Holtec Indian Point 3, LLC, and Holtec Decommissioning International Attachment F - Regulatory Commitments Attachment G - Affidavits Supporting Request for Withholding Pursuant to 10 CFR 2.390 ii

1. INTRODUCTION In accordance with Section 184 of the Atomic Energy Act, as amended (the Act), Title 10 Code of Federal Regulations (CFR) 50.80, 10 CFR 50.90, and 10 CFR 72.50, Entergy Nuclear Operations, Inc. (ENOI), on behalf of itself, Entergy Nuclear Indian Point 2, LLC (ENIP2),

Entergy Nuclear Indian Point 3, LLC (ENIP3), Holtec International (Holtec), and Holtec Decommissioning International, LLC (HDI) (together, Applicants), respectfully request that the U.S. Nuclear Regulatory Commission (NRC) consent to: (1) the transfer of control of Provisional Operating License No. DPR-5 and Renewed Facility Operating License Nos. DPR-26 and DPR-64 for Indian Point Nuclear Generating Station, Units 1, 2 & 3 (referred to individually as IP1, IP2, or IP3 and collectively as the Indian Point Energy Center or IPEC), as well as the general license for the IPEC Independent Spent Fuel Storage Installation (ISFSI) (collectively the Licenses), to Holtec subsidiaries to be known as Holtec Indian Point 2, LLC (Holtec IP2) and Holtec Indian Point 3, LLC (Holtec IP3); and (2) the transfer of ENOIs operating authority (i.e., its authority to conduct licensed activities at IPEC) to HDI. In addition, the Applicants request that the NRC approve conforming administrative amendments to the Licenses to reflect the proposed transfer of the Licenses from ENOI to HDI, Holtec IP2 and Holtec IP3; and deletion of certain license conditions to reflect satisfaction and termination certain obligations after the license transfers. These administrative changes are based on Amendment 61 to the IP1 Provisional Operating License and Amendments 291 and 266 to the IP2 and IP3 Renewed Facility Operating Licenses, respectively, and are shown in Attachment A to this enclosure.

The license amendments should be approved, but not issued until consummation of the transaction as described below. ENOI and HDI will notify the NRC at least two business days prior to the expecting closing date so that the conforming license amendments can be issued concurrently with the transaction closing. Subject to the satisfaction of all closing conditions, including receipt of all required regulatory approvals, the Applicants are targeting a transaction closing in May 2021, after IP3 has been permanently shut down and defueled.

Approval of these transfers is sought to effectuate a transaction under which IPEC will be transferred to a wholly-owned subsidiary of Holtec, Nuclear Asset Management Company, LLC (NAMCo), pursuant to the terms of a Membership Interest Purchase and Sale Agreement (MIPA). Pursuant to the terms of the MIPA, the transaction would occur only after the permanent removal of fuel from the IP3 reactor. (ENOI plans to permanently cease operations and permanently defuel IP2 approximately one year before it permanently ceases operations and permanently defuels IP3.) Just prior to the proposed transaction, all of the assets and liabilities of ENIP2 and ENIP3 will be transferred to new entities that ultimately will become Holtec IP2 and Holtec IP3. NAMCo will acquire the equity interests in the parent company of these companies, and following a merger, NAMCo will emerge as the direct owner of Holtec IP2 and Holtec IP3. As a result, control of the IPEC licenses will be transferred to Holtec. The MIPA and the proposed transaction have been approved by the boards of directors of both Entergy Corporation (Entergy) and Holtec.

HDI will operate (i.e., conduct licensed activities at) IPEC. HDI was formed by Holtec to operate and decommission all Holtec-owned decommissioning nuclear power plant sites, including IPEC. HDIs mission is to assume licensed operator responsibilities for decommissioning nuclear power plants that Holtec acquires, including IPEC.

After the closing of the transaction and license transfers, Holtec IP2 will own IP1 and IP2, and Holtec IP3 will own IP3, as well as its associated assets and real estate with the exception of 1

certain excluded assets1. Holtec IP2 and Holtec IP3 will also respectively own each units nuclear decommissioning trust fund 2 (NDT), title to spent nuclear fuel, and rights pursuant to the terms of the Standard Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste with the U.S. Department of Energy (Standard Contract). Holtec IP2 and Holtec IP3 will continue to hold the NDT assets in trusts segregated from their other assets and outside of their administrative control.

HDI will contract with Comprehensive Decommissioning International, LLC (CDI), a company jointly formed and owned by Holtec and SNC-Lavalin Group, as the Decommissioning General Contractor. CDI is majority-owned by HDI. SNC-Lavalin holds its interest in CDI through a wholly-owned U.S. subsidiary, Kentz USA, Inc. Holtec and SNC-Lavalin have transferred employees into CDI. SNC-Lavalin has transferred commercial nuclear personnel and capabilities into CDI from other subsidiaries including Atkins Energy, Inc., which is based in Columbia, South Carolina. In addition, CDI has integrated experienced nuclear power plant personnel who were on-staff at the time of Holtecs purchase of the Oyster Creek Nuclear Generating Station and the Pilgrim Nuclear Power Station. Pursuant to a Decommissioning General Contractor Agreement between HDI and CDI, following license transfers, CDI will manage and perform the day-to-day IPEC activities, including decommissioning activities, in compliance with the licenses and the NRC regulations, subject to HDIs direct oversight and control as the decommissioning licensed operator and majority owner of CDI.

A copy of the MIPA is provided in a separately bound Addendum as Enclosure 1P. This version contains confidential commercial and financial information that should be withheld from public disclosure pursuant to 10 CFR 2.390. A redacted version of the MIPA, suitable for public disclosure, is Attachment B to the Application.

2. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE A. Purpose and Description of the License Transfer The IPEC units are pressurized water nuclear reactors located in Buchanan, New York, in Westchester County on the eastern banks of the Hudson River. IP1 ceased operations on October 31, 1974. Units 2 and 3 are licensed to generate 3216 MWt each, and generate 1078 MWe and 1080 MWe, respectively. By letter dated February 8, 2017, ENOI notified the NRC that it had decided to permanently cease operations at IP2 by April 30, 2020 and to permanently cease operations at IP3 by April 30, 2021.

Following approval from the NRC and upon the closing of the transaction, Holtec IP2 will own IP1 & IP2, and Holtec IP3 will own IP3 pursuant to the terms of the MIPA. As such, Holtec IP2 and Holtec IP3 will have licensed responsibility for IPEC as the licensed owners. Holtec IP2 and Holtec IP3 will enter into a Decommissioning Operator Services Agreement for decommissioning services with HDI, which provides for HDI to act as their agent and for Holtec 1

The excluded assets consist of certain insurance premium refunds and distributions, intellectual property, certain excess inventory and equipment.

2 This includes the Provisional Decommissioning Trust for IP1 and IP2 (Provisional Trust). For purposes of this Application, references to the NDTs include the Provisional Trust.

2

IP2 and Holtec IP3 to pay for all of HDI's costs of decommissioning, spent fuel management, and site restoration. This is a regulatory commitment. A copy of the form of Decommissioning Operator Services Agreement is provided as Attachment E.

HDI will become the IPEC licensed operator for decommissioning, and CDI will perform day-to-day activities at the site, including decommissioning activities, pursuant to the Decommissioning General Contractor Agreement between HDI and CDI, subject to HDIs direct oversight and control as the licensed operator. HDI is structured to function similarly to the fleet operating entity that exists in many current nuclear industry utilities with a fleet of operating units, including the current IPEC structure. Pursuant to the terms of the MIPA, closing of the transaction cannot occur until the satisfaction of several conditions, including ENOIs certification pursuant to 10 CFR 50.82(a)(1)(ii) that fuel has been permanently removed from the IP2 and IP3 reactor vessels have been docketed, which is expected to occur within a few weeks after cessation of operations of each unit.

A simplified organization chart reflecting the current IPEC licensees and their owners is provided as Figure 1 to the letter accompanying this Application. The planned ownership following the proposed transfers is depicted in Figure 2. The Figure 2 ownership structure developed by Holtec to support the intended acquisition of multiple decommissioning nuclear power plant sites is based on the typical organization structure for many current nuclear utility fleets. Nuclear Asset Management Company (NAMCo) is an indirect wholly owned subsidiary of Holtec formed to be the management company for all Holtec-owned decommissioning nuclear power plant sites, including the IPEC site. These organization charts are simplified in that they only show the companies in the chain of ownership of the licensee entities before and after the proposed transfers.

HDIs contractual relationship with CDI (as the Decommissioning General Contractor) is also depicted on Figure 2. CDI has been formed to provide an organization that performs safe and efficient decommissioning of the anticipated Holtec fleet of decommissioning nuclear power plant sites. CDI will efficiently and effectively incorporate lessons-learned and best practices as well as technology and process improvement as sites are decommissioned.

Additional detail is provided in Section 5 regarding the technical qualifications of HDI and CDI.

B. Nature of the Transaction Making the License Transfer Desirable The purpose of the transfers of the Licenses is to permit the prompt decommissioning of IPEC.

The transfers are desirable and of considerable benefit to the citizens of New York, because the transfers will result in the decommissioning of the IPEC site and unrestricted release of all portions of the site, other than the ISFSI, on an accelerated schedule. HDIs goal is to complete radiological decommissioning, restoration, and release for unrestricted use for the non-ISFSI portions of the site (a partial site release) within fifteen years following license transfer, as compared with sixty years under continued Entergy ownership if Entergy were to select a sixty-year SAFSTOR approach.

HDI plans to submit a Post-Shutdown Decommissioning Activities Report (PSDAR), including a Site-Specific Decommissioning Cost Estimate (DCE), reflecting its plans for accelerated decommissioning (i.e., DECON) following the proposed transfer of the Licenses. The HDI PSDAR will become effective upon transfer of the IPEC licenses to HDI. In accordance with 10 CFR 50.82(a)(4)(i), HDIs PSDAR will describe the planned decommissioning activities to be undertaken, along with a schedule for their accomplishment, an estimate of expected costs, and 3

an evaluation of environmental impacts consistent with the projections provided in Attachment D to this application.

The license transfers effectuating this acquisition will place IPEC in a well-supported organization specifically focused on and experienced with spent fuel management and decommissioning. In the event that this Application is not approved, or if the transaction does not close, the HDI PSDAR and DCE would be ineffective, and ENOI would submit its own PSDAR and DCE.

Under the terms of the proposed transaction, HDI plans to complete the transfers of spent nuclear fuel in the spent fuel pools to the ISFSI as soon as practicable and will proceed with decontamination and dismantlement of the IPEC site (other than the ISFSI). HDIs goal is to complete radiological decommissioning, restoration, and release for unrestricted use for the non-ISFSI portions of the site within a planned fifteen-year period following the license transfers.

Importantly, the transaction will place responsibility for licensed activities with organizations whose core businesses are focused on radiological decommissioning and spent fuel management. Holtec is an industry leader in the development of spent fuel management technologies and has developed proto-prompt decommissioning, which enables used fuel to be placed in dry storage in as little as two years after the reactor is shutdown. In addition, HDI will contract with its strategic partners in order to take advantage of contractors that have decommissioning experience and knowledge of best practices.

HDI will engage CDI, a company formed and jointly owned by Holtec and SNC-Lavalin as the decommissioning general contractor to perform the site day-to-day activities, including decommissioning the plant, pursuant to a Decommissioning General Contractor Agreement between HDI and CDI. Pursuant to this Decommissioning General Contractor Agreement and subject to HDIs direct oversight and control as the licensed operator, CDI will perform decommissioning activities safely and securely in support of HDIs responsibility to maintain the plant in compliance with the licenses and NRC regulations. However, HDI will, at all times, be responsible for possessing and disposing of radioactive material, maintaining the facility in a safe condition (including handling, storage, control, and protection of spent fuel),

decommissioning and decontaminating the facility, and maintaining the ISFSI until it can be decommissioned. HDI will retain ultimate decision-making authority and provide direct governance and oversight of CDIs performance, thereby fulfilling its licensed responsibilities as the decommissioning licensed operator. HDI plans to fill the on-site leadership position of the IPEC Site Vice President with an incumbent IPEC senior manager. HDI is managed by Holtec senior staff to provide the requisite managerial capabilities and decision-making authority within the licensed organization, while CDI is staffed with a combination of Holtec and SNC-Lavalin personnel who have considerable nuclear experience, including experience in spent fuel handling and decommissioning. In addition, CDI transitioned experienced nuclear power plant personnel from Oyster Creek Nuclear Generating Station and Pilgrim Nuclear Power Station at the time Holtec acquired these decommissioning sites. As of the transaction closing, CDI will become the employer of ENOI employees in the IPEC Decommissioning Organization, thereby further adding to CDIs expertise.

CDI plans to enter into subcontracts with nuclear industry vendors with decommissioning experience to complete various decommissioning activities. Subcontractor and vendor selection will be made consistent with customary industry vendor evaluation and selection processes.

4

This Application provides information regarding the financial qualifications of Holtec IP2 and Holtec IP3 and the required financial assurance for decommissioning of the facility and ISFSI and funding plan for spent fuel management. In addition, it provides additional information pertaining to the proposed transfer of the Licenses, including the information required under 10 CFR 50.80. As that information demonstrates: (1) Holtec IP2 and Holtec IP3 and HDI will have the requisite managerial, technical, and financial qualifications to be the licensed owners and licensed operator of IP1, IP2 and IP3; (2) Holtec IP2 and Holtec IP3 will provide reasonable assurance of funding for decommissioning, spent fuel management, and ISFSI decommissioning; (3) the material terms of the Licenses will not be affected; and (4) the license transfers will not result in any impermissible foreign ownership, control or domination.

In summary, the proposed transfers of the Licenses will not be inimical to the common defense and security or result in any undue risk to public health and safety, and the transfers will be consistent with the requirements of the Atomic Energy Act and the NRC regulations.

3. GENERAL CORPORATE INFORMATION REQUIRED BY 10 CFR 50.33(A)-(D)

Holtec IP2 and Holtec IP3 will be direct, wholly-owned subsidiaries of NAMCo, which is a direct, wholly-owned subsidiary of Holtec Power, Inc. (Holtec Power). HDI is also a direct, wholly-owned subsidiary of Holtec Power. Holtec Power is a direct, wholly-owned subsidiary of Holtec. Figure 2 illustrates the corporate ownership structure following the license transfer.

Upon completion of the transaction and license transfer, Holtec IP2 and Holtec IP3 will be the licensed owners of IPEC, while HDI, as licensed operator, will provide the overall management of the decommissioning of nuclear plants, including IPEC.

The general corporate information required by 10 CFR 50.33(d)(3) regarding Holtec, Holtec Power, NAMCo, Holtec IP2, Holtec IP3, and HDI, including identification of their principal officers and directors, is provided in Attachment C to the Application. Holtec is the ultimate parent company of the proposed licensee entities. Holtec is a privately held corporation and is controlled by its Board of Directors, all of whom are U.S. citizens. It is owned by its shareholders as follows: (i) The Great Banyan Trust, 36.33% ownership interest; and (ii) Multi-Decades Trust, 63.67% ownership interest. These trusts are controlled by Dr. Krishna Singh.

4. FOREIGN OWNERSHIP, CONTROL, OR DOMINATION Holtec is a privately held corporation and is controlled by its Board of Directors, all of whom are United States citizens. The Directors are ultimately appointed by Holtecs owners, which are trust companies organized in the State of Florida that are controlled by a U.S. citizen. Holtec has been U.S.-owned since its inception in 1986 without any non-U.S. control or domination.

Holtec Power, NAMCo, Holtec IP2, Holtec IP3, and HDI are all directly or indirectly under Holtecs control, and all of the directors and executive committee members as identified in Attachment C to the Application are U.S. citizens. Although Holtec performs work in foreign countries, the contractual arrangements to provide products and services do not result in any foreign ownership, control or domination of the Holtec organization or its subsidiaries or contracts. The activities conducted in foreign countries are ultimately controlled by U.S.

citizens. As such, Holtec and the licensee entities will not be owned, controlled, or dominated by any foreign person.

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As the licensed entity with possession of and responsibility for direct oversight, control, and decommissioning of IPEC, HDI will act for itself and on behalf of Holtec IP2 and Holtec IP3 as their agent. HDI, Holtec IP2 and Holtec IP3 are not acting as the agent or representative of any other entity in the proposed transfer of the Licenses.

CDI is jointly owned by HDI and SNC-Lavalin. HDI is the majority owner of CDI and controls CDI. SNC-Lavalin, a company based in Montreal, Quebec Canada, is a publicly traded company on the Toronto Stock Exchange. CDIs role is defined as the Decommissioning General Contractor pursuant to a contract between HDI and CDI. CDI will not be the licensed owner or operator of any plant and will not have direct access to the IPEC decommissioning trust funds. CDI will perform decommissioning activities pursuant to its contract with HDI, subject to HDIs direct oversight and control. There is no prohibition against a company with foreign minority ownership performing licensed activities at U.S. nuclear reactors. Therefore, notwithstanding CDIs foreign minority ownership and engagement as the decommissioning operations contractor, Holtec and the licensee entities proposed for IPEC will not be owned, controlled, or dominated by any foreign person.

5. TECHNICAL QUALIFICATIONS A. Holtec International Holtec is an integrated technologies enterprise providing innovative solutions, equipment, and services to the global nuclear, solar, geothermal, and fossil power generation sectors of the energy industry. Holtec possesses in-house capabilities to design, engineer, analyze, construct, and deploy the technologies to manage used nuclear fuel discharged from nuclear reactors, and has extensive experience in designing, manufacturing, and installing capital equipment, as well as providing services to operating commercial power plants.

Holtec, which is led by Dr. Krishna Singh (whose resume is provided in Attachment C to this Application), is an industry leader in nuclear fuel management systems. Specializing in spent nuclear fuel management technologies, Holtec is the patent holder for a number of technology solutions for spent fuel management. Since the 2000s, the company has advanced the state of the art, including early fuel transfer capability, which is proposed for deployment at IPEC.

Holtec will draw upon its technical resources and experience with nuclear decommissioning, spent fuel handling equipment, and spent fuel storage systems and components. It will provide the leadership to effectively transition IPEC to active decommissioning and subsequent long-term dry storage of spent fuel. Based on past experience performing NRC licensed activities, the Holtec team has developed a mature nuclear safety culture and policies that will be integrated with existing IPEC site policies. The integrated corporate and site policies will focus on the safe and effective decommissioning of IPEC while maintaining compliance with applicable regulations.

In this undertaking, Holtec brings a diverse corporate resume of prior accomplishments in nuclear projects in the U.S. and abroad, a substantial list of ongoing and satisfactorily completed nuclear projects (including many turnkey projects), and a long record of securing regulatory approvals. Every project, regardless of complexity, has been completed safely.

Figure A-1 on the following page depicts the relationships between Holtec, HDI as the decommissioning licensed operator, and CDI as the Decommissioning General Contractor that will perform the IPEC day-to-day decommissioning of the plant under HDIs direct oversight and control. Additional information on HDI and CDI is provided in Sections B and C that follow.

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7 B. Holtec Decommissioning International HDI is an indirectly wholly-owned subsidiary of Holtec and is the licensed operator for the Holtec fleet of decommissioning sites, which include the Oyster Creek and Pilgrim nuclear power stations and will also include IPEC if the Licenses are transferred. The senior management of HDI is composed of Holtec personnel. HDI is structured to serve as a fully resourced organization to directly oversee and manage licensed decommissioning operations and the dismantlement of nuclear plants that have ceased operation. HDI has expertise to oversee all licensed activities following reactor de-fueling, including the transfer of spent nuclear fuel from the spent fuel pools to the on-site ISFSI, security and emergency preparedness. The HDI performance mission is to effectuate licensed maintenance and decommissioning of a plant with a focus on protection of human health and safety, including the personnel engaged to carry out the decommissioning of IPEC. Specifically, HDI is responsible to:

x Assume responsibilities for the duties and obligations of the decommissioning operator licensee following cessation of operations and certification of defueling, including development of and continuing compliance with the dry storage system Certificate(s) of Compliance, licensing basis including the Technical Specifications, regulatory requirements, and regulatory commitments.

x Possess and dispose of radioactive material.

x Maintain the facility in a safe condition, including the storage, control, and protection of the spent fuel in the pools and on the ISFSI until the ISFSI is decommissioned.

x Establish and implement governance processes to ensure compliance with the Licenses and NRC regulations, and retain decision-making authority for any issues related to compliance with the Licenses (including whether to seek amendments thereto) and NRC regulations.

x Oversee the development and submittal of periodic licensing and regulatory actions (e.g., exemption requests and license amendment requests) required to support ongoing decommissioning activities.

x Assume authority and responsibility for modifications to the emergency preparedness and security plans and responses to NRC orders regarding security.

x Assume authority and responsibility for the functions necessary to fulfill the quality assurance ("QA") requirements of the IPEC Technical Specifications and as specified in the IPEC Quality Assurance Program Manual ("QAPM") in place at the time of license transfer.

x Ensure that the site safety procedures are consistent with Holtecs corporate safety plan.

x Ensure that only legitimate expenditures are made from, and ensure prudent investment management of, the IPEC Decommissioning Trust Funds.

x Serve as the interface with Holtecs counterparties, government organizations, and other stakeholders.

x Provide oversight of CDI, including oversight of schedule and cost control, quality assurance, regulatory compliance, safety, security and human resource management pursuant to the Decommissioning General Contractor Agreement.

x Oversee the development of tools, fixtures, and robots to improve the duration and as low as reasonably achievable ("ALARA") goals of the decommissioning operations.

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HDI will ensure that the decommissioning activities are performed consistent with the essential elements of the Holtec project management approach, which has been honed through successful implementation in hundreds of Holtec safety-significant projects.

The planned HDI senior management project organization is depicted in Figure A-1. Table A-1 provides the roles and responsibilities of the HDI Senior Management personnel.

Table A-1 Roles and Responsibilities of HDI Senior Management Position Role Responsibilities

1. Establish and maintain a strong President and CNO Oversee the safety, operation, Nuclear Safety Culture and decommissioning of the

2. Provide management direction, nuclear sites maintained by oversight and support to the site HDI organization

3. Report routinely to the Executive Board Senior Vice President Provide strategic direction and 1. Support the efforts of the CNO in and Chief Operating support to the HDI building a strong Nuclear Safety Officer organization and to the senior Culture leadership of the nuclear sites 2. Assure HDI provides direction as maintained by HDI. Provide appropriate and oversight in the oversight of the key sectors of fuel management decommissioning activities and decommissioning, including performed by CDI. security and emergency preparedness Vice President for the Provide day-to-day onsite 1. Assure compliance with the IPEC Site leadership and direction to the licenses including the Technical IPEC site to assure the safe, Specifications, dry storage decommissioning maintenance system Certificate of and regulatory compliance of Compliance, other regulatory the site requirements, and other regulatory commitments

2. Maintain the sites strong Nuclear Safety Culture

3. Ensure expenditures from the IPEC Decommissioning Trust Fund are legitimate

4. Interface with the Site Decommissioning General Manager to assure decommissioning activities have the appropriate resources.

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Table A-1 Roles and Responsibilities of HDI Senior Management Position Role Responsibilities Vice President Provide engineering oversight 1. Oversee engineering activities in Engineering for the decommissioning support of spent fuel nuclear stations maintained by management and HDI decommissioning.

2. Conduct routine assessments at each of the decommissioning nuclear stations maintained by HDI.

3. Provide support for resolving engineering issues.

Vice President Provide licensing oversight for 1. Oversee and guide the Regulatory and the decommissioning nuclear development and submission of Environmental Affairs stations maintained by HDI licensing, regulatory and environmental actions

2. Conduct routine assessments of the regulatory activities at each of the decommissioning nuclear stations maintained by HDI

3. Support the interface between the site and nuclear regulators while also taking a lead role on generic issues in decommissioning Chief Financial Officer Provide support and guidance 1. Establish investment policy and for the prudent investment of guidelines decommissioning trust funds 2. Review investment performance and assurance that funds are 3. Assure that decommissioning used for decommissioning expenditures are reviewed for purposes appropriateness and reflect decommissioning activities

4. In conjunction with the VP Technical Support, evaluate the sites performance to the decommissioning cost and schedule Vice President Quality Provide quality assurance 1. Maintain nuclear sites Quality Assurance and Nuclear oversight for the programs in alignment with the Oversight decommissioning nuclear HDI QA infrastructure stations maintained by HDI 2. Provide routine oversight evaluations of the quality assurance function at the 10

Table A-1 Roles and Responsibilities of HDI Senior Management Position Role Responsibilities decommissioning nuclear stations maintained by HDI

3. Provide quality assurance oversight for the movement of fuel and the transportation of radioactive waste Vice President Provide technical support in 1. Perform routine assessments of Technical Support the areas of health and safety, the health and safety, the environment, radiation environment, and radiation protection, and protection areas decommissioning 2. Develop improved tools, fixtures, improvements to each of the robotics, and processes to safely decommissioning nuclear reduce the decommissioning stations maintained by HDI duration and the ALARA goals for decommissioning

3. In conjunction with the VP Treasury, evaluate the sites performance to the decommissioning cost and schedule Executive Director of Provide support for site 1. Oversee and guide the safe and Global Security security and plant access for compliant site security, plant nuclear stations maintained by access and fitness-for-duty HDI functions at the decommissioning sites.

2. Develop and execute security program modifications.

Resumes for the individuals that hold the HDI positions described in Table A-1 are included in Attachment C of the Application.

C. Comprehensive Decommissioning International CDI is a company jointly owned by HDI, and SNC-Lavalin Groups subsidiary, Kentz USA, Inc.

CDI is majority owned by HDI. CDI was formed with the strategic goal of creating an organization with a deep pool of decommissioning knowledge and experience to perform decommissioning of nuclear power plants. CDI operates as an autonomous business entity reporting to a board consisting of executives from SNC-Lavalin and Holtec. The activities of CDI are managed by its President, who reports directly to the CDI Management Board. CDI is headquartered at the KPS Technology Campus in Camden, NJ.

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CDI is HDIs Decommissioning General Contractor (DGC) for the Oyster Creek and Pilgrim nuclear power stations and will be the DGC for the IPEC site if the Licenses are transferred.

Under HDIs direct oversight and control, CDI will perform the day-to-day activities at the site, including decommissioning the plant, pursuant to a Decommissioning General Contractor Agreement between HDI and CDI. As discussed earlier, HDI is managed by Holtec senior staff to provide the requisite managerial capabilities and decision-making authority within the licensed organization.

CDI personnel include professionals sourced from its parent companies who have considerable nuclear experience, including experience in spent fuel handling and decommissioning, as well as the experienced nuclear power plant personnel at the Oyster Creek and Pilgrim nuclear stations who transitioned to CDI when Holtec acquired those decommissioning sites. CDIs capabilities will be further enhanced by the addition of incumbents from the IPEC site, who will transition to CDI following the license transfer.

CDI is also able to draw on the considerable bench strength of its parent organizations.

Holtecs capabilities and experience have already been highlighted above. Subsidiaries and legacy companies of SNC-Lavalin played a significant role in the past or ongoing U. S. and international decommissioning projects, and have performed many clean-up projects for the U.S. Department of Energy as well as at Fukushima. SNC-Lavalin also owns the CANDU reactor technology and supports these plants throughout the world.

CDIs experienced nuclear management team will ensure compliance with the requirements of the facility Licenses and NRC regulations. CDI has personnel with extensive in-depth experience in decommissioning a wide variety of nuclear power plants, research reactors, and other facilities in technical areas including ALARA, nuclear security, waste management, dismantlement, project management, regulatory compliance and environmental protection. CDI employs a management approach that will ensure efficient and effective decontamination and decommissioning planning, preparation and execution; a safety-conscious work environment; day-to-day industrial safety, radiological protection, radioactive waste handling and management rigor; effective corrective action program implementation; performance reporting, monitoring and metrics; personnel performance; and financial controls. Key CDI personnel planned to assume roles with regulatory significance are shown on Figure A-1. Resumes for the key CDI personnel expected to fill the positions depicted in Figure A-1 are included in Attachment C to the Application.

CDI will establish a site decommissioning organization. CDI plans to employ the ENOI IPEC Decommissioning Organization site personnel remaining at the site at the time of the transaction closing, with the exception of one incumbent senior manager, who will become an HDI employee as the Site Vice President in charge of the site-based organization.

In addition to employees transferred from Holtec and SNC-Lavalin, CDI staffing will include ENOI IPEC Decommissioning Organization incumbent staff who, at license transfer, will be integrated into the CDI decommissioning organization in a manner consistent with their expertise and previous positions as part of the ENOI IPEC Decommissioning Organization.

CDIs team of experts along with incumbent personnel retained from the plant will form a seamless organization operating under a common set of processes and procedures.

The integrated site decommissioning organization will provide:

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x A single CDI site Decommissioning General Manager who reports to the HDI Site Vice President and is accountable to HDI for overall management, leadership, performance, nuclear safety, QA, and employee safety.

x Several key managers who report to the CDI Decommissioning General Manager, who have responsibilities for radiological safety, spent fuel management, industrial health and safety, project administration and financial services, training, labor relations, fuel storage, regulatory affairs, quality assurance, licensing, environmental, decontamination and decommissioning, engineering, operations, waste operations, and project controls.

This organization provides an experienced nuclear management team with control over activities to maintain the site within the requirements of the facility Licenses and perform decommissioning operations under HDIs direct oversight and control.

x Implementation of industry high standards, best practices, effective programs and processes, and management controls.

x Effective and integrated oversight and technical support functions.

CDI will perform the day-to-day activities at the site to maintain compliance with the Licenses and NRC regulations, subject to HDIs direct oversight and control as the licensed operator.

Under HDIs direction, CDIs principal mission will be to maintain and decommission IPEC in full compliance with the QA and safety programs adopted for the plant. CDI will be responsible, under the direct oversight and control of HDI, for the plants safety, regulatory compliance, security, ALARA, and environmental protection requirements. CDI will be subject to continuous oversight by HDI for regulatory and procedural compliance, as well as expenditure control.

D. Transfer of ENIP2, ENIP3 and ENOI Assets, Knowledge, and Incumbent Staff Prior to transaction closing, Entergy and HDI are developing and implementing a transition plan to facilitate a smooth transfer of licensed and decommissioning responsibilities at IPEC. Prior to the license transfers, HDI management, along with HDI and CDI department leads, will verify completion of the transition plan. Holtec and its affiliates have been actively engaged with Entergy in decommissioning planning to ensure that upon license transfer, HDI and CDI can successfully maintain compliance with the facility Licenses and NRC regulations and begin executing the DECON strategy.

As discussed above, HDI plans to hire a current IPEC incumbent senior manager as the IPEC Site Vice President for decommissioning. In addition, incumbent ENOI IPEC Decommissioning Organization personnel at the time of license transfer who accept offers of employment will be integrated into the CDI site organization. These personnel will continue to be located at the IPEC site with clear and well-defined roles and responsibilities based largely on their pre-transfer roles and responsibilities. Incumbent staffing levels will be based on the permanent shutdown and defueled status of the station immediately prior to the license transfer.

Staffing levels at the time of transfer will be fully compliant with the requirements of the facility Licenses and NRC regulations. HDI will ensure that positions filled by incumbent employees that are vacated due to attrition are backfilled with qualified personnel, subject to a determination of the need to fill the position. The need for these staff positions required by the facility Licenses will reduce over time as fuel cools, fuel is moved to the ISFSI, and the facility Licenses are amended. The attrition strategy includes filling vacant positions with other 13

qualified employees, hiring from the community of retired IPEC employees, assigning qualified personnel from the HDI and CDI parent companies, and seeking qualified personnel from industry staff augmentation firms. In all cases, the individuals will be qualified to IPECs programs and procedures, as applicable.

Holtec IP2 and Holtec IP3 will maintain the assets that will be needed to maintain the IPEC site in accordance with NRC requirements and the facility Licenses. These assets will include, in addition to the structures and equipment, the necessary books, records, safety and maintenance manuals, and engineering construction documents.

ENOI policies, programs, procedures, and work instructions applicable to IPEC as of the transfer will be adopted in their current state, with minimal or no revisions or substitutions, and HDI and CDI will continue to work in accordance with those documents following the post-license transfer, consistent with the Governance plans discussed further below. The existing IPEC programs and procedures at the time of the license transfers, including the emergency plan, security plans, fire protection program, radiological protection, certified fuel handler training, and QA program will also be implemented post-license transfer. Any subsequent changes to these procedures will be determined by HDI and made in accordance with NRC regulations, including 10 CFR 50.59, 50.54(a), 50.54(p), 50.54(q), 50.48(f), and 50.71(e).

E. Strategic Partner Experience and Expertise As previously discussed, HDI will leverage the experience and expertise of the Holtec and SNC-Lavalin teams. The CDI joint owners have substantial expertise that will support the safe, efficient, and compliant decommissioning of IPEC.

In addition to the CDI owners and their affiliates, CDI (pursuant to the Decommissioning General Contractor Agreement) will subcontract with industry vendors who have consistently demonstrated expertise in dismantlement and decommissioning in the nuclear field.

Subcontractors will be selected by the HDI and CDI team using industry vendor evaluation and selection vetting processes. Among the key criteria used in subcontractor evaluation and vetting processes are:

x Recent experience (responsiveness, contractual probity, with the vendors performance in other relevant projects with Holtec, SNC-Lavalin and their subsidiaries) x Technical capability to render the tasks specified in the requests for proposals (RFP) x Safety record x Strength of QA infrastructure (For Safety-Significant RFPs only) x Prior record of adherence to quality x Prior record of schedule compliance x Availability of qualified resource (personnel, machinery, etc.)

x History of adverse NRC notices such as Notice of Violation, Confirmatory Action Letter, etc.

x Outcome of Holtec QA audit (if applicable) 14

x Input from recent peer audits such as those by Nuclear Procurement Issues Committee (NUPIC), if available.

x Record of 10 CFR Part 21 filing on the subcontractors goods and services x Quality of subcontractors Corporate Governance x Reputation and caliber of sub-contractors executive team x Pricing x Financial Health HDI and CDI emphasize vendor selection as a significant activity that has a direct consequence on mitigating project risk.

F. HDIs Ability to Conduct Licensed Activities at Multiple Sites To ensure that HDI's management and technical support organization will have sufficient resources (i.e., corporate structure, management and technical support organization staff capacities, internal procedures, etc.) to conduct licensed activities at multiple sites, HDI is using a fleet model to manage and conduct the decommissioning of its shutdown nuclear power plants, which currently include the Oyster Creek and Pilgrim plants. In particular, the HDI decommissioning fleet corporate organization infrastructure is based on a Governance, Oversight, Support and Performance (GOSP) management model, and each of the model principles are discussed in further detail below. In summary, this fleet model provides for efficiency by establishing standard processes, procedures, and approaches at the corporate level and at the decommissioning sites, similar to the model used by many operating plant fleets. In addition, each of HDIs decommissioning sites have dedicated leadership reporting to the same HDI corporate executive team and sufficient technical support from the CDI site organizations mainly made up of experienced incumbents and supplemented as needed by additional Holtec and SNC-Lavalin resources. Note also that the scope of HDI's licensed responsibilities at each site, while just as important, will be much smaller in scope than at an operating site and will primarily be maintaining the facility in a safe condition (including the storage, control and maintenance of the spent nuclear fuel), possessing and disposing of radioactive material, decommissioning and decontaminating the site, and maintaining the ISFSI until the spent nuclear fuel is removed from the site and the ISFSI can be decommissioned.

HDI has implemented the management model described below for its current fleet, which includes Oyster Creek and Pilgrim, and will apply the same model to IPEC upon the license transfers.

Governance HDI has implemented governance procedures at both the HDI corporate level and at the site level. At the corporate level, for example, HDI has implemented a procedure related to control of trust fund withdrawals that apply at all sites for which it is the licensed operator, to ensure consistency and increase efficiencies. At the site level, HDI has initially adopted the former licensee's applicable existing policies, programs, and procedures, with minimal to no revisions or substitutions, which will ensure a seamless transition after license transfer. As decommissioning progresses at the sites, HDI intends to make changes to the site governance documents in accordance with NRC regulations, with the overall goal of standardizing site governance documents across the HDI fleet as much as practicable. This approach allows efficiency in oversight and the application of site-specific lessons-learned and operating experience to the other sites in the HDI fleet.

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Oversight The executive leadership team at the HDI corporate level oversees the safety, operation, and decommissioning at the Oyster Creek and Pilgrim sites. The corporate executive leadership team consists of the HDI Vice President of Engineering; Chief Financial Officer; Executive Director of Global Security; Vice President of Regulatory and Environmental Affairs; Vice President of Technical Support; Senior Vice President and Chief Operating Officer; Vice President of Quality Assurance and Nuclear Oversight; President and Chief Nuclear Officer; and the Holtec Executive Committee (see organization chart provided as Figure A-1). The HDI Site Vice President at each site further supports the corporate executive teams oversight over HDIs sites. HDI holds meetings with the HDI Site Vice Presidents and the HDI corporate executive leadership team to share experience for efficiency and support in implementation and improvement. These oversight activities will apply to IPEC upon license transfer. The corporate HDI and CDI executive team is structured and staffed in anticipation of supporting multiple sites planning and decommissioning activities, with the capacity to expand as needed, as HDI continues to expand its nuclear decommissioning business.

Support The onsite organizations include incumbent plant staff who were retained at license transfer.

Additional support during multiple decommissioning projects is provided by the CDI corporate organization, which has ready access to technical and project resources as needed if issues arise, because of its affiliation with both Holtec International and SNC-Lavalin, its large corporate parents.

Performance The performance, or implementation, function for the GOSP model at each site is primarily achieved through CDI, although the CDI staff at each site performing most of the regulatory required functions following license transfer have been retained from the former licensee.

Specifically, HDI worked with CDI to retain the incumbent personnel, with special emphasis on the senior leadership and plant operating experts, in place at each nuclear plant at the time of license transfer. These incumbent plant experts who are and have been responsible for conducting the activities to maintain the plant in a safe and compliant condition, will bring vast amounts of site history, knowledge and experience to the team. These incumbent nuclear professionals are experienced in owning, maintaining and executing the existing policies, programs and procedures. These incumbent senior leadership and plant operating experts, along with additional existing plant staff that are retained in the organization at license transfer, are supplemented by experts in decommissioning and dismantlement to fully round out successful and experienced teams at each site.

As reflected in Figure A-1, each site has its own HDI Site Vice President. In addition, separate management teams employed by CDI, but under HDI's direction and control, report to the Site Vice President. These include separate Decommissioning General Managers, as well as separate managers for the various functional areas. The establishment of separate management teams for each site allows appropriate, direct, supervision of the decommissioning activities at each site.

G. Conclusion HDI provides a management team that is experienced and qualified, and an organization that is well-designed to oversee and control the decommissioning of the site in accordance with NRC requirements. The necessary management processes and controls will be applied, with clear lines of authority and communication. In addition, HDI is supported by the experience and 16

expertise of the CDI team and both HDI and CDIs corporate parents and affiliates and will ensure the safe, efficient, proper, and expeditious decommissioning of the IPEC site. The HDI management teams knowledge and experience, further supported by the specific skills, qualifications and knowledge of the CDI organization, will allow HDI to achieve synergies and management efficiencies at IPEC, as well as expedite the expected date of site release (with the exception of the ISFSI) for unrestricted use. In addition, HDI will use the GOSP fleet model to manage and conduct the decommissioning of the IPEC site to ensure that its management and technical support organization have sufficient resources (i.e., corporate structure, management and technical support organization staff capacities, internal procedures, etc.) to conduct licensed activities at multiple sites. For these reasons, HDI has the necessary technical qualifications to safely perform the decontamination and decommissioning of the IPEC site.

6. FINANCIAL QUALIFICATIONS A. Holtec IP2 and Holtec IP3 The transaction will be structured such that, on the closing date, NAMCo will acquire 100% of the equity interests in new entities that hold the assets and liabilities of ENIP2 and ENIP3.

These licensed owners will be known as Holtec IP2 and Holtec IP3. The IP1 and IP2 nuclear decommissioning trust funds, including the Provisional Trust, (NDTs) will be maintained by Holtec IP2, and the IP3 trust will be maintained by Holtec IP3. Each of these companies will maintain the trust funds segregated from their other assets and outside their administrative control, in accordance with 10 CFR 50.75(e)(1).

Holtec IP2 and Holtec IP3 will be responsible for funding the costs of decommissioning, spent fuel management and site restoration. Holtec IP2 and Holtec IP3 will be financially qualified to fund HDIs possession, maintenance, and decommissioning of IPEC, including the ISFSI.

Because HDI will not be authorized under the facility Licenses to operate or load fuel in the reactor pursuant to 10 CFR 50.82(a)(2), HDI will not conduct any of the operations contemplated by the financial qualification provisions of 10 CFR 50.33(f)(2). Rather, all of its licensed activities will involve possession of radioactive material in connection with maintaining the safe condition of the plants, decommissioning the IPEC site (including the ISFSI), and maintaining the ISFSI until it can be decommissioned. Thus, the existing decommissioning trust funds provide the appropriate basis for the financial qualifications of Holtec IP2 and Holtec IP3.

Prior to the license transfers, ENOI plans to transfer the funds in its NDT for IP3 to the NDT held by ENIP3. ENOI will provide the NRC with thirty working days prior notice of this disbursement from the ENOI NDT, as required by 10 CFR 50.75(h)(1)(iv). At the time of the license transfers, the existing trust fund assets for IP1 and IP2, including those in the Provisional Trust, will be transferred to Holtec IP2, and the existing trust funds for IP3 will be transferred to Holtec IP3.

As of October 31, 2019, the trust funds had a combined market value of approximately

$2.1 billion.

HDI has analyzed the expected costs of decommissioning, including the projected annual cash flows, based on a site-specific decommissioning cost estimate. This cash flow analysis, which is included as Attachment D to this Application, demonstrates that the projected fund values at closing will be sufficient to pay for all radiological decommissioning costs through the expected license termination date.

The financial assurance required by 10 CFR 50.75, 10 CFR 50.82(a)(8)(vi), and 10 CFR 72.30(b) and (c) for decommissioning the facility will be provided by Holtec IP2 and Holtec IP3 17

using the prepayment method. The HDI plan is to fund all spent fuel management costs following license transfer using the NDTs, pursuant to the NRCs approval of an exemption from 10 CFR 50.82(a)(8)(i)(A), which HDI is submitting separately from this Application.

Based upon its ability to fund decommissioning costs and spent fuel management costs from the NDTs, Holtec IP2 and Holtec IP3 will be financially qualified to remain the licensed owners.

HDI will be financially qualified, because under the terms of its operating agreement, Holtec IP2 and Holtec IP3 will be required to pay for HDIs costs of operation relating to IPEC, including decommissioning and spent fuel management costs.

HDI has prepared Attachment D to the Application, Schedule & Financial Information for Decommissioning, which provides financial projections for the duration of the IPEC decommissioning project and shows that the amount of the decommissioning trust funds in the IPEC NDTs projected at the time of transfer will be adequate to fund the costs of decommissioning IPEC, spent fuel management, and site restoration including the eventual costs for decommissioning the ISFSI. The right to draw on the source of funds described herein and the pro forma projected costs for the planned decommissioning period set forth in Attachment D to the Application provide the requisite financial information for this license transfer request consistent with 10 CFR 50.33(f)(2).

The annualized expense analysis in Attachment D to the Application shows that the assumed amounts in the IP1, IP2 and IP3 NDTs at closing with a credit for projected earnings assumed at a 2 percent real rate of return are sufficient to fund the entire estimated cost of decommissioning, spent fuel management, and site restoration of all three IPEC units. The annualized cash flows are conservative in that they do not take credit for any proceeds Holtec IP2 and Holtec IP3 expect to recover from the U.S. Department of Energy (DOE) through litigation or settlement of its claims for the spent fuel management costs it will incur as a result of the DOEs breach of its obligations to dispose of IPECs spent nuclear fuel. Thus, the availability to Holtec IP2 and Holtec IP3 of the assets in the NDTs satisfies the prepayment method of providing decommissioning funding assurance pursuant to 10 CFR 50.75(e)(1)(i),

provides funding assurance for spent fuel management by satisfying 10 CFR 50.54(bb), and satisfies the prepayment method of providing ISFSI decommissioning funding assurance pursuant to 10 CFR 72.30.

Holtecs IP1, IP2 and IP3 cost estimates are based upon a detailed, site-specific cost estimate that provides costs for each projected work activity based upon a Level 4 Work Breakdown Structure. These estimates provide a conservative and realistic estimate of expected costs.

Additionally, Holtecs breakdown of work and cost estimates incorporate subcontractor estimates for reactor segmentation and waste removal. For large contracts, the selected contractors, including affiliates, will be required to post performance bonds (or insurance, where appropriate) issued by Treasury-rated surety companies to guarantee performance of work scope to ensure the work is performed at the specified costs.

HDI will rely on some of the NDT funds to provide funding for spent fuel management and site restoration costs, as proposed in a Holtec exemption request from 10 CFR 50.82(a)(8)(i)(A) to allow the use of the IP1, IP2 and IP3 NDT funds for spent fuel management and site restoration costs under a DECON approach. The exemption request is being submitted separately. As will be discussed in the exemption request, the NDTs contain funds in excess of the amounts needed to complete radiological decommissioning, and preventing Holtec IP2 and Holtec IP3 from using these funds for spent fuel management and/or site restoration is not necessary to achieve the purposes of 10 CFR 50.82(a)(8)(i)(A) and would create an undue. Allowing the 18

NDTs to be used for spent fuel management and site restoration will have no impact on Holtecs ability to decommission and release all portions of the site other than the ISFSI, as demonstrated by the cash flow analyses in Attachment D to the Application.

HDIs site-specific cost estimate for IP3 license termination activities ($583.2 million as shown in Attachment D) exceeds the minimum financial assurance (MFA) amount calculated pursuant to the NRCs generic formula in 10 CFR 50.75(c) ($521.8 million, as reported by ENOI in its March 28, 2019 Decommissioning Funding Status Report (ADAMS Accession No. ML19087A162) (ENOI Report)). IP1 permanently ceased operations in 1974, and has been in decommissioning status for 45 years. Accordingly, no comparison between the site-specific estimate and the MFA amount is necessary for IP1. At the time of license transfer, IP2 will have been permanently shut down and in decommissioning status for at least one year.

During that period, decommissioning costs will have been incurred and accrued on the IP2 NDT. To the extent that a comparison between the site-specific cost estimate and the MFA amount is necessary for a unit that has been permanently shut down for over one year, HDIs site-specific estimate for IP2 radiological decommissioning costs ($469.5 million, as shown in Attachment D) is less than the MFA amount ($521.8 million, as reported in the ENOI Report).

Of note is that at project completion, there is a projected remaining IP2 NDT balance of $72.7M (as shown in Attachment D). However, the use of HDIs site-specific estimate in the review of the Application is justified, because HDIs site-specific DCE reflects an actual, detailed estimate of decommissioning costs. As the Commission explained when it promulgated 10 CFR 50.75, the formula amount represented a first step in establishing a general level of adequate financial responsibility early in life. 53 Fed. Reg. 24,018, 24,030 (June 27, 1988). By contrast, as discussed in Attachment D, HDIs site-specific cost estimate of the costs that HDI expects to incur after license transfer is based on IPEC-specific plant data and historical information, actual site conditions, regulatory requirements applicable to IPEC, basis of estimate assumptions, low-level radioactive waste disposal standards, and available pricing data. Therefore, it is significantly more reliable and more precise than the formula amount, which is based on generic inputs.

B. Holtec Decommissioning International Under the terms of a Decommissioning Operator Services Agreement with HDI, Holtec IP2 and Holtec IP3 will be obligated to fund HDI's Price for Services. Price for Services is defined in Section 9 of the Decommissioning Operator Services Agreement to include all of HDIs costs arising out of or associated with HDIs operation and maintenance of IPEC in accordance with the NRC facility Licenses, which includes, without limitation, HDIs decommissioning costs and spent fuel management costs. A copy of the form of the Decommissioning Operator Services Agreement is provided as Attachment E to the Application. HDI, therefore, will be financially qualified based upon the financial qualifications of Holtec IP2 and Holtec IP3.

7. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION The proposed transfer of ownership and operating authority does not involve any Restricted Data or possession of other Classified National Security Information, and it is not expected that possession of any such information will become involved in the licensed activities of Holtec IP2, Holtec IP3 and HDI. However, in the event that such information does become involved, and in accordance with 10 CFR 50.37, Agreement Limiting Access to Classified Information, Holtec IP2, Holtec IP3 and HDI agree that they will appropriately safeguard such information 19

and will not permit any individual to have access to such information until the individual has been appropriately approved for access under 10 CFR Part 25, Access Authorization and/or 10 CFR Part 95, Facility Security Clearance and Safeguarding of National Security Information and Restricted Data.

8. OTHER NUCLEAR REGULATORY ISSUES A. Price-Anderson Indemnity and Nuclear Insurance Holtec IP2, Holtec IP3 and HDI request that the NRC amend the Price-Anderson indemnity agreement for IPEC to: (1) replace ENIP2 and ENIP3 with Holtec Indian Point 2, LLC and Holtec Indian Point 3, LLC, respectively; and (2) replace ENOI with Holtec Decommissioning International, LLC as a licensee for the facility, in order to name HDI, Holtec IP2 and Holtec IP3 as indemnified entities upon the consummation of the proposed transfers of the Licenses.

Holtec IP2 and Holtec IP3 will obtain onsite property damage insurance coverage and offsite nuclear liability coverage as required by the NRC, and prior to the license transfer, ENOI and HDI will provide proof that this coverage will be in place on the effective date of the transfers.

This is a regulatory commitment.

B. Standard Contracts for Disposal of Spent Nuclear Fuel Upon closing, Holtec IP2 and Holtec IP3 will hold title to the spent nuclear fuel at IPEC and will maintain the DOE Standard Contracts, including all rights and obligations under those contracts.

Standard Contract, No. DE-CR01-83NE44373, dated as of June 17, 1983, and Standard Contract, No. DE-CR01-83NE-44407, dated as of June 20, 1983 were entered into by the previous owners and the United States of America, represented by the DOE, to govern the disposal of the spent nuclear fuel generated at IPEC. Holtec IP2 and Holtec IP3 expect to recover from the DOE through litigation or settlement of its claims for the spent fuel management costs they will incur as a result of the DOEs breach of its obligations to dispose of IPECs spent nuclear fuel. Holtec IP2 and Holtec IP3 will have exclusive responsibility under the Licenses for costs of the possession, maintenance, and decommissioning of IPEC, which includes the responsibility to the NRC to provide funding for spent fuel management and the maintenance and security of the ISFSI.

C. Exclusion Area Control Upon approval of the transfer, HDI will have control over the IPEC exclusion area and will have authority to determine all activities within the exclusion area to the extent required by 10 CFR Part 100.

D. Quality Assurance Program Upon closing of the transaction and transfer of the Licenses, HDI will assume authority and responsibility for the functions necessary to fulfill the QA requirements of the IPEC Technical Specifications and as specified in the IPEC Quality Assurance Program Manual (QAPM) in place at the time of license transfer. The IPEC QAPM will be added as an Appendix to the Holtec QA program and specified as applicable to the IPEC site. As the site decommissioning status evolves, HDI will use NRC-approved change processes, including 10 CFR 50.54(a), to revise the QA program to address the site changes and the activities being performed.

20

E. No Significant Hazards Consideration The changes proposed for the Licenses are shown in Attachment A to this Application. The changes conform the Licenses to reflect the proposed transfer of authority and responsibility for licensed activities under the Licenses to HDI and reflect ownership by Holtec IP2 and Holtec IP3. Consistent with the generic determination in 10 CFR 2.1315(a), the proposed conforming license amendments involve no significant hazards consideration, because they do no more than conform the Licenses to reflect the proposed transfer action.

The proposed license amendments do not involve any change in the design or licensing basis, plant configuration, status of IPEC, or the requirements of the Licenses.

Therefore, the proposed action does not: (1) involve an increase in the probability or consequences of an accident previously analyzed; (2) create the possibility of a new or different kind of accident from the accidents previously analyzed; or (3) involve a significant reduction in a margin of safety.

9. ENVIRONMENTAL REVIEW The requested consent to transfers of licensed owner and operator authority for IPEC is exempt from environmental review, because it falls within the categorical exclusion contained in 10 CFR 51.22(c)(21) for which neither an Environmental Assessment nor an Environmental Impact Statement is required. Moreover, the proposed transfers do not directly affect the actual maintenance or decommissioning of the shutdown facility in any substantive way, other than changing the timeframe for conducting certain activities. The proposed transfers do not involve an increase in the amounts, or a change in the types, of any radiological effluents that may be allowed to be released off-site and involves no increase in the amounts or change in the types of non-radiological effluents that may be released off-site. Further, there is no increase in the individual or cumulative occupational radiation exposure other than that associated with the differences between the SAFSTOR (if Entergy were to select this approach) and DECON methods, and the proposed transfers have no environmental impact. Therefore, pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with the proposed change.

10. EFFECTIVE DATE AND OTHER REQUIRED REGULATORY APPROVALS Subject to the satisfaction of all closing conditions, including receipt of all required regulatory approvals, the Applicants are targeting a transaction closing in May 2021, after IP3 has been permanently shut down and defueled. Accordingly, the Applicants request that the NRC review this Application on a schedule that will permit issuance of an order consenting to the transfers and approving conforming license amendments as promptly as possible and in any event within 12 months of the date of this Application. The Applicants request that the consent be immediately effective upon issuance and authorize the transfers to occur up to one year after issuance or such later date as the NRC may authorize. ENOI will notify the NRC staff at least two business days prior to the expected closing date for the transaction.

Certain regulatory filings and findings beyond that of the NRC must be made and obtained prior to the closing of the proposed transaction, including filings with the New York Public Service Commission. The Applicants will keep the NRC informed of any significant changes in the 21

status of other required approvals or developments that could impact the anticipated closing date.

11. CONCLUSION The proposed license transfers will be consistent with the requirements of the Act, NRC regulations, and regulatory guidance. The transfers of the Licenses will not be inimical to the common defense and security and do not involve foreign ownership, control, or domination.

Therefore, the Applicants respectfully request that the NRC issue an Order (1) consenting to the proposed license transfers related to Provisional Operating License No. DPR-5, Renewed Facility Operating License Nos. DPR-26 and DPR-64, and the ISFSI general license, and (2) approving the conforming license amendments.

22

ATTACHMENT A PROVISIONAL OPERATING LICENSE AND RENEWED FACILITY OPERATING LICENSES (CHANGES)

INDIAN POINT NUCLEAR GENERATING UNITS 1, 2 AND 3 NRC LICENSE NOS. DPR-3, DPR-26 AND DPR-64 DOCKET NOS. 50-3, 50-247, AND 50-286 (43 PAGES)

HOLTEC DECOMMISSIONING INTERNATIONAL, LLC AND HOLTEC INDIAN POINT 2, LLC ENTERGY NUCLEAR OPERATIONS, INC.

DOCKET NO.50-003 INDIAN POINT NUCLEAR GENERATING STATION, UNIT NO. 1 AMENDMENT TO PROVISIONAL OPERATING LICENSE Holtec Decommissioning International, LLC Amendment No. 52 (HDI) (the licensee), dated XXXX License No. DPR-5 The U.S. Nuclear Regulatory Commission (the Commission) has found that:

A. The application for amendment by Entergy Nuclear Operations, Inc. (the licensee), dated May 30,2002, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commissions rues and regulations set forth in 10 CFR Chapter 1; B. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; C. There is reasonable assurance (i) that the activities authorized by this amendment can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commissions regulations; D. The issuance of this amendment will not be inimical to the common defense and security or to the health and safety of the public; and E. The issuance of this amendment is in accordance with 10 CFR Part 51 of the Commissions regulations, and all applicable requirements have been satisfied.

Accordingly, License No. DPR-5 is hereby amended as indicated in the attachment to this license amendment, and paragraphs 3.B and 9 of Provisional Operating License No. DPR-5 are hereby amended to read as follows: Holtec Indian Point 2, LLC (Holtec IP2)

1. This license applies to the utilization facility consisting of a pressurized water reactor (hereinafter referred to as 'the reactor), and associated components and equipment hereinafter specified, which is owned by ENIP2, located in Westchester County, New York, and described in the amended and Substituted Application for Licenses dated November 30, 1960, as amended; in the Application for License amendment dated April 6, 1965, as supplemented May 6, 1965; and in the Application for License amendment dated December 3, 1965 (hereinafter referred to as 'the application'), and which is a part of the electric generating plant which has been designated by ENIP2 as the Indian Point Station Unit No.1.

Holtec IP2

2. Subject to the conditions and requirements incorporated herein, the Amdt. 45 U.S. Nuclear Regulatory Commission (hereinafter referred to as "the 1-31-96 Commission") hereby licenses:

a) ENIP2 and ENO, pursuant to Section 104b. of the Act and Title 10CFR Part 50, "Licensing of Production and Utilization Facilities," to possess but not operate the facility at the HDI Amendment N0. 52

designated location in Westchester County, New York, in accordance with the procedures and limitations described in the application and this license; b) ENO, pursuant to the Act and 10 CFR Part 70, to receive and possess up to 1918 kilograms of contained uranium-235 previously received for reactor operation; c) Deleted; HDI d) Deleted; e) ENO, pursuant to the Act and 10 CFR Parts 30 and 70, to receive Arndt. 45 and possess, but not to separate, such byproduct and special 1-31-96 materials as were produced by the prior operation of the facility; f) Deleted;

3. This license shall be deemed to contain and is subject to the conditions specified in Sections 50.54 and 50.59 of Part 50, Section 70.32 of Part 70, Section 40.41 of Part 40, and Section 30.32 of Part 30 of the Commission's regulations; is subject to all applicable provisions of the Act and rules, regulations and orders of the Commission now and hereafter in effect; and is subject to the additional conditions specified below:

a) Maximum Power Level ENO is prohibited from taking the reactor to criticality, and the facility shall not be operated at any power level.

XXX b) Technical Specifications The Technical Specifications contained in Appendices A and B, as revised through Amendment No. 59, are hereby incorporated in the license. ENO shall maintain the facility in accordance with the Technical Specifications.

HDI c) Records In addition to those otherwise required under this license and applicable regulations, ENO shall keep the following records:

1. Reactor operating records, including power levels and period of operation at each power level.

2. Records showing the radioactivity released or discharged into the air or water beyond the effective control of ENO as measured at or prior to the point of such release or discharge.

3. Records of scrams, including reasons therefor.

4. Records of principal maintenance operations involving substitution or replacement of facility equipment or components and the reasons therefor.

Amendment N0. 59

5. Records of radioactivity measurements at on-site and off-site monitoring stations.

6. Records of facility tests and measurements performed pursuant to the requirements of the Technical Specifications.

d) ENO shall fully implement and maintain in effect all provisions of the Commission-approved physical security, training and qualification, and safeguards contingency plans including amendments made pursuant to provisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73.55 (51 FR 27817 and 27822), and to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The combined set of plans1 for the Indian Point Energy Center, which contain Safeguards Information protected under 10 CFR 73.21, is entitled: Physical Security, Training and Qualification, and Safeguards Contingency Plan, Revision 0, and was submitted by letter dated October 14, 2004, as supplemented by letter dated May 18, 2006.

HDI ENO shall fully implement and maintain in effect all provisions of the Commission-approved cyber security plan (CSP), including changes made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The ENO CSP was approved by License Amendment No. 55, as supplemented by changes approved by License Amendment Nos. 57, 59, and 60.

ENO has been granted Commission authorization to use "stand alone preemption authority" under Section 161A of the Atomic Energy Act, 42 U.S.C. 2201a with respect to the weapons described in Section II supplemented with Section Ill of Attachment 1 to its application submitted by letter dated August 20, 2013, as supplemented by letters dated November 21, 2013, and July 24, 2014, and citing letters dated April 27, 2011, and January 4, 2012. ENO shall fully implement and maintain in effect the provisions of the Commission-approved authorization.

1 The Training and Qualification Plan and Safeguards Contingency Plan are Appendices to the Security Plan.

Amendment No. 60

Deleted Holtec International

Deleted Deleted Appendix A to Provisional Operating License DPR-5 for Entergy Nuclear Indian Point 2, LLC and Entergy Nuclear Operations, Inc.

Holtec Indian Point 2, LLC and Holtec Decommissioning International, LLC Indian Point Station Unit No. 1 Docket No. 50-3 Amendment No. 50

Appendix A to Provisional Operating License DPR-5 For the Entergy Nuclear Indian Point 2, LLC and Entergy Nuclear Operations, Inc.

Holtec Indian Point 2, LLC and Holtec Decommissioning 1.0 GENERAL International, LLC INFORMATION The facility, known as the Indian Point Station Unit No.1, is located on a site in the Village of Buchanan, Westchester County, New York. The Indian Point Station Unit No.2 and the Indian Point Station Unit No.3 share this site.

Indian Point Unit No.1 includes a pressurized water reactor, which operated with an authorized maximum steady state power level of 615 thermal megawatts until October 31, 1974. Pursuant to the June 19, 1980 Commission Order Revoking Authority to Operate Facility" and the Decommissioning Plan for Indian Point Unit No.1" approved by the NRC in an Order dated January 31, 1996, the reactor remains in a defueled status and the unit continues to operate as a support facility for overall Indian Point Units 1 and 2 operations. Unit No.1 and Unit No.2 are physically contiguous and share a number of systems and facilities as well as a common operating organization. The technical specifications contained herein recognize this commonality as well as the intended use of the Unit No.1 facilities to support Unit No.2 until retirement of that unit, and contain specific references to Appendix A to the Indian Point Unit No.2 Facility Operating License No. DPR-26. Unit No.1 contains radioactive waste processing facilities, which provide waste processing services for both Unit No.1 and Unit No.2.

Radiological effluent limits are met on an overall site basis and specific operating limits and surveillance requirements for effluent monitoring instrumentation, including stack noble gas monitoring, are discussed in the Offsite Dose Calculation Manual.

Amendment No. 50, 52, Page 1

1.1 Definitions 1.1.1 Final Safety Analysis Report The final Safety Analysis Report (FSAR) for Indian Point Unit. 1, shall be deemed to refer to , as appropriate, the "Final Hazards Summary Report for the Consolidated Edison Indian Point Reactor Core B" and the following exhibits, which are a part of the original license application for IP1:

x Docket 50-3 Exhibit K-5 (Rev. 1), "Hazards Summary Report Consolidated Edison Thorium Reactor: (January, 1960) Figures 1-2, 1-3,3-14 only.

x Docket 50-3 Exhibit K-5A 11, "Supplementary Information on Plant Design of Consolidated Edison Nuclear Steam Generating Station,"

(August 1960) Section 3.7.1, pages 171 through 176 only and Section 3.7.2.

1.1.2 Operable-Operability A system, subsystem, train, component or device shall be operable or have operability when it is capable of performing its intended safety function(s). Implicit in this definition shall be the assumption that necessary instrumentation, controls, electrical power sources, cooling or seal water, lubrication or other auxiliary equipment that are required for the system, subsystem, train, component, or device to perform its safety function(s) are also capable of performing their related support functions.

1.1.3 Offsite Dose Calculation Manual (ODCM)

The Offsite Dose Calculation Manual contains the current methodology and parameters used in the calculation of offsite doses due to radioactive gaseous and liquid effluents, in the calculation of gaseous and liquid effluent monitoring alarm/trip setpoints, and in the conduct of the environmental radiological monitoring program. Requirements for the ODCM are specified in Appendix A to the Indian Point Nuclear Generating Unit NO.2 Facility Operating License No. DPR-26.

1.1.4 Site Boundary The Site Boundary is that line beyond which the land is neither owned, leased, nor otherwise controlled by either ENIP2, ENO, or other site licensee.

Holtec IP2, HDI Amendment No. 50, 52, Page 2

1.1.5 Unrestricted Area An Unrestricted Area is any area at or beyond the Site Boundary, access to which is not controlled by either ENIP2, ENO, or other site licensee for purposes of protection of individuals from radiation and radioactive materials.

Holtec IP2, HDI 1.2 Exclusion Distance 1.2.1 The minimum distance from the reactor facility to the nearest land boundary of the exclusion area, as defined in 1 OCFR 100 shall be 1400 feet.

1.2.2 The minimum distance from the reactor center line to the boundary of the site exclusion area and the outer boundary of the low population zone as defined in 1 OCFR 100.3 is 460 meters and 1100 meters, respectively.

1.3 Principal Activities The principal activities carried on within the Exclusion Area shall be the generation, transmission and distribution of steam and electrical energy (except by gas-fired power plant); associated service activities; activities relating to the controlled conversion of the atomic energy of fuel to heat energy by the process of nuclear fission; and the storage, utilization and production of special nuclear, source and byproduct materials. Transmission and distribution of natural gas shall be through the use of facilities located as described in the application as amended.

Amendment No. 50, 52, Page 3











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HOLTEC INDIAN POINT 2, LLC AND HOLTEC DECOMMISSIONING INTERNATIONAL, LLC

Unit Staff Qualifications 5.3 5.0 ADMINISTRATIVE CONTROLS 5.3 Unit Staff Qualifications Holtec 5.3.1 Each member of the unit staff shall meet or exceed the minimum qualifications of ANSI/ANS 3.1-1978 for comparable positions with exceptions specified in the Entergy Quality Assurance Program Manual (QAPM).

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HOLTEC INDIAN POINT 2, LLC APPENDIX C (HOLTEC IP2) AND HOLTEC DECOMMISSIONING TO INTERNATIONAL, LLC (HDI)

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INDIAN POINT NUCLEAR GENERATING UNIT No. 2 INTER-UNIT FUEL TRANSFER TECHNICAL SPECIFICATIONS PART I: SPENT FUEL TRANSFER CANISTER AND TRANSFER CASK SYSTEM FACILITY LICENSE NO. DPR-26 DOCKET NO. 50-247 Amendment No. 268

APPENDIX C HOLTEC INDIAN POINT 2, LLC (HOLTEC IP2) AND HOLTEC TO DECOMMISSIONING INTERNATIONAL, LLC (HDI)

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Amendment No. XXX



HOLTEC INDIAN POINT 3, LLC

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Amendment No. XXX

HOLTEC INDIAN POINT 3, LLC (HOLTEC IP3) AND HOLTEC DECOMMISSIONING INTERNATIONAL, LLC (HDI)

HOLTEC INDIAN POINT 3, LLC (HOLTEC IP3) AND HOLTEC DECOMMISSIONING INTERNATIONAL, LLC (HDI)

ATTACHMENT B MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (MIPA)

(NON-PROPRIETARY VERSION)

(WITHOUT EXHIBITS)

INDIAN POINT NUCLEAR GENERATING UNITS 1, 2 AND 3 NRC LICENSE NOS. DPR-5, DPR-26 AND DPR-64 DOCKET NOS. 50-3, 50-247, AND 50-286 (123 PAGES)

EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT BY AND AMONG NUCLEAR ASSET MANAGEMENT COMPANY, LLC, HOLTEC INTERNATIONAL, ENTERGY NUCLEAR INDIAN POINT 2, LLC, and ENTERGY NUCLEAR INDIAN POINT 3, LLC DATED AS OF APRIL 15, 2019 EAST\164092225.33

TABLE OF CONTENTS Page Article 1 PURCHASE AND SALE .................................................................................................1 Section 1.1 Purchase and Sale ........................................................................................1 Section 1.2 Purchase Price ..............................................................................................2 Section 1.3 Tax Treatment of Contemplated Transactions .............................................2 Section 1.4 IPEC Transfer ..............................................................................................2 Article 2 THE CLOSING ................................................................................................................4 Section 2.1 Closing .........................................................................................................4 Section 2.2 Closing Deliveries by Sellers to Purchaser ..................................................4 Section 2.3 Closing Deliveries by Purchaser to Sellers ..................................................5 Article 3 REPRESENTATIONS AND WARRANTIES OF SELLERS ........................................5 Section 3.1 Organization; Qualification .........................................................................5 Section 3.2 Ownership of Equity Interests .....................................................................6 Section 3.3 Authority ......................................................................................................6 Section 3.4 No Violation; Consents and Approvals .......................................................6 Section 3.5 Brokers; Finders ...........................................................................................7 Article 4 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES ......................................................................................................................7 Section 4.1 Organization; Qualification .........................................................................7 Section 4.2 Authority ......................................................................................................7 Section 4.3 No Violation; Consents and Approvals .......................................................8 Section 4.4 Equity Interests; No Subsidiaries .................................................................8 Section 4.5 Permits; Compliance with Applicable Laws................................................9 Section 4.6 Reports .........................................................................................................9 Section 4.7 Absence of Certain Changes or Events ........................................................9 Section 4.8 Title to Property; Encumbrances ...............................................................10 Section 4.9 Real Property .............................................................................................10 Section 4.10 Leased Property .........................................................................................10 Section 4.11 Intellectual Property Rights .......................................................................11 Section 4.12 Insurance ....................................................................................................11 Section 4.13 Environmental Matters...............................................................................12 Section 4.14 Labor and Employment Matters ................................................................13 Section 4.15 ERISA; Benefit Plans ................................................................................14 Section 4.16 Material Agreements ..................................................................................16 Section 4.17 Legal Proceedings ......................................................................................18 Section 4.18 NRC License ..............................................................................................18 Section 4.19 Tax Matters ................................................................................................19 Section 4.20 IPEC Decommissioning Trust ...................................................................19 Section 4.21 Financial Statements ..................................................................................21 Section 4.22 No Undisclosed Liabilities .........................................................................21 i

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Article 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT ............................................................................................................................21 Section 5.1 Organization; Qualification .......................................................................21 Section 5.2 Authority ....................................................................................................22 Section 5.3 No Violation; Consents and Approvals .....................................................22 Section 5.4 Available Funds .........................................................................................22 Section 5.5 Permits; Compliance with Applicable Laws..............................................23 Section 5.6 Legal Proceedings ......................................................................................23 Section 5.7 Solvency.....................................................................................................23 Section 5.8 Purchaser Identity/Foreign Ownership ......................................................24 Section 5.9 Technological and Other Qualifications ....................................................24 Section 5.10 Brokers; Finders .........................................................................................24 Section 5.11 Investment Intent .......................................................................................24 Section 5.12 Regulatory Status .......................................................................................25 Article 6 COVENANTS OF THE PARTIES ................................................................................25 Section 6.1 Conduct of Business During the Interim Period ........................................25 Section 6.2 Transition Advisory Committee; Observers; Information .........................29 Section 6.3 Access to Information; Confidentiality......................................................30 Section 6.4 Efforts to Close; Third Party Consents; Regulatory Approvals.................32 Section 6.5 Public Statements; Communications .........................................................37 Section 6.6 .........................................................................37 Section 6.7 Notification of Significant Changes...........................................................38 Section 6.8 Decommissioning Trust Agreements; Decommissioning Trusts ..............38 Section 6.9 Expenses ....................................................................................................40 Section 6.10 Termination of Affiliate and Other Agreements; Modification of Certain Agreements; Assignment; Financial Obligations; Multi-Party Contracts ...........................................................................................40 Section 6.11 Indemnification of Directors and Officers .................................................43 Section 6.12 Change of Name; Use of Names ................................................................44 Section 6.13 Excluded Assets .........................................................................................45 Section 6.14 Supplement to Disclosure Schedules .........................................................45 Section 6.15 IT; Software Matters; Books and Records .................................................46 Section 6.16 Insurance Policies ......................................................................................48 Section 6.17 NRC Commitments....................................................................................49 Section 6.18 Decommissioning ......................................................................................49 Section 6.19 MOUs .........................................................................................................50 Section 6.20 Department of Energy Claims ...................................................................51 Section 6.21 Reimbursement of Certain Costs and Expenses. .......................................52 Section 6.22 Post-Closing Reconciliation.......................................................................53 Section 6.23 IP Unit 3 Decommissioning Trust Matters ................................................56 Section 6.24 Employees ..................................................................................................56 Section 6.25 WARN Act.................................................................................................60 Section 6.26 Foreign Ownership or Control ...................................................................60 Section 6.27 Deferred Closing ........................................................................................60 Section 6.28 .......................................................................................61 ii EAST\164092225.33

Section 6.29 Pre-Closing Decommissioning Planning ...................................................61 Article 7 TAX MATTERS.............................................................................................................62 Section 7.1 Tax Indemnification ...................................................................................62 Section 7.2 Straddle Period ...........................................................................................62 Section 7.3 Transfer Taxes ...........................................................................................62 Section 7.4 Tax Matters ................................................................................................63 Article 8 CONDITIONS ................................................................................................................63 Section 8.1 Conditions to Obligations of Each Party ...................................................63 Section 8.2 Conditions to Obligations of Purchaser and Parent ...................................64 Section 8.3 Conditions to Obligations of Seller ...........................................................65 Section 8.4 No Closing Condition for Market Value of Fund Assets ..........................66 Article 9 SURVIVAL AND INDEMNIFICATION......................................................................66 Section 9.1 Survival ......................................................................................................66 Section 9.2 Indemnification ..........................................................................................67 Section 9.3 Limitations on Indemnification..................................................................69 Section 9.4 Defense of Claims ......................................................................................72 Section 9.5 Exclusivity .................................................................................................73 Section 9.6 Tax Treatment ............................................................................................74 Article 10 TERMINATION...........................................................................................................74 Section 10.1 Termination ................................................................................................74 Section 10.2 Effect of Termination .................................................................................75 Article 11 DEFINITIONS..............................................................................................................76 Section 11.1 Definitions..................................................................................................76 Section 11.2 Construction .............................................................................................103 Section 11.3 U.S. Dollars ..............................................................................................104 Section 11.4 Exhibits and Disclosure Schedules ..........................................................104 Article 12 MISCELLANEOUS PROVISIONS...........................................................................105 Section 12.1 Notices .....................................................................................................105 Section 12.2 Disclaimers; As-Is Sale; Release; Acknowledgement; Due Diligence; Non-Recourse .........................................................................106 Section 12.3 Waiver ......................................................................................................109 Section 12.4 ......................................................................................110 Section 12.5 Amendment ..............................................................................................111 Section 12.6 Waiver ......................................................................................................111 Section 12.7 Assignment ..............................................................................................111 Section 12.8 Governing Law ........................................................................................112 Section 12.9 Specific Performance ...............................................................................112 Section 12.10 Change in Law; Alternative Structures ....................................................113 Section 12.11 Interpretation ............................................................................................114 Section 12.12 Schedules and Exhibits ............................................................................114 Section 12.13 Entire Agreement .....................................................................................114 iii EAST\164092225.33

Section 12.14 Counterparts .............................................................................................114 LIST OF EXHIBITS Exhibit A Data Room Index Exhibit B Form of Membership Interest Assignment Agreement Exhibit C Form of Transition Services Agreement Exhibit D Exhibit E Exhibit F Exhibit G Form of Pre-Planning Contract Exhibit H Form of Pre-Closing Work Contract LIST OF SCHEDULES SELLERS DISCLOSURE SCHEDULES Section 1.2 Purchase Price Allocation Section 3.4(b) Required Regulatory Approvals Section 4.1 Foreign Jurisdictions Section 4.4 Equity Interests Section 4.5 Permits - Exceptions Section 4.6 Reports - Exceptions Section 4.8 Tangible Assets Section 4.9(a) Owned Real Property Section 4.9(b) Excluded Real Property Section 4.10 Leased Property Section 4.11(a) Intellectual Property Section 4.12 Insurance Section 4.13(a) Environmental Permits Section 4.13(b) Material Environmental Exceptions Section 4.13(c) Compliance with Laws and Permits - Exceptions Section 4.13(d) Environmental Claims Section 4.13(e) Environmental Clean-Up Site - Exceptions Section 4.13(f) Off-Site Locations Section 4.13(g) Environmental Permits - Consents Section 4.13(h) Environmental Reports Section 4.13(i) Releases of Hazardous Substances, Nuclear Materials and Mixed Substances Section 4.14(a) Collective Bargaining Agreements Section 4.14(b) Unfair Labor Practice Charges and Labor Arbitrations Section 4.14(c) Employees - Exceptions Section 4.15(a) Benefit Plans Section 4.15(f) Benefit Plan Life Insurance and Medical Benefits - Exceptions Section 4.15(g) Investigations re: Benefits iv EAST\164092225.33

Section 4.16(a) IPEC Agreements Section 4.16(b)(i) Non-binding IPEC Agreements Section 4.16(b)(ii) IPEC Agreement Consents Section 4.16(b)(iii) IPEC Copies Section 4.16(c) One Time Fee Section 4.17 IPEC Legal Proceedings Section 4.18(a) Nuclear Laws - Exceptions Section 4.19 Tax Matters Section 4.20(a) IPEC Decommissioning Trusts Section 4.20(c) Schedule of Ruling Amounts Section 4.20(d) Schedule of Deduction Amounts Section 4.20(f) IPEC Decommissioning Trust Taxes Section 4.21(a) Balance Sheet Section 4.21(b) Debt Section 6.1(a) Interim Period Operations Section 6.1(b) IPEC Agreements Requiring Consent Section 6.1(c) Interim Operating Covenants - Exceptions Section 6.4(f) Purchaser Permits Section 6.4(k) Filing Fees Section 6.10(a) Affiliate Agreements - Exceptions Section 6.10(c) Affiliate Guarantees Section 6.10(d) Releases Section 6.10(e) Excluded Multi-Party Contracts Section 6.13(a) Excluded Assets Section 6.16(a) Insurance Policies Section 6.19 MOUs Section 6.24(a) In-Scope Employees Section 6.24(m) Unused Sick Leave Section 7.1 Tax Indemnification Exclusions Section 8.3(e) Guarantees to be Released Section 9.2(b)(iv) Seller Indemnity Items Section 11.1(94) Fleet-wide Software Section 11.1(107) In-House Software Section 11.1(142) IPEC Employee Section 11.1(150) Knowledge Section 11.1(268) Service Marks Section 11.1(293) Third-party Software Section 12.3 Sellers Counsel PURCHASER DISCLOSURE SCHEDULES Section 6.4(m) Initial Regulatory Commitments Section 6.29(b) Pre-Closing Contract Scope Section 11.1(150) Purchaser Knowledge Section 11.1(249) Site Boundaries for River Cleanup Liability JOINT DISCLOSURE SCHEDULES v

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Section 6.8(a) Investment Protocol Section 6.8(d) Permitted Withdraws Section 6.22 Net Liabilities Adjustment Schedule vi EAST\164092225.33

MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this Agreement), dated as of April 15, 2019, is made by and among Nuclear Asset Management Company, LLC, a Delaware limited liability company (Purchaser), Holtec International, a Delaware corporation (Parent), Entergy Nuclear Indian Point 2, LLC, a Delaware limited liability company (Indian Point 2 Seller or Seller), Entergy Nuclear Indian Point 3, LLC, a Delaware limited liability company (Indian Point 3 Seller or Seller) and, together with Indian Point 2 Seller, Sellers). Purchaser, Parent, the Companies (as defined in this Agreement) and Sellers are each referred to individually as a Party, and collectively as the Parties. All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 11.1.

RECITALS WHEREAS, (i) Indian Point 2 Seller (together with ENOI) holds the IP2 NRC License and Indian Point 2 Seller owns the Indian Point Nuclear Generating Unit 2 (IP Unit 2) and the shutdown Indian Point IP Nuclear Generating Unit 1 (IP Unit 1) and its share of the related Facilities and the Site and (ii) Indian Point 3 Seller (together with ENOI) holds the Unit 3 NRC License and Indian Point 3 Seller owns the Indian Point Nuclear Generating Unit 3 (the IP Unit

3) and its share of the related Facilities and the Site, (where the IP Unit 3 together, with IP Unit 1 and IP Unit 2, related Facilities and the Site, IPEC), located in Buchanan, New York; WHEREAS, pursuant to Section 1.4 below, Sellers will transfer all of the assets and Liabilities related to IPEC to newly-formed limited liability companies; WHEREAS, at the Closing Sellers will own all of the Equity Interests (as defined in this Agreement);

WHEREAS, Purchaser desires to purchase the Equity Interests from Sellers, and Sellers desire to sell the Equity Interests to Purchaser, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1 PURCHASE AND SALE Section 1.1 Purchase and Sale. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement, each Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from such Seller, at the Closing, all of such Sellers right, title and interest in the Equity Interests.

1 EAST\164092225.33

Section 1.2 Purchase Price. Purchaser shall pay or cause to be paid to Sellers for the purchase of the Equity Interests the amount of one thousand dollars ($1,000) (the Purchase Price) as allocated on Section 1.2 of the Sellers Disclosure Schedules or as otherwise allocated as directed by Sellers in writing to Purchaser. The Purchase Price shall be paid by wire transfer of immediately available funds at the Closing to an account or accounts designated in writing by Sellers at least two (2) Business Days prior to the Closing.

Section 1.3 Tax Treatment of Contemplated Transactions.

(a)

(b)

(c)

(d)

Section 1.4 IPEC Transfer (a) Except as provided in Section 1.4(b), prior to Closing (i) Indian Point 2 Seller will transfer all of its assets and Liabilities to a newly-formed limited liability company (New ENIP2) (such transfer, the ENIP2 Transfer) and (ii) Indian Point 3 Seller will transfer all of its assets and Liabilities to a newly formed limited liability company (New ENIP3 and, together with New ENIP2, the New Companies) (such transfer, the ENIP 3 Transfer, and together with the ENIP 2 Transfer and if applicable, the transfer of the IPEC Equity Interests to New Holding Company, the IPEC Transfer). Upon consummation of the IPEC Transfer, all rights and obligations under this Agreement or any Transaction Document of Indian Point 2 Seller, subject to Section 1.4(b) shall be transferred or assumed by New ENIP2, and all rights and obligations of Indian Point 3 Seller, subject to Section 1.4(b), shall be transferred to or assumed by New ENIP3.

2 EAST\164092225.33

(b)

(c)

(d)

ENIP2 shall mean Indian Point 2 Seller and (iv) ENIP3 shall mean Indian Point 3 Seller.

(e) 3 EAST\164092225.33

ARTICLE 2 THE CLOSING Section 2.1 Closing. The closing of the purchase and sale of the Equity Interests (the Closing) shall take place (a) at the offices of DLA Piper LLP (US) at 500 Eighth Street, N.W.,

Washington, D.C. at 10:00 a.m. (local time) no later than the tenth (10th) Business Day following the satisfaction or waiver of the conditions set forth in Article 8 (other than the conditions in Section 8.3(d) and those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions on or before the Closing Date) or (b) at such other place, date and time as the Parties may agree in writing (the day on which the Closing takes place being, the Closing Date). For accounting purposes, the effective time of the Closing shall be deemed to be 12:01 a.m. Eastern Time on the Closing Date.

Section 2.2 Closing Deliveries by Sellers to Purchaser. At the Closing, Sellers will deliver, or cause to be delivered, the following to Purchaser:

(a) An amount in cash equal to the Estimated Net Adjustment Amount (if positive);

(b) All Transaction Documents duly executed by the Companies, Sellers or Affiliate of Sellers, as applicable; (c) Copies of the Required Regulatory Approvals applicable to Sellers; (d) Certified resolutions of the board of managers (or similar governing body) of each Company and each Seller authorizing the execution and delivery of this Agreement and the Transaction Documents to be executed and delivered by each Company and each Seller, as applicable, and the consummation of the Contemplated Transactions; (e) A certificate of good standing (or equivalent document) with respect to each Company, issued by the Secretary of State of the State of Delaware and a certificate of good standing with respect to each Seller, issued by the Secretary of State of the State of Delaware, in each case, issued not earlier than twenty (20) days prior to the Closing Date; (f) Duly executed resignations, effective as of the Closing, of the managers and officers of each Company; (g) All entity minute books, entity ledgers and registers and entity seals of each Company (it being agreed and understood that Sellers shall be permitted to retain copies thereof);

(h) All entity certificates (if certificated) and each Membership Interest Assignment Agreement; (i)

(j) and 4

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(k) The documents contemplated by Article 8, to the extent not theretofore delivered and such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by Sellers or their Affiliates at or prior to the Closing Date pursuant to this Agreement or any other Transaction Document or otherwise reasonably required in connection with the consummation of the Contemplated Transactions.

Section 2.3 Closing Deliveries by Purchaser to Sellers. At the Closing, the Purchaser Parties will deliver, or cause to be delivered, the following to Sellers:

(a) An amount in cash equal to the Purchase Price; (b) An amount in cash equal to the Estimated Net Adjustment Amount (if negative);

(c) All Transaction Documents duly executed by Purchaser and Parent, as applicable; (d) Copies of the Required Regulatory Approvals applicable to the Purchaser Parties; (e) Certified resolutions of the appropriate managing or governing body or bodies of each of Purchaser and Parent authorizing the execution and delivery of this Agreement and the Transaction Documents to be executed and delivered by Purchaser and such Parent, as applicable, and the consummation of the Contemplated Transactions; (f) A certificate of good standing with respect to Purchaser, issued by the Secretary of State of the State of Delaware, and a certificate of good standing with respect to Parent, issued by the Secretary of State of the State of Delaware; (g) and (h) The documents contemplated by Article 8, to the extent not theretofore delivered and such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by Purchaser or its Affiliates at or prior to the Closing Date pursuant to this Agreement or any other Transaction Document or otherwise reasonably required in connection with the consummation of the Contemplated Transactions.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLERS Except as set forth in the Sellers Disclosure Schedules, each Seller represents and warrants to Purchaser as to itself as follows:

Section 3.1 Organization; Qualification. Such Seller is a limited liability company duly organized, validly existing and, to the extent such concept is recognized under applicable Law, in good standing under its jurisdiction of formation and has all requisite entity power and authority to own, lease and operate its properties and assets and to carry on its business as 5

EAST\164092225.33

presently conducted. Such Seller is duly qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any such failure to be so qualified or in good standing would not have, individually or in the aggregate, a Sellers Material Adverse Effect.

Section 3.2 Ownership of Equity Interests. As of the date of this Agreement, wholly-owned Affiliates of Entergy have good and valid title to the IP2 Equity Interests and the IP3 Equity Interests and all such equity interests are owned of record and beneficially by such Affiliates and free and clear of all Encumbrances (other than transfer restrictions of general applicability as provided under the Securities Act and other applicable securities Laws or by Laws regulating the ownership or operation of nuclear or electric facilities). As of the Closing, the applicable Seller shall have good and valid title to its Equity Interests (and, if applicable, New Holding Company has good and valid title to the IPEC Equity Interests), and all of such Equity Interests will be owned of record and beneficially by such Seller (and, if applicable, all of the IPEC Equity Interests are owned of record and beneficially by New Holding Company), and free and clear of all Encumbrances (other than transfer restrictions of general applicability as provided under the Securities Act and other applicable securities Laws or by Laws regulating the ownership or operation of nuclear or electric facilities). The sale of such Equity Interests to Purchaser in accordance with the terms of this Agreement will effectively transfer to and vest in Purchaser good and valid title to, and record and beneficial ownership of, all of the Equity Interests, free and clear of all Encumbrances (other than transfer restrictions of general applicability as provided under the Securities Act and other applicable securities Laws, and Encumbrances placed thereon by Purchaser, otherwise applicable solely to Purchaser or its assets or by Laws regulating the ownership or operation of nuclear or electric facilities).

Section 3.3 Authority. Such Seller has all requisite entity power and authority, and has taken all entity action necessary, to execute and deliver this Agreement and each of the Transaction Documents to which such Seller is a party, and to perform its obligations under this Agreement and each of the Transaction Documents to which such Seller is a party and to consummate the Contemplated Transactions. This Agreement has been, and each of the Transaction Documents will be at the Closing, duly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each of the Transaction Documents will constitute at the Closing, a valid, legal and binding obligation of such Seller enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors rights and to general equity principles (the Bankruptcy and Equity Exception).

Section 3.4 No Violation; Consents and Approvals.

(a) Subject to obtaining or making the applicable Required Regulatory Approvals, neither the execution and delivery by such Seller of this Agreement or any of the Transaction Documents to which such Seller is a party nor the consummation by such Seller of the Contemplated Transactions will (i) conflict with or result in any breach or violation of any provision of such Sellers Organizational Documents; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or 6

EAST\164092225.33

provisions of any note, bond, mortgage, indenture, material license or material agreement or contract or other material instrument or obligation to which such Seller is a party or by which it may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite Consents have been, or will be prior to the Closing obtained; or (iii) constitute a violation of any Law or Governmental Order applicable to such Seller, except in the case of clause (ii) or (iii) above for any such default or violation which would not have, individually or in the aggregate, a Sellers Material Adverse Effect.

(b) Subject to the receipt or satisfaction of the applicable Required Regulatory Approvals listed in Section 3.4(b) of the Sellers Disclosure Schedules, no Consent or Filing with any Governmental Authority (or any regional transmission organization or independent system operator) is necessary for the execution and delivery by such Seller of this Agreement or any of the Transaction Documents to which such Seller is party or the consummation by such Seller of the Contemplated Transactions, other than (i) such Consents and Filings that the failure to obtain or make would not have, individually or in the aggregate, a Sellers Material Adverse Effect and (ii) such Consents and Filings which become applicable to such Seller or the Companies as a result of the status of Purchaser (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Purchaser (or any of its Affiliates) is or proposes to be engaged (whether before or after the Closing).

Section 3.5 Brokers; Finders. No broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of such Seller, the Companies or any Affiliate thereof.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES Except as set forth in the Sellers Disclosure Schedules, Sellers, jointly and severally, represent and warrant to Purchaser as follows:

Section 4.1 Organization; Qualification. Each Company is a limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite entity power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Section 4.1 of the Sellers Disclosure Schedules sets forth each foreign jurisdiction in which such Company is licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign legal entity where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any such failure to be so qualified or in good standing would not have, individually or in the aggregate, a Companies Material Adverse Effect.

Section 4.2 Authority. Each Company has all requisite entity power and authority, and has taken all entity action necessary, to execute and deliver this Agreement and each of the Transaction Documents to which such Company is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which such Company is a party and to 7

EAST\164092225.33

consummate the Contemplated Transactions. This Agreement has been, and each of the Transaction Documents will be at the Closing, duly executed and delivered by each Company, as applicable, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each of the Transaction Documents will constitute at the Closing, a valid and binding obligation of such Company enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 4.3 No Violation; Consents and Approvals.

(a) Subject to obtaining or making the applicable Required Regulatory Approvals, neither the execution and delivery by each Company of this Agreement or any of the Transaction Documents to which such Company is a party nor the consummation by such Company of the Contemplated Transactions will (i) conflict with or result in any breach or violation of any provision of such Companys Organizational Documents; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license or material agreement or other material contract or other material instrument or material obligation to which such Company is a party or by which it may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite Consents have been, or will be prior to the Closing obtained, or which would not, individually or in the aggregate, reasonably be expected to be material; or (iii) constitute a violation of any Law or Governmental Order applicable to any Company in any material respect, except in the case of clause (ii) or (iii) above for any such default or violation which would not be, individually or in the aggregate, material to the Companies after the Closing.

(b) Subject to the receipt or satisfaction of the applicable Required Regulatory Approvals, no Consent or Filing with any Governmental Authority (or any regional transmission organization or independent system operator) is necessary for the execution and delivery by each Company of this Agreement or any of the Transaction Documents to which such Company is a party or the consummation by such Company of the Contemplated Transactions, other than (i) such Consents and Filings that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to be material, and would not materially impair such Companys ability to perform its material obligations under this Agreement or any of the Transaction Documents to which such Company is a party and (ii) such Consents and Filings which become applicable to Sellers or such Company as a result of the status of Purchaser (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Purchaser (or any of its Affiliates) is or proposes to be engaged from and after the Closing.

Section 4.4 Equity Interests; No Subsidiaries. As of the Closing, all of the Equity Interests of each Company will be duly and validly authorized, issued, outstanding, fully paid and nonassessable and will be owned of record and beneficially by the applicable Seller (or, if applicable, New Holding Company). As of the Closing, the Equity Interests of each Company will be the only outstanding equity interests of such Company. Except for this Agreement and as set forth on Section 4.4 of the Sellers Disclosure Schedules, there are no outstanding or authorized subscriptions, options, rights, warrants, profits interests, phantom stock, profit participation or similar rights, convertible securities or other agreements or calls, demands or 8

EAST\164092225.33

commitments of any kind relating to the issuance, sale or transfer of any ownership interest of each Company. Except for the IPEC Decommissioning Trusts, as applicable, each Company does not own, control or participate in, directly or indirectly, any interest in any Person, other than, if applicable, New Holding Companys ownership of the IPEC Equity Interests.

Section 4.5 Permits; Compliance with Applicable Laws. Except as set forth on Section 4.5 of the Sellers Disclosure Schedules, each Company has all Permits material to the conduct of its business as now being conducted or material to the ownership, lease, use or operation of its Facilities as now being conducted. Each Company and, with respect to its Facilities, ENOI is, and has been during the three (3) year period prior to the date hereof and the Closing Date, in compliance with all such Permits and Laws of any Governmental Authority applicable to it, except for violations which would not be, individually or in the aggregate, material to the Companies. Except as set forth on Section 4.5 of the Sellers Disclosure Schedules, no Company has received any written notification which remains unresolved that it is in violation of any such Permits or any Law applicable to its Facilities, except for notifications of violations which would not be, individually or in the aggregate, material to the Companies.

Except for any conditions imposed, proposed or threatened by any Governmental Authority in connection with or related to the Required Regulatory Approvals, the State Agreement, or the Contemplated Transactions, or as set forth on Section 4.5 of the Sellers Disclosure Schedules, as of the Closing Date no Governmental Authority is threatening in writing to revoke, adversely modify or impose any condition or sanction in respect of any such Permit, or has commenced proceedings to revoke, adversely modify or impose any condition or sanction in respect of any such Permit.

Section 4.6 Reports. Except as set forth in Section 4.6 of the Sellers Disclosure Schedules, since January 1, 2017, each Company and its Affiliates have filed or caused to be filed with any applicable state or local utility commission or regulatory body, the NRC, the FCC, the Department of Energy and the FERC, as the case may be, all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by such Company or any of its Affiliates with respect to the Facilities or the ownership or operation thereof under each of the applicable Laws (including New York public utility Laws), the Federal Power Act, the Public Utility Holding Company Act, the Atomic Energy Act, the Energy Reorganization Act and the Price-Anderson Act and the respective rules and regulations thereunder, except for such Filings the failure of which to make would not be, individually or in the aggregate, material to the Companies after the Closing. To the Knowledge of Sellers, all such Filings complied in all material respects with all applicable requirements of the appropriate Law and the rules and regulations thereunder in effect on the date each such report was filed. Except pursuant to the previous sentence as it relates to compliance with applicable Law, rules and regulations, each Company shall not be deemed to be making any representation or warranty to Purchaser hereunder concerning the financial statements or projections of such Company or any of its Affiliates contained in any such report.

Section 4.7 Absence of Certain Changes or Events. Since January 1, 2018, there has not been any Companies Material Adverse Effect, and since January 1, 2018 through the date of this Agreement, the Companies have operated and maintained, or have caused to be operated and maintained, their respective Facilities in the ordinary course consistent with Good Industry Practices and taking into account the planned shutdown of the Facilities.

9 EAST\164092225.33

Section 4.8 Title to Property; Encumbrances.

(a) Except for Permitted Encumbrances, each Company has marketable title to, or holds pursuant to valid and binding leases, all of its material Tangible Personal Property, including all property set forth on Section 4.8 of the Sellers Disclosure Schedules, free and clear of all Encumbrances other than Permitted Encumbrances, except where the failure to hold such title, individually or in the aggregate, would not be material to the Companies after the Closing.

(b) Except for any Excluded Real Property and any Excluded Assets, or as permitted by Section 6.1(c)(iv), but including the assets and properties set forth on Section 4.8 of the Sellers Disclosure Schedule, the physical assets and properties of the Companies, and taking into account the planned Decommissioning of the Facility and taking into account any assets or services to or provided or made available pursuant to the Transition Services Agreement, including any property held pursuant to valid and binding leases, the physical assets and properties of the Companies as of the Closing constitute all of the physical assets and properties used to operate the Facilities in the manner operated as of the Business Day immediately prior to the Closing.

Section 4.9 Real Property. Section 4.9(a) of the Sellers Disclosure Schedules sets forth a list of all of the real property owned or ground leased (including all fixtures and improvements situated thereon) pursuant to the ground leases described on Section 4.9(a) of the Sellers Disclosure Schedules (each, a Ground Lease) by the Companies, including the Facilities, (but excluding any Tangible Personal Property thereon) (the Owned Real Property),

but excluding the real property owned by the Companies set forth on Section 4.9(b) of the Sellers Disclosure Schedules identified as Excluded Real Property (the Excluded Real Property).

The Companies own good and marketable title to the Owned Real Property, subject to no Encumbrances other than Permitted Encumbrances. There are no outstanding options, rights of first offer or refusal or other preemptive rights in favor of any Third Party to purchase the Owned Real Property or any portion thereof, except as set forth in Section 4.9(a) of the Sellers Disclosure Schedules. The Companies have not leased, subleased or otherwise granted to any Person the right to use or occupy the Owned Real Property or any material portion thereof, except as set forth in Section 4.9(a) of the Sellers Disclosure Schedules. Except as set forth in Section 4.9(a) of the Sellers Disclosure Schedules, to the Knowledge of Sellers, there are no eminent domain proceedings of any kind, pending or threatened, against any Owned Real Property. There is not, with respect to any Ground Lease, any material event of default existing on the part of such Company or, to the Knowledge of Sellers, on the part of any other party thereto. No Consent of any Third Party is required under any Ground Lease, as a result of the consummation of the Contemplated Transactions. Upon the termination of any Ground Lease, the Companies will own any and all fixtures and improvements situated upon such property.

Section 4.10 Leased Property. Section 4.10 of the Sellers Disclosure Schedules sets forth a correct and complete list of each material lease (each, a Lease) under which each Company is a lessee or lessor which is a lease of real property. There is not, with respect to any Lease, any material event of default existing on the part of such Company or, to the Knowledge of Sellers, on the part of any other party thereto. Except for the Consents set forth in Section 4.10 of the Sellers Disclosure Schedules (the Lease Consents), no Consent of any Third Party is required under any Lease, as a result of the consummation of the Contemplated 10 EAST\164092225.33

Transactions. The full amount of the security deposit required under each Lease, if any, is on deposit thereunder.

Section 4.11 Intellectual Property Rights.

(a) Section 4.11(a) of the Sellers Disclosure Schedules sets forth a true and complete list of (i) all material Intellectual Property that is owned by each Company that is subject to registration or application for registration (including, where applicable, the title, application or registration number and jurisdiction) (the Owned Intellectual Property), and (ii)

Intellectual Property used by such Company under a license or similar agreement under which such Company pays a specified licensing fee linked to such Intellectual Property of more than per annum or for which such Company paid a perpetual licensing fee of or more (Material Licensed Intellectual Property). Together, the Owned Intellectual Property and the Material Licensed Intellectual Property are the Scheduled Intellectual Property. Each Company owns all right, title and interest in and to its Owned Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances, and has the rights to use all Material Licensed Intellectual Property. None of the Scheduled Intellectual Property is subject to any outstanding order, ruling, decree, judgment or stipulation to which each Company is or has been made a party.

(b) To the Knowledge of Sellers, the assets and properties held at the Facilities do not infringe upon or otherwise violate the Intellectual Property rights of any other Person, and no such claims are pending or, to the Knowledge of Sellers, threatened against the Companies, except for violations which would not be, individually or in the aggregate, material to the Companies after the Closing.

(c) To the Knowledge of Sellers, no other Person is infringing upon the rights of each Company in any of its Owned Intellectual Property in any material respect.

(d) Each item of Owned Intellectual Property is subsisting and, to the Knowledge of Sellers, valid and enforceable, except as would not, individually or in the aggregate, reasonably be expected to be, individually or in the aggregate, material to the Companies after the Closing.

Notwithstanding any other provision of this Agreement, this Section 4.11 contains the exclusive representations and warranties of Sellers concerning Intellectual Property matters.

Section 4.12 Insurance. Section 4.12 of the Sellers Disclosure Schedules sets forth all insurance policies (the Insurance Policies) of any kind or nature, including policies of property damage, fire, liability, Nuclear Insurance Policies, workers compensation and other forms of insurance maintained by or on behalf of each Company, indicating the type of coverage, name of insured, name of insurance carrier or underwriter and expiration date of each policy. The Insurance Policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the date of this Agreement have been paid (other than retroactive premiums which may be payable with respect to Nuclear Insurance Policies), and no written notice of cancellation, nonrenewal or termination has been received by such Company (except for any such notice received in connection with the termination of such policy at the Closing) 11 EAST\164092225.33

with respect to any Insurance Policy which was not after the date of this Agreement replaced on substantially similar terms prior to the date of such cancellation and such Company (or any such other Person who has obtained such insurance on behalf of such Company) is not in material breach or default thereunder. No Company has any self-insurance arrangements.

Notwithstanding any other provision of this Agreement, this Section 4.12 contains the exclusive representations and warranties of Sellers concerning insurance matters.

Section 4.13 Environmental Matters.

(a) Section 4.13(a) of the Sellers Disclosure Schedules sets forth all material Environmental Permits necessary for the ownership or use of the Facilities as conducted prior to Closing; (b) Except as set forth on Section 4.13(b) of the Sellers Disclosure Schedule, the Companies hold all material Environmental Permits necessary for the ownership or use of the Facilities as conducted prior to the Closing Date, including any use directed or executed by ENOI or other parties, and, except as set forth on Section 4.13(b) of the Sellers Disclosure Schedules, the Companies have, to the extent authorized by Environmental Laws, duly and timely applied for any renewal or extension of any material Environmental Permit as necessary to preserve the permissions available to the Facilities under such permits beyond the Closing Date for the current use of the Facilities; (c) Except as set forth in Section 4.13(c) of the Sellers Disclosure Schedule, (i) the Companies, ENOI and the Facilities are, and have been for the previous five (5) years, in compliance in all material respects with all material Environmental Laws and all material Environmental Permits and (ii) neither the Companies, nor ENOI, have received any written notification from a Governmental Authority or have Knowledge of any imminent written notice, that the Companies or ENOI are or may be in violation of such Environmental Laws or such Environmental Permits; (d) Except as set forth on Section 4.13(d) of the Sellers Disclosure Schedules, there are no Environmental Claims pending or, to the Knowledge of Sellers, threatened in writing against the Companies by any Governmental Authority with respect to the ownership or use of the Facilities; (e) Except as set forth in Section 4.13(e) of the Sellers Disclosure Schedules, neither the Site, nor any portion thereof, is an Environmental Clean-up Site; (f) To the Knowledge of Sellers, none of the Off-Site Locations to which any Hazardous Substances, Nuclear Materials or Mixed Substances have at any time been transported from the Facilities by the Companies for treatment, storage, handling or disposal (i) is an Environmental Clean-up Site or (ii) has experienced Releases of Hazardous Substances, Nuclear Materials or Mixed Substances that would subject the Companies to any liability under Environmental Law that would have, individually or in the aggregate, a Companies Material Adverse Effect. All locations to which any Hazardous Substance, Nuclear Materials or Mixed Substances have been transported from the Facilities by the Companies or, to the Knowledge of 12 EAST\164092225.33

Sellers, prior to the Companies ownership of the Facilities are identified in Section 4.13(f) of the Sellers Disclosure Schedules; (g) Except for the Consents and Filings set forth on Section 4.13(g) of the Sellers Disclosure Schedules (the Environmental Permit Consents), to the Knowledge of Sellers, no material Consent or Filing with any Governmental Authority with respect to Environmental Permits is necessary for the consummation of the Contemplated Transactions; (h) Section 4.13(h) of the Sellers Disclosure Schedules sets forth all material environmental reports and site characterization studies obtained or commissioned by any Company (the Environmental Reports). Sellers have made available to Purchaser a true and correct and materially complete copy of each Environmental Report; (i) Except for Releases of Hazardous Substances, Nuclear Materials or Mixed Substances set forth in Section 4.13(i) of the Sellers Disclosure Schedules, there has been no material Release of Hazardous Substances, Nuclear Materials or Mixed Substances at or migrating from the Site during each Companys ownership period of its Facility or, to the Knowledge of Sellers, prior to such ownership period; and (j) There has been no adverse changes in the approach for monitoring and mitigating any Existing Plume resulting from any events or occurrences discovered during the Interim Period that have not been cured during the Interim Period. For purposes of this Section 4.13(j), any change that requires monitoring or mitigation for an Existing Plume other than (i) quarterly monitoring of groundwater or (ii) natural attenuation shall constitute an adverse change.

Notwithstanding any other provision of this Agreement, this Section 4.13 contains the exclusive representations and warranties of Sellers concerning environmental matters, Environmental Permits and Environmental Laws and Nuclear Laws related to environmental matters.

Section 4.14 Labor and Employment Matters.

(a) Section 4.14(a) of the Sellers Disclosure Schedules sets forth a complete and accurate list of each Collective Bargaining Agreement affecting IPEC Employees. Sellers have made available to Purchaser a true, complete and correct copy of each Collective Bargaining Agreement and any other material written agreement relating to the employment of IPEC Employees to which any Seller, any Company or ENOI is a party.

(b) With respect to the IPEC Employees, the Companies are in compliance with all applicable Laws respecting employment and employment practices, immigration, leave, occupational safety and health standards, record retention requirements, terms and conditions of employment and wages and hours, except for any violations which would not be, individually or in the aggregate, material to the Companies after the Closing. All individuals characterized and treated as consultants or independent contractors of the Companies, ENOI, or any of their Affiliates and relating to the Facilities are properly treated as independent contractors under all applicable laws, except for any misclassification that would not be, individually or in the aggregate, material to the Companies after the Closing. There are no unfair labor practice 13 EAST\164092225.33

charges with respect to the employment of any IPEC Employee or Target Employee relating to the Facilities pending before the National Labor Relations Board and, to the Knowledge of Sellers, no such charge is threatened in writing that would be reasonably expected to be, individually or in the aggregate, material to the Companies after the Closing except as set forth on Section 4.14(b) of the Sellers Disclosure Schedules. Except as would not be, individually or in the aggregate, material to the Companies after the Closing or as set forth on Section 4.14(b) of the Sellers Disclosure Schedules, (i) there is no labor strike, lockout or work stoppage actually pending, or, to the Knowledge of Sellers, threatened in writing, in each case with respect to ENOI or any Company relating to the Facilities, and (ii) there is no arbitration proceeding arising out of or under any Collective Bargaining Agreement that is pending with respect to ENOI or the Companies relating to the Facilities or any IPEC Employee whose employment is covered by any such Collective Bargaining Agreement, and, to the Knowledge of Sellers, no such arbitration is threatened in writing. There is no lawsuit, complaint, charge, arbitration, grievance, or claim of unlawful employment practices, including but not limited to any involving discrimination, retaliation, harassment, leaves, wages or hours of work with respect to the employment of any IPEC Employee and, to the Knowledge of Sellers, none is threatened in writing, except as set forth on Section 4.14(b) of the Sellers Disclosure Schedules.

Section 4.14(b) of the Sellers Disclosure Schedules sets forth the list of unfair labor practice charges, labor arbitrations, and other employment lawsuits, charges, or arbitrations pending as of the date of this Agreement and updated as of the Closing Date with respect to ENOI and the Companies relating to the Facilities or any IPEC Employee or Target Employee.

(c) All IPEC Employees are based in the United States. Except as set forth in Section 4.14(c) of the Sellers Disclosure Schedules, there are no employees of ENOI, the Companies or any of their Affiliates who perform substantially all of their services for IPEC, other than IPEC Employees or Target Employees.

(d) Except as would not be reasonably likely to result in material liability to the Companies after the Closing, or to Purchaser or any of its Affiliates, there are no material (i) outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance Laws (including IRS Employer Shared Responsibility Payment Notice under Code § 4980H or any notice of ACA information reporting penalties under Code § 6055, 656, 6721 or 6722) and (ii) orders, injunctions, judgments, decrees, rulings, assessments or arbitration awards under applicable occupational health and safety Laws which are currently outstanding, in each case, which relate to the IPEC Employees or the Facilities.

Notwithstanding any other provision of this Agreement, this Section 4.14 and Section 4.15 contain the exclusive representations and warranties of Sellers concerning labor and employment matters.

Section 4.15 ERISA; Benefit Plans.

(a) Sellers have made available to Purchaser each material written employee benefit plan as defined in Section 3(3) of ERISA, whether or not subject to ERISA, each material written bonus, employment, deferred compensation, incentive compensation, stock purchase, restricted stock, stock option, or other equity-based compensation, severance, retention 14 EAST\164092225.33

or termination pay, fringe benefit, education reimbursement, vacation or holiday pay, welfare, cafeteria, flexible spending, hospitalization or other medical, dental, vision, life, disability, accident or other insurance, supplemental unemployment benefits, savings, profit-sharing, pension, or retirement plan, program, agreement or arrangement (including any employment agreement), and each other material written employee benefit plan, program, policy, agreement or arrangement, in each case that is sponsored, maintained or contributed to, or required to be contributed to, by Sellers, the Companies or any entity that, prior to the Closing, is an ERISA Affiliate of the Companies for the benefit of any IPEC Employee or Target Employee (each, a Benefit Plan). The Companies do not have any employees and do not sponsor, maintain or contribute to any Benefit Plans. Section 4.15(a) of the Sellers Disclosure Schedules contains a true and complete list of each Benefit Plan. For the avoidance of doubt, a Collective Bargaining Agreement shall not be deemed a Benefit Plan.

(b) With respect to each Benefit Plan in which any Target Employee participates or is eligible to participate that is intended to be qualified under Section 401(a) of the Code, Sellers have made available to Purchaser: (i) the trust documents and all amendments thereto, (ii) the most recent summary plan description and summaries of material modification thereto, and (iii) the most recent determination, advisory and/or opinion letter received from the IRS and the most recent annual reports (Form 5500 series, including all required schedules and financial statements with respect thereto).

(c) Each Benefit Plan intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to Sellers Knowledge, no event has occurred and no condition exists that would reasonably be expected to adversely affect the qualified status of such Benefit Plan or result in the revocation of such determination letter.

(d) Except as could not be reasonably expected to give rise to any material Liability to the Companies after the Closing, the Purchaser Parties or their Affiliates, with respect to each Pension Plan: (i) no liability to the PBGC has been incurred (other than for premiums not yet due); (ii) no notice of intent to terminate the plan has been filed with the PBGC or distributed to participants; (iii) no amendment terminating the plan has been adopted; (iv) no proceedings to terminate the plan have been instituted by the PBGC; (v) no event or condition has occurred which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, the plan; (vi) all applicable minimum funding requirements under Section 412 of the Code and Section 302 of ERISA have been met, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made; (vii) no lien has arisen under ERISA or the Code, or is likely to arise, on the assets of any Company or the Facilities; and (viii) there has been no cessation of operations at a Facility subject to Section 4062(e) of ERISA within the last seven (7) years and the Contemplated Transactions shall not result in any such cessation under Section 4062(e) of ERISA. No Pension Plan is a multiemployer plan, within the meaning of Section 3(37) of ERISA, or a multiple employer plan, as described in Section 413(c) of the Code or Sections 4063 or 4064 of ERISA. Within the immediately preceding six (6) years measured from the date of this Agreement and from the Closing Date, each Seller, each Company or any entity that is an ERISA Affiliate of any Company has not (or will not have) withdrawn from any Pension Plan that is a multiemployer plan (within the meaning of Section 3(37) of ERISA). The 15 EAST\164092225.33

consummation of the Contemplated Transactions will not result in a withdrawal from any Pension Plan that is a multiemployer plan (within the meaning of Section 3(37) of ERISA) and will not result in any withdrawal liability under ERISA to the Purchaser or its ERISA Affiliates (including any Company) on or following the Closing Date.

(e) Except as would not result in any material Liability to the Companies or to any of the Purchaser Parties or any of their Affiliates after the Closing, (i) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions, whether alone or together with any other event, will (A) entitle any Target Employee to severance pay or any other payment or benefit or (B) trigger any funding (through a grantor trust or otherwise), accelerate the time of payment, funding or vesting, or increase the amount of any compensation, severance or other benefits to any Target Employee or under any Benefit Plan, and (ii) neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will result in a change in ownership or control of Entergy under Section 280G of the Code.

(f) Except as set forth in Section 4.15(f) of the Sellers Disclosure Schedules, no Benefit Plan provides life insurance or medical benefits with respect to any Target Employee beyond his or her retirement or other termination of service, other than continuation coverage mandated by Section 4980B of the Code or Sections 601-608 of ERISA or applicable state Law.

(g) Except as set forth in Section 4.15(g) of the Sellers Disclosure Schedules, there are no pending or, to the Knowledge of Sellers, threatened in writing (i) claims (other than routine claims for benefits) or (ii) investigations or audits by a Governmental Authority against the Companies with respect to any Benefit Plan.

(h) None of Sellers, the Companies, or any ERISA Affiliate thereof has taken any action and, to the Knowledge of Sellers, no circumstances exist which may result in Purchaser or any ERISA Affiliate thereof (including the Companies) being a party to, or bound by, any Benefit Plan following the Closing. Following the Closing Date, none of Purchaser Parties, the Companies or any ERISA Affiliate thereof will have any Liability with respect to any Benefit Plan.

Notwithstanding any other provision of this Agreement, this Section 4.15 contains the exclusive representations and warranties of Sellers concerning employee benefits and ERISA matters.

Section 4.16 Material Agreements.

(a) Section 4.16(a) of the Sellers Disclosure Schedules sets forth a true and complete list of all of the IPEC Agreements to which any Company is a party, or by which the Facilities are bound. As used in this Agreement, the term IPEC Agreements means, together with the Material Licensed Intellectual Property and the Leases, the following:

(i) any agreement, contract or binding commitment that reasonably would be expected to require the payment of money or delivery of goods or services to, from or by any Company with or in an aggregate value or amount of more than 16 EAST\164092225.33

other than those that can be terminated on less than three (3) months prior written notice; (ii) any noncompetition contract or other contract that is related to the Facilities and purports to limit in any material respect either the type of business in which any Company may engage or the manner or geographic area in which it may so engage in any business, in each case, whether on an individual or aggregate basis; (iii) any partnership, joint venture, shareholders, limited liability company, voting or similar contract material to the Site; (iv) any standalone indemnification agreement entered into outside of the ordinary course of business in which any Company has an outstanding indemnification to any other Person; (v) any standalone confidentiality or non-disclosure agreement entered into outside of the ordinary course of business prohibiting the disclosure of confidential information provided to any Company; (vi) any notes, bonds or indentures for borrowed money involving amounts in excess of  ; and (vii) any agreement for the transportation, disposal, storage, recycling or the arrangement of such activities with respect to Hazardous Substances, Nuclear Materials or Mixed Substances.

(b) Except as set forth in Section 4.16(b)(i) of the Sellers Disclosure Schedules, each IPEC Agreement is valid, legal and binding on the applicable Company and in full force and effect and enforceable against such party, subject to the Bankruptcy and Equity Exception. No Company has, and to the Knowledge of Sellers, none of the other parties thereto has, violated in any material respect any provision of, or committed or failed to perform, any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a material default under the provisions of any IPEC Agreement, except for violations or defaults that would not be, individually or in the aggregate, material to the Companies after the Closing, and such Company has not received written notice of any of the foregoing. The consummation of the Contemplated Transactions will not require under any IPEC Agreement the Consent from any Person other than those listed in Section 4.16(b)(ii) of the Sellers Disclosure Schedules (the IPEC Agreement Consents), except for those Consents which would not be, individually or in the aggregate, material to the Companies after the Closing. No party to any of the IPEC Agreements has provided written notice of its intent to exercise any termination rights with respect thereto or, to the Knowledge of Sellers threatened in writing to cancel such relationship, other than in the ordinary course or for any such termination rights or cancellations that would not be, individually or in the aggregate, reasonably expected to be material to the Companies after the Closing. Except as set forth in Section 4.16(b)(iii) of the Sellers Disclosure Schedules, Sellers have made available to Purchaser a true and complete copy of each IPEC Agreement and any material amendments, modifications or supplements thereto.

17 EAST\164092225.33

(c) The one-time fee under the Standard Spent Fuel Disposal Contract for IP Unit 1 and IP Unit 2 has been indefeasibly paid in full.

(d) Notwithstanding any other provision of this Agreement, the Companies and Sellers make no representation or warranty that any volume discounts, price discounts or other special pricing or terms available prior to the Closing due to any Company being an Affiliate of Entergy under any IPEC Agreement will be available following the Closing.

Section 4.17 Legal Proceedings. Except (a) as set forth in Section 4.13, Section 4.14(a), Section 4.14(b), Section 4.14(c) and Section 4.17 of the Sellers Disclosure Schedules, or (b) arising out of related to the Contemplated Transactions that would not reasonably be expected to have, individually or in the aggregate, a Companies Material Adverse Effect, there is no suit, claim, action, arbitration, investigation of a Governmental Authority, alternative dispute resolution action or any other proceeding pending or, to the Knowledge of Sellers, threatened against the Companies with respect to the Facilities or otherwise that is or would reasonably be expected to, individually or in the aggregate, result in liability to any Company in excess of after the Closing. There is no unsatisfied material judgment, penalty, or award against the Companies or any of their assets or properties.

Section 4.18 NRC License.

(a) Each Company (together with ENOI) holds (i) its respective NRC License and (ii) the Permits applicable to the Facilities it owns and/or operates that are issued by the NRC. No Company has received any written notification by the NRC which remains unresolved that such Company or ENOI is in material violation of the NRC License, any such Permit or any order, rule, regulation or decision of the NRC with respect to the Facilities, except for violations which would not be, individually or in the aggregate, material to the Companies after the Closing. To the Knowledge of Sellers, each Company and ENOI is in material compliance with all Nuclear Laws and all orders, rules, regulations or decisions of the NRC applicable to it, except as set forth in Section 4.18(a) of the Sellers Disclosure Schedules.

(b) To the Knowledge of Sellers, the Facilities conform in all material respects to the technical specifications included in the NRC License in accordance with the requirements of 10 C.F.R. § 50.36 and each final safety analysis report, as updated, that is required to be maintained for each Facility in accordance with the requirements of 10 C.F.R.

§ 50.71(e), and are being operated in all material respects in conformance with all material applicable requirements under the Atomic Energy Act, the Energy Reorganization Act, and the rules, regulations, orders and licenses issued thereunder, except for nonconformances which would not be, individually or in the aggregate, material to the Companies after the Closing.

Notwithstanding any other provision of this Agreement, this Section 4.18 contains the exclusive representations and warranties of the Sellers concerning the NRC License and any Permits issued by the NRC.

18 EAST\164092225.33

Section 4.19 Tax Matters.

(a) All material Tax Returns which are required to be filed by each Seller Party or with respect to their assets and operations (taking into account all applicable extensions of time within which to file) have been timely filed and all such Tax Returns are true, correct and complete in all material respects.

(b) All material Taxes owed by each Seller Party or with respect to their assets and operations that are due and payable for periods ending before the Closing Date have been or will have been paid,

. No notice of deficiency, audit, or examination has been received in writing from any taxing authority with respect to any Liability for Taxes of any Seller Party,

, or with respect to their assets and operations.

(c) There are (and, as of immediately following the Closing, there will be) no liens on any of the assets of the Companies with respect to Taxes other than statutory liens for Taxes not yet due and payable.

(d) there are no outstanding agreements or waivers extending the applicable statutory periods of limitations for any Income Taxes associated with Sellers or with respect to their assets and operations for any period.

(e) each Company is, and has always been, a limited liability company organized under the laws of the State of Delaware and has elected to be treated as an association taxable as a corporation under Treas. Reg. § 301.7701-3.

(f) the Seller Parties are not members of an affiliated group of corporations filing a consolidated federal income tax return, and do not have any Liability for the Taxes of any other Person or taxpayer under Treas. Reg. § 1.1502-6 (or any similar provision of any other Law), as a transferee or successor, or otherwise.

(g) Notwithstanding any other provision of this Agreement, this Section 4.19, Section 4.15 as it relates to employee benefit plans and Section 4.20 as it relates to any IPEC Decommissioning Trust contain the exclusive representations and warranties of Sellers concerning Taxes.

Section 4.20 IPEC Decommissioning Trusts.

(a) Each IPEC Decommissioning Trust is a trust validly existing under the Laws of the Commonwealth of Pennsylvania that is authorized to and includes one or more of the following: a Qualified Decommissioning Fund or a Non-Qualified Decommissioning Fund as set forth on Section 4.20(a) of the Sellers Disclosure Schedules. With respect to all periods prior to the Closing, each Company maintained its Qualified Decommissioning Fund in accordance 19 EAST\164092225.33

with all terms and requirements of the applicable IPEC Decommissioning Trust Agreement, Code § 468A and the Treas. Reg. §§ 1.468A-1 through 1.468A-9.

(b) A copy of each IPEC Decommissioning Trust Agreement as in effect on the date of this Agreement has previously been made available to Purchaser.

(c)

(d)

(e) There is no legal proceeding pending against the Companies or ENOI or, to the Knowledge of Sellers, any trustee (in its capacity as such), including any proceeding alleging any acts of self-dealing as defined in Treas. Reg. Section 1.468A-5(b)(2), that would materially affect the financial position of any IPEC Decommissioning Trust.

(f) Each Qualified Decommissioning Fund is, and always has been, in compliance with Section 468A of the Code and the regulations promulgated thereunder. Each Qualified Decommissioning Fund is, and always has been, a Nuclear Decommissioning Reserve Fund within the meaning of Section 468A of the Code and Treas. Reg. Sections 1.468A-1 through 1.468A-9, and specifically Section 1.468A-5. Each Qualified Decommissioning Fund has filed or, as of the Closing Date, will have filed all material Tax Returns required to be filed (taking into account all applicable extensions of time within which to file) prior to the Closing Date with respect to all taxable periods ending prior to the Closing Date, including returns for estimated Income Tax.

no trustee of any IPEC Decommissioning Trust, nor Sellers have received a notice of deficiency or assessment from any taxing authority with respect to any IPEC Decommissioning Trust for any period during which its related Facility was owned by any Company which have not been fully paid or finally settled.

there are no outstanding agreements or waivers extending the applicable statutory periods of limitations for any Income Tax associated with any Qualified Decommissioning Fund for any period.

(g) For purposes of this Section 4.20, the representations and warranties of Sellers are qualified by the Knowledge of Sellers with respect to periods prior to the Companies 20 EAST\164092225.33

ownership of its Facility (or, with respect to the IP Unit 3 Decommissioning Trust #1, prior to the date ENOI became a successor to NYPA).

Section 4.21 Financial Statements.

(a)

(b)

Section 4.22 No Undisclosed Liabilities.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT Except as set forth in the Purchaser Disclosure Schedules, each of Purchaser and Parent, jointly and severally, represents and warrants to Sellers as follows:

Section 5.1 Organization; Qualification. Purchaser is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Parent is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Purchaser and Parent has all requisite entity power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Purchaser and Parent is duly qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any such failure to be so qualified or in good standing would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

21 EAST\164092225.33

Section 5.2 Authority. Each of Purchaser and Parent has all requisite entity power and authority to enter into and has taken all entity action necessary to execute and deliver this Agreement and each of the Transaction Documents to which it is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the Contemplated Transactions. This Agreement has been, and each of the Transaction Documents will be at the Closing, duly executed and delivered by Purchaser and Parent and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each of the Transaction Documents will constitute at the Closing, the valid, legal and binding obligation of Purchaser and Parent, as applicable, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section 5.3 No Violation; Consents and Approvals.

(a) Subject to obtaining or making the applicable Required Regulatory Approvals, neither the execution and delivery by each of Purchaser and Parent of this Agreement or any of the Transaction Documents to which it is a party nor the consummation by each of Purchaser and Parent of the Contemplated Transactions will: (i) conflict with or result in any breach or violation of any provision of the Organizational Documents of Purchaser or Parent; (ii) result in a default (or give rise to, or result in, any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, material license or agreement or other instrument or obligation to which Purchaser or Parent is a party or by which it may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite Consents have been, or will be prior to the Closing obtained, or which would not, individually or in the aggregate, reasonably be expected to be material; or (iii) constitute a violation of any Law or Governmental Order applicable to Purchaser or Parent, except in the case of clause (ii) or (iii) above for any such default or violation which would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(b) Subject to the receipt or satisfaction of the applicable Required Regulatory Approvals, no Consent or Filing with any Governmental Authority (or any regional transmission organization or independent system operator) is necessary for the execution and delivery by Purchaser and Parent of this Agreement or any of the Transaction Documents to which it is a party or the consummation by Purchaser and Parent of the Contemplated Transactions, other than such Consents and Filings that the failure to obtain or make would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.4 Available Funds.

(a) Purchaser and/or Parent have all funds necessary for payment of the Purchase Price and sufficient for the satisfaction of all of Purchasers and Parents obligations under this Agreement. Purchaser has delivered evidence to Sellers of the availability of sufficient funds.

(b) At Closing, Purchaser and/or Parent and its Affiliates will have sufficient resources, or other financial instruments (such as, at the discretion of Purchaser or Parent, a letter 22 EAST\164092225.33

of credit, support agreement, or surety bond) to provide such financial assurance as may be required by the NRC or other Governmental Authorities in addition to funds available in the IPEC Decommissioning Trusts, subject to the limitations in Section 6.4(j).

Section 5.5 Permits; Compliance with Applicable Laws. All Permits held by Purchaser and Parent are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Neither Purchaser nor Parent has received any written notification which remains unresolved that it is in violation of any of such Permits, or any Law applicable to its business, except for notifications of violations that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect. Each of Purchaser and Parent is in compliance with all Permits and Laws of any Governmental Authority applicable to it, except for violations which, to the Knowledge of Purchaser or Parent, as applicable, would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.6 Legal Proceedings.

(a) There is no claim, suit, action, proceeding or investigation of any nature pending or, to the Knowledge of Purchaser or Parent, threatened, against Purchaser, Parent or any Affiliate of Purchaser or Parent, challenging the validity or propriety of the Contemplated Transactions, which, if adversely determined, would have, either individually or in the aggregate, a Purchaser Material Adverse Effect.

(b) Since January 1, 2014 there have been no claims, suits, actions, proceedings or investigations of any nature, or to the Knowledge of Purchaser or Parent, threatened, against Purchaser, Parent, any Affiliate of Purchaser or Parent, or, to the Knowledge of Purchaser or Parent, any material contractor, sub-contractor or vendor of Purchaser, Parent or their respective Affiliates identified by Purchaser to Sellers, that would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(c) Except as would not have, individually or in the aggregate, a Purchaser Material Adverse Effect, since January 1, 2014, none of Parent, Purchaser, any affiliate of Parent or Purchaser, nor, to the Knowledge of Purchaser or Parent, any material contractor, sub-contractor or vendor of Parent, Purchaser or their respective Affiliates identified by Purchaser to Sellers or any director or employee of Parent, Purchaser or their respective Affiliates or any director or employee of any such contractor, sub-contractor or vendor, taken any action that would reasonably be expected to cause any such entity to be in violation of anti-corruption or sanction Laws.

Section 5.7 Solvency. Immediately after giving effect to the Contemplated Transactions, neither Purchaser nor Parent will (a) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (b) have unreasonably small capital with which to engage in its business nor (c) have incurred debts beyond its ability to pay as they become due.

23 EAST\164092225.33

Section 5.8 Purchaser Identity/Foreign Ownership. Purchaser and Parent conform to the restrictions on foreign ownership, control or domination contained in Sections 103d and 104d of the Atomic Energy Act, as applicable, and the NRCs regulations in 10 C.F.R. § 50.38.

Neither Purchaser nor Parent is currently owned, controlled, or dominated by a foreign entity and neither will become owned, controlled or dominated by a foreign entity before the Closing Date.

Section 5.9 Technological and Other Qualifications. Purchaser, Parent and/or Parents Affiliates are financially capable and qualified to undertake their obligations under this Agreement, subject to receipt of the Required Regulatory Approvals, they are licensed and equipped to do so. The consolidated financial statements of Parent and its subsidiaries as of and for the years ended December 31, 2016 and December 31, 2017 and the nine (9) months ended June 30, 2018 made available to Sellers are true and correct, and each of the consolidated balances sheets (including the notes thereto) included in the financial statements fairly presents in all material respects the consolidated financial position of Parent and its subsidiaries, and each of the consolidated statements of operations and comprehensive income, cash flows and changes in equity included in the financial statements (including in the notes thereto) fairly presents in all material respects the results of operations and comprehensive income, cash flows or changes in equity, as the case may be, of Parent and its subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (or, in the case of interim financial statements, subject to normal year-end adjustments, which are not expected to be material in effect or amount). To Purchaser and Parents Knowledge, all statements of experience and qualification of Purchaser and Parent made available to Sellers in connection with the negotiation, review and approval of the transactions contemplated by this Agreement and the other Transaction Documents are true and correct in all material respects. Purchaser has sufficient financial resources, when combined with the assets of each IPEC Decommissioning Trust, and sufficient expertise and technical know-how, to perform its Decommissioning obligations under this Agreement and in compliance with applicable Law.

Section 5.10 Brokers; Finders. No broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Purchaser or Parent.

Section 5.11 Investment Intent. Purchaser is acquiring the Equity Interests for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof in violation of federal or state securities Law. In acquiring the Equity Interests, Purchaser is not offering or selling, and will not offer or sell, for Sellers or otherwise in connection with any distribution of the Equity Interests, and Purchaser will not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Laws. Purchaser acknowledges that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Equity Interests. Purchaser understands that the Equity Interests have not been registered pursuant to the Securities Act or any applicable state securities Laws, that the Equity Interests will be characterized as restricted securities under federal securities Laws and that under such Laws and applicable regulations the Equity Interests cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

24 EAST\164092225.33

Section 5.12 Regulatory Status. Purchaser is neither (i) a holding company as such term is defined under the Public Utility Holding Company Act, nor (ii) a public utility as such term is defined under the Federal Power Act.

ARTICLE 6 COVENANTS OF THE PARTIES Section 6.1 Conduct of Business During the Interim Period.

(a) Purchaser Parties acknowledge and agree that during the Interim Period, the Companies and ENOI, as the licensed owner and operator of the Facilities, respectively, retain the exclusive responsibility for safe operation of the Facilities, and nothing in this Agreement shall in any way alter the licensed owners and operators duties or obligations under any Law (including any Required Operating Order) or the NRC License. Except as contemplated, required or permitted by this Agreement, during the period commencing on the date of this Agreement and terminating on the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Article 10 (such period, the Interim Period), Sellers and the Companies shall operate and maintain, or cause to be operated and maintained, in each case, the Facilities in all material respects in the ordinary course consistent with all Permits and approvals from Governmental Authorities and with Good Industry Practices and the present use and intended shutdown of the Facilities, it being understood that any actions deemed reasonably necessary in the use and maintenance of the Facilities in accordance with Good Industry Practices or required by Law or as may be reasonably necessary in response to any Required Operating Order shall be deemed to be in the ordinary course and shall be permitted under this Section 6.1(a). For the avoidance of doubt, no action taken by the Companies or Sellers with respect to any matter addressed by Section 6.1(b) or Section 6.1(c) will be deemed to be a breach of this Section 6.1(a) unless such action would constitute a breach of Section 6.1(b) or Section 6.1(c).

(b) Without limiting the generality of Section 6.1(a), during the Interim Period, Sellers, ENOI and the Companies shall, subject to the other requirements of this Article 6, (i) be entitled to exercise all of their rights as owners or operators of the Facilities in connection with suits, petitions or other proceedings related to the ownership or operation of the Facilities, including proceedings before any Governmental Authority; (ii) be entitled to take actions as required by Law or as may be reasonably necessary in response to any Required Operating Order or a Collective Bargaining Agreement or a collective bargaining obligation, including, with respect to any Collective Bargaining Agreement that is set to expire before the anticipated Closing Date, to negotiate in good faith and enter into a successor Collective Bargaining Agreement consistent with prior negotiations provided that such agreements do not result in a material delay to Decommissioning or a material increase in the cost of Decommissioning; (iii) be entitled to take such actions in response to a business emergency or other unforeseen operational matters; (iv) be entitled to take such actions as each deems necessary or appropriate, to cancel or terminate all Affiliate Agreements and to satisfy and discharge all indebtedness or other obligations to or from any of Sellers Affiliates; (v) determine which individuals shall be employed at IPEC and the Site (provided that, Sellers and the Companies shall make, and cause ENOI to make, Commercially Reasonable Efforts to 25 EAST\164092225.33

accommodate Purchasers preferences regarding staffing levels for the Staffing Phase 1 and Staffing Phase 2 organization and consult in good faith with Purchaser regarding staffing key positions in these organizations, but that Sellers, ENOI and the Companies shall retain final decision rights regarding individual employment decisions); provided, that, in determining such staffing levels, Sellers shall ensure that the Facilities, IPEC and the Site are adequately staffed (without over staffing) to satisfy applicable Laws or other regulatory requirements consistent with Good Industry Practice; and (vi) take any action otherwise contemplated, required or permitted by this Agreement. During the Interim Period, the Companies shall be entitled to amend, substitute or otherwise modify any IPEC Agreement or Lease (A) to the extent that it expires by its terms prior to the Closing Date or is terminable without Liability to the Companies on or after the Closing Date; (B) if the terms and conditions of such modified or substituted (including by way of replacement contracts) IPEC Agreement or Lease are no less favorable in the aggregate to the Companies than the original IPEC Agreement or Lease; (C) in order to enter into any new agreements in the ordinary course consistent with Good Industry Practices, the Companies present practices or any of the other provisions of this Section 6.1 or as may be necessary in response to any Required Operating Order; or (D) if such amendment, substitution, modification or novation is necessary to eliminate references to and participation of Sellers Affiliates other than the Companies or facilities owned or operated by Sellers Affiliates other than the Facilities. The Companies shall advise Purchaser of such amendments, substitutions, modifications, novations and new agreements to which any Company is a party, and shall update the applicable Section of the Sellers Disclosure Schedules pursuant and subject to Section 6.14; provided, notwithstanding the foregoing or Section 6.1(c)(v), Purchasers consent, which will not be unreasonably withheld, conditioned or delayed, will be required to modify the IPEC Agreements set forth in Section 6.1(b) of the Sellers Disclosure Schedules.

(c) Subject, in all cases, to the terms of Section 6.1(a) and Section 6.1(b), and except as contemplated, required or permitted by this Agreement, required by Law, or as set forth in Section 6.1(c) of the Sellers Disclosure Schedules, during the Interim Period, without the prior written consent of Purchaser, which consent will not be unreasonably withheld, conditioned or delayed, each Company shall not directly do any of the following, and shall not issue any Consent, or otherwise take any action, which permits such Company to do any of the following on such Companys behalf or otherwise:

(i)

(ii)

(iii) 26 EAST\164092225.33

(iv)

(v)

(vi)

(vii)

(viii) 27 EAST\164092225.33

(ix)

(x)

(xi)

(xii)

(xiii)

(d) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 6.1 shall be deemed to limit or otherwise restrict the Companies ability to declare and pay cash dividends to Sellers during the Interim Period. Purchaser and the Companies acknowledge and agree that Sellers retain the full right and benefit to any cash dividends with a record date on or prior to the Closing.

(e) 28 EAST\164092225.33

Section 6.2 Transition Advisory Committee; Observers; Information.

(a) The Parties shall establish, as soon as practicable after the date of this Agreement, a committee (the Transition Advisory Committee) consisting of four (4) persons, with two (2) persons designated by Sellers and two (2) persons designated by Purchaser, or such other number of persons as may be agreed to by the Parties. The Transition Advisory Committee shall remain in existence until the expiration of the Interim Period and shall oversee and manage the transition process through the Interim Period. Subject to applicable Laws, the Transition Advisory Committee will be kept apprised in a timely manner by the Companies of all the Facilities management and operating developments. The Transition Advisory Committee shall have regular access to the management of the Companies and ENOI to discuss the transition process. The Transition Advisory Committee shall have no authority to bind or make agreements on behalf of the Parties or to issue instructions to or direct or exercise authority over any Company or any of its Representatives or to waive or modify any provision of this Agreement. All activities of the Transition Advisory Committee shall cease no later than one hundred eighty (180) days after Closing or such other period as mutually agreed by the Parties.

(b) During the Interim Period, in the interest of cooperation between Sellers and Purchaser, to plan for and facilitate an orderly transition of ownership of the Companies from Sellers to Purchaser and to permit informed action by the Parties regarding their rights pursuant to this Agreement, the Parties agree that, at the sole responsibility and expense of Purchaser, and subject to compliance with all applicable NRC rules and regulations and other applicable Laws, the Companies will permit Purchasers designated Representatives (the Observers) to reasonably observe all operations of the Companies that relate to the Facilities, and such observation will be permitted on a cooperative basis in the presence of one or more individuals designated by Sellers. Notwithstanding anything in this Section 6.2(b) to the contrary, (i) the Observers may be excluded from access to any material, operations or meeting or portion thereof if Sellers determine that such exclusion is reasonably necessary to preserve the attorney-client privilege to protect confidential or proprietary information or for other similar reasons or to not supply Purchaser with any information that any Company is legally prohibited from supplying; (ii) the Observers and their actions shall not unreasonably interfere with the operation of the Facilities; and (iii) the number of Observers observing at any particular time and 29 EAST\164092225.33

the scheduling and duration of their observation shall be subject at all times to the approval of Sellers. The Purchaser Parties agree to indemnify and hold the Sellers harmless from any and all claims and Liabilities, including costs and expenses for Loss, injury to or death of any Representative of any Purchaser Party or any other Person, and for any Loss, damage to or destruction of any property owned by any Sellers or others (including claims or Liabilities for Loss of use of any property), in each case arising directly out of the Observer and other rights of the Purchaser Parties as exercised under this Section 6.2 or resulting from the action or inaction of any of the Representatives of any Purchaser Party during any visit to the Facilities prior to the Closing Date, whether pursuant to this Section 6.2 or otherwise, except (i) with respect to all claims and Liabilities arising out of or resulting from any nuclear incident or nuclear damage or (ii) to the extent caused by or resulting from the gross negligence, willful misconduct or violation of Law by the Sellers or their Representatives. During any visit to the Facilities, the Purchaser Parties shall, and shall cause their respective Representatives accessing such Facilities to, comply with all applicable Laws and all of the safety and security procedures of Sellers and conduct themselves in a manner that could not be reasonably expected to interfere with the Facilities.

Except as provided above, each of the Purchaser Parties and Seller Parties shall be responsible for their own incurred expenses for purposes of this Section 6.2(b).

(c) Between the date of this Agreement and the Closing, the Parties will negotiate in good faith the scope of the services to be provided under the Transition Services Agreement to be entered into at the Closing; provided, however, the terms of any services (i) shall be limited to no more than six (6) months after the Closing and (ii) shall be limited to those services necessary for each Company to comply immediately after the Closing with its obligations under the NRC License or other NRC requirements, unless as otherwise agreed to by the Parties in writing.

(d) During the Interim Period, Sellers will use Commercially Reasonable Efforts to support Purchasers efforts to obtain title policies covering the Owned Real Property, to the extent Sellers do not currently have such policies, to be effective on the Closing Date.

Such support will include property access, documentation, and other information requested by the title companies.

Section 6.3 Access to Information; Confidentiality.

(a) Subject to all applicable Laws, during the Interim Period, the Companies will use, or cause to be used, Commercially Reasonable Efforts to, during ordinary business hours, upon reasonable notice and subject to compliance with all applicable NRC rules and regulations and other applicable Laws and subject to approval in advance by Sellers or one or more individuals designated by Sellers (which approval shall not be unreasonably withheld, conditioned or delayed), (i) give Purchaser and Purchasers Representatives reasonable access to all IPEC Employees who are management personnel and all the Companies books, documents and records (excluding any related to Excluded Assets, Tax Returns, forecasts of the Companies Affiliates, or any other financial books and records that form part of the general ledger of Sellers or any of their Affiliates) and the Facilities; (ii) permit Purchaser to make such reasonable inspections thereof as Purchaser may reasonably request; (iii) furnish Purchaser with such financial and operating data and other information with respect to the Facilities in possession of the Companies as Purchaser may from time to time reasonably request; and (iv) furnish 30 EAST\164092225.33

Purchaser a copy of each material report, schedule or other document filed or received by the Companies since the date of this Agreement with respect to the Facilities with the NRC, the FERC, the FCC or any other Governmental Authority having jurisdiction over the Facilities; provided, however, that (A) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the Facilities; (B) Sellers and their Affiliates shall not be required to take any action which would constitute a waiver of the attorney-client privilege; (C) Sellers and their Affiliates need not supply Purchaser with any information that they are legally or contractually prohibited from supplying; provided, however, that Purchaser shall be entitled to require Sellers to use Commercially Reasonable Efforts to request a consent from the contractual counterparty to the extent such prohibitions exist; (D) Sellers and their Affiliates need not supply Purchaser with any information which they determine in good faith they are required to keep confidential by reason of contracts with Third Parties or is otherwise commercially sensitive to Sellers or their Affiliates; provided, however, that Sellers and their Affiliates shall use Commercially Reasonable Efforts to provide or communicate such information to Purchaser in a form that is not subject to such sensitivities; and (E) Sellers and their Affiliates need not supply Purchaser with forecasts that include information relating to Affiliates of the Companies. Notwithstanding anything in this Section 6.3(a) to the contrary, during the Interim Period, Purchaser may desire to conduct additional environmental sampling or testing at, in, on or underneath the Site; provided, that Purchaser acknowledges that Sellers have the final authority in allowing or disallowing such additional sampling; provided further, that Sellers agree to consider reasonable requests and facilitate any such sampling and testing without undue conditions or delay.

(b) The Parties acknowledge that all information furnished to or obtained by Purchaser or Purchasers Representatives pursuant to this Section 6.3 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Evaluation Material.

(c) During the Interim Period, without the prior written consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser and its Affiliates and their respective Affiliates and Representatives shall not contact or otherwise communicate with (x) any vendors, suppliers, employees or other contracting parties of the Companies or their Affiliates regarding such parties agreements or relationships with the Companies or their Affiliates regarding IPEC or the Contemplated Transactions or (y) any community groups or other stakeholders with respect to any aspect of the Companies, the Facilities or the Contemplated Transactions.

(d) Without limiting a receiving partys disclosure rights under the Confidentiality Agreement, upon Purchasers or the Companies (as the case may be) prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed),

and subject to Section 6.4, the Companies or Purchaser (as the case may be) may provide Evaluation Material or other confidential information of the other Party to the NRC, the FERC, the FCC or any other Governmental Authority having jurisdiction over the Facilities, as may be necessary to obtain or satisfy the Required Regulatory Approvals. The disclosing Party shall disclose only that portion of the Evaluation Material or confidential information required to be disclosed and shall seek confidential treatment for the Evaluation Material or confidential information provided to any such Governmental Authority and the disclosing Party shall notify the other Party as far in advance as practical of its intention to release to any Governmental 31 EAST\164092225.33

Authority any such Evaluation Material or confidential information and shall identify to the other Party the portion of the Evaluation Material or confidential information the disclosing Party intends to disclose.

Section 6.4 Efforts to Close; Third Party Consents; Regulatory Approvals.

(a) Subject to the terms and conditions of this Agreement, during the Interim Period, each of the Parties will use Commercially Reasonable Efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Contemplated Transactions pursuant to this Agreement and the Transaction Documents, including using Commercially Reasonable Efforts to (i) ensure satisfaction of the conditions precedent to each Partys obligations hereunder and thereunder as promptly as reasonably practicable, (ii) obtain all necessary Consents to consummate the Contemplated Transactions as required by the terms of any note, bond, mortgage, indenture, material license, material agreement or contract or other instrument or obligation to which Sellers, the Companies, Purchaser or an Affiliate of Purchaser is a party or by which any of them is bound and are required to consummate the Contemplated Transactions (provided that (A) Sellers and their Affiliates shall not be required to pay any amounts or incur any Liabilities to any Third Party (other than the costs, expenses and fees of Sellers Representatives) in connection with obtaining such Consents in clause (ii) above other than any such expenditures which do not exceed individually and in the aggregate and (B) Sellers and their Affiliates shall not be required to transfer non-transferable agreements, the Consent of which has not been obtained by Closing), and (iii) execute and deliver any additional instruments necessary to consummate the Contemplated Transactions.

(b) No Party will, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed, advocate or take any action which would reasonably be expected to prevent or materially impede, interfere with or delay the Contemplated Transactions.

(c) Without limiting Section 6.4(a), at a mutually agreed upon date after the date of this Agreement, Purchaser, Sellers and the Companies shall, and Sellers shall cause ENOI to, jointly prepare and file with the NRC an application requesting consent under Section 184 of the Atomic Energy Act for the transfer of control of each NRC License and the general license for each ISFSI to Purchaser and the transfer of ENOIs operating authority to Purchaser Operator, including the approval of any conforming license amendments or other related Consents (including those conforming amendments reflecting ENOIs removal as a co-licensee of the NRC License and Purchaser Operators assumption from ENOI of all rights, responsibilities and obligations previously held by ENOI under the NRC License) and any other Consents from the NRC (the NRC Application) as may be necessary for consummation of the Contemplated Transactions. In connection with preparing the NRC Application, the Purchaser Parties will provide such information with respect to the activities and qualifications of the Companies (after giving effect to the Closing) and Purchasers Affiliates from and after the Closing as may be necessary to obtain the NRCs consent, including (i) Decommissioning cost estimates, cash flow analyses and other financial assurances and instruments necessary to demonstrate financial qualifications, including the adequacy of and ability to adjust funding for 32 EAST\164092225.33

Decommissioning, using one or more of the methods identified in 10 C.F.R. § 50.75(e)(1),

(ii) organizational information necessary to demonstrate technical qualifications and the absence or mitigation of foreign ownership, control or influence, and (iii) information on its planned Decommissioning activities and schedules. In fulfilling their respective obligations, Sellers, Purchaser and the Companies shall, and Sellers shall cause ENOI to, use Commercially Reasonable Efforts to effect any such Filing as soon as reasonably practicable as agreed to by the Parties.

(d) At least thirty (30) Business Days prior to the estimated Closing Date, Sellers and Purchaser shall jointly prepare and file with the FCC, an application for approval to transfer any licenses required by the FCC with respect to the Companies from Sellers to Purchaser. In fulfilling their respective obligations set forth in this Section 6.4(d), Sellers and Purchaser shall use Commercially Reasonable Efforts to effect any such Filing with the FCC as promptly as thereafter practicable, unless the Parties agree otherwise.

(e) Without limiting Section 6.4(a), at a mutually agreed upon date after the date of this Agreement, Purchaser and Sellers will make all necessary filings with the NYPSC, if any, necessary to make effective the Contemplated Transactions.

(f) Sellers and Purchaser shall cooperate with each other, as promptly as practicable after the date of this Agreement, to: (i) prepare and make with any Governmental Authority having jurisdiction over Sellers, the Companies, ENOI, Purchaser, any Affiliate of Purchaser or the Facilities, all necessary Filings required to be made with respect to the Contemplated Transactions, including all of the Required Regulatory Approvals and the State Agreement; (ii) use Commercially Reasonable Efforts to obtain the transfer, issuance, extension, renewal, reissuance, modification or amendment to the extent necessary of all applicable Permits, Environmental Permits, the NRC License, and Consents of Governmental Authorities (or any regional transmission organization or independent system operator) (including (x) those approvals necessary to enable Purchaser and the Companies to implement Purchasers post-Closing Decommissioning and Spent Nuclear Fuel management plans; and (y) the Permits, Environmental Permits, and Consents listed on Section 4.5, Section 4.13(a), Section 4.13(g), and Section 6.4(f) of the Sellers Disclosure Schedules), including as needed for Decommissioning activities post-Closing (e.g., the barge slip at the Facilities); and (iii) use Commercially Reasonable Efforts to obtain all necessary Permits, Environmental Permits, and Consents of, and actions or nonactions by, any Governmental Authority. Sellers and Purchaser shall jointly determine and implement the overall strategy for obtaining the Required Regulatory Approvals and State Agreement, and if Sellers and Purchaser disagree as to the overall strategy for obtaining the Required Regulatory Approvals or State Agreement, Sellers and Purchaser shall cause the members of their respective senior management to negotiate in good faith a mutually acceptable strategy; provided, however, with respect to the Required Regulatory Approvals, in the event that Sellers and Purchaser are unable to reach a mutually acceptable strategy and continue to disagree regarding the determination or implementation of such strategy, Sellers shall have the right to determine and implement a mutually beneficial strategy in its reasonable discretion; provided, that, and without limiting Purchasers other obligations under this Section 6.4, Purchasers consent (such consent not to be unreasonably withheld, delayed or conditioned) shall be required for Sellers to commit Purchaser to any Regulatory Commitment beyond the Initial Regulatory Commitments in the initial regulatory Filings. With respect to the State 33 EAST\164092225.33

Agreement, in the event that Sellers and Purchaser are unable to reach a mutually acceptable strategy and continue to disagree following negotiation among senior management, Purchaser shall have the right to determine and implement a mutually beneficial strategy (provided, however, that, Purchaser shall have no right to commit Seller to any Regulatory Commitment under the State Agreement without Sellers consent which may be withheld for any reason).

Without reducing either Partys obligations under this Section 6.4(f), if within one (1) year of the date of this Agreement, the Parties have received reasonable indication from the relevant Government Authorities or regulatory processes that an enforceable and binding State Agreement cannot be obtained, Purchaser agrees to negotiate in good faith to consider alternative forms of commitments from the state. Sellers and Purchaser shall have the right to review in advance all Filings and Consents contemplated under this Section 6.4(f), (including any Filing or Consent made by Sellers or the Companies that may affect Purchasers Decommissioning activities after Closing) including all characterizations of the information relating to the Contemplated Transactions which appear in any Filing or Consent requests made in connection with the Contemplated Transactions, and the filing or requesting Party shall consider in good faith any revisions reasonably requested by the other Parties prior to submission of such Filing or Consent.

(g) In connection with all Filings and other actions contemplated under this Section 6.4, the Parties shall, subject to any applicable limitations under Law: (i) use Commercially Reasonable Efforts to respond promptly to any request for additional information made by any Governmental Authority; (ii) use Commercially Reasonable Efforts to promptly notify the other Parties of, and if in writing, furnish the other Party with copies of (or, in the case of material oral communications, advise the other Parties orally of) any communications from or with any Governmental Authority in connection with any of the Contemplated Transactions; (iii) notify the other Party in advance of any meeting with any Governmental Authority in connection with any of the Contemplated Transactions and, to the extent permitted by such Governmental Authority, give the other Parties the opportunity to attend such meetings when appropriate; (iv) furnish the other Parties with copies of all correspondence, Filings and communications (and memoranda setting forth the substance thereof) between it and any Governmental Authority with respect to any of the Contemplated Transactions, and to the extent reasonably practicable, permit the other Party or its counsel to review in advance any proposed written communication by such Party to any Governmental Authority in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the Required Regulatory Approvals and State Agreement; (v) use Commercially Reasonable Efforts to furnish the other Parties with such necessary information and reasonable assistance as may be reasonably necessary in connection with the preparation of necessary Filings or submission of information to any Governmental Authority and consistent with appropriate confidentiality safeguards; (vi) use Commercially Reasonable Efforts to participate in any hearings, settlement proceedings or other proceedings ordered with respect to such Filings and arrange for Representatives of the other Party to participate to the extent reasonably practicable in any communications, meetings or other contacts with any Governmental Authority; and (vii) use Commercially Reasonable Efforts to cause the Required Regulatory Approvals, State Agreement, and all other regulatory Consents to be obtained at the earliest possible date after the date of such Filings. Notwithstanding the foregoing sentence, Sellers may participate in pending proceedings, or proceedings in the ordinary course, that are not directly related to the 34 EAST\164092225.33

Contemplated Transactions without the involvement of Purchaser, unless both Parties agree otherwise. In addition, with respect to obtaining the Required Regulatory Approvals and State Agreement, each Party shall, subject to any applicable limitations under Law: (w) dedicate appropriate resources to obtaining such approvals, (x) respond promptly and completely to material requests of any Governmental Authority, (y) participate in and comply with all material procedural and disclosure obligations in proceedings of any Governmental Authorities, and (z) provide such additional information related to each Partys activities and qualifications as may be required. No Party will, without the prior written consent of the other Party, advocate or take any action which would prevent or materially impede, interfere with or delay the Contemplated Transactions or which could cause, or contribute to causing, another Party to receive less favorable regulatory treatment than that sought by such other Party.

(h) Each of Sellers and Purchaser shall (i) give the other Party prompt notice of the commencement or threat of commencement of any Action by or before any Governmental Authority with respect to the Contemplated Transactions, (ii) keep the other Party informed as to the status of any such Action or threat and (iii) reasonably cooperate in all respects with each other and shall use Commercially Reasonable Efforts to contest and resist any such Action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Contemplated Transactions; provided, however, that this clause (iii) shall not apply to any Required Operating Order. In connection with the Required Regulatory Approvals and State Agreement, no Purchaser Party shall settle any Action that would bind any Seller or would be adverse to the interests of Sellers or their Affiliates or enter into any consent or order that would bind any Seller or would be adverse to the interests of Sellers or their Affiliates without the consent of Sellers, such consent not to be unreasonably withheld, conditioned or delayed. In connection with the Required Regulatory Approvals and State Agreement, no Seller shall settle any Action that would bind any Purchaser Party or, after the Closing, the Companies, or would be adverse to the interests of Purchaser or its Affiliates without the consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.

(i) Notwithstanding anything to the contrary in this Agreement, including with respect to the matters contemplated by this Section 6.4, no Seller nor any of such Sellers Affiliates, including the Companies, shall be required to agree to, consent to or accept any term or condition to, or take any action in connection with, obtaining any of the Required Regulatory Approvals or State Agreement (each a Regulatory Commitment) if such Regulatory Commitment, (i) individually or together with all other Regulatory Commitments, would be material in an adverse manner to Sellers or any of their Affiliates or (ii) would impose any Liability or obligation on any Seller or any of such Sellers Affiliate or its respective businesses after the Closing (either (i) or (ii), a Sellers Burdensome Condition); provided, however, any Regulatory Commitments of Sellers or Sellers Affiliates included in the initial regulatory Filings shall not be taken into account in determining a Sellers Burdensome Condition.

(j) Notwithstanding anything to the contrary in this Agreement, including with respect to the matters contemplated by this Section 6.4, neither Purchaser nor any of its Affiliates, including, after the consummation of the Contemplated Transactions, the Companies, shall be required to agree to, consent to, accept or take any Regulatory Commitment if such 35 EAST\164092225.33

Regulatory Commitment, individually or together with all other Regulatory Commitments, would materially and adversely affect the economic and business benefits of the Contemplated Transaction to Parent and Purchaser, such adverse effects to be compared against the Initial Regulatory Commitments and the other Regulatory Commitments Purchaser agrees to include in the initial regulatory Filings (a Purchaser Burdensome Condition); provided, however, that the Regulatory Commitments Purchaser agrees to include in the initial regulatory Filings and consistent with the Initial Regulatory Commitments shall not be deemed to constitute and shall not be taken into account in determining a Purchaser Burdensome Condition.

(k) Sellers and Purchaser shall each be responsible for of the fees, costs and expenses set forth on Section 6.4(k) of the Sellers Disclosure Schedules.

Except as provided in Section 6.29, all other costs associated with obtaining any Required Regulatory Approvals and State Agreement contemplated by this Section 6.4, including the cost of legal, technical, governmental, regulatory, and financial consultants, shall be borne by the Party incurring such costs and expenses.

(l) Purchaser may retain, at its sole cost, any governmental and public relations advisors in connection with the Required Regulatory Approvals and State Agreement.

(m) (i) Sellers and Purchaser agree that the NRC Application and the filings with the NYPSC shall contain the commitments and agreements of the Parties as set forth on Section 6.4(m) of the Purchaser Disclosure Schedules (the Initial Regulatory Commitments) and, subject to the terms and conditions of this Section 6.4, such other commitments and agreements mutually agreed to in writing by the Parties and (ii) Purchaser and Parent shall commit or agree to take, or accept, effective as of the Closing, the actions and conditions set forth in the Initial Regulatory Commitments and shall agree to, consent to, or accept any other condition to, and take any other action in connection with, obtaining any of the Required Regulatory Approvals, subject to the limitations in Section 6.4(j).

(n) During the Interim Period, Purchaser shall not, and neither Parent nor any Subsidiary of Parent shall, without the consent of Sellers (which consent shall not be unreasonably withheld) (i) enter into, agree, or consummate any Change of Control Transaction, or (ii) enter into, agree or consummate any transaction (including by merger, consolidation, purchase or sale of securities, businesses or assets, investments, or similar business combination transaction) that would reasonably be expected to prevent, impede or materially delay the consummation of the Closing and the Contemplated Transactions.

(o) In connection with the Contemplated Transactions (including efforts to obtain, extend, or amend regulatory approvals related to Purchasers plan post-Closing for Decommissioning and post-shutdown operation of the Site and Facilities), during the Interim Period the Companies, ENOI, and Sellers shall not agree or consent to any modification of any material Permit or Environmental Permit or enter into any MOU that is materially adverse to the Companies after Closing taking into account Purchasers Decommissioning plan and efforts to obtain a State Agreement, without the consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that this Section 6.4(o) shall not apply to any actions taken with respect to any Required Regulatory Approval.

36 EAST\164092225.33

Section 6.5 Public Statements; Communications.

(a) During the Interim Period, none of the Parties shall issue any press releases or otherwise make public announcements with respect to the Contemplated Transactions without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed) and shall consult with the other Parties and allow a reasonable opportunity to comment prior to, making any such release or announcement, except (i) as may be required by applicable Law or by obligations pursuant to any listing agreement with or applicable rules of any national securities exchange or by the request of any Governmental Authority or (ii) as is consistent with previous press releases or public announcements made jointly by the Parties. The restrictions in this Section 6.5 shall not apply to any Seller in connection with (x) any press releases or public announcements as a result of or in response to any Required Operating Order and (y) any communication to any employee of Sellers or their Affiliates.

(b) After the execution of this Agreement, the Parties will execute and cooperate with respect to the communication plan agreed to by the Parties and each of Sellers and the Purchaser Parties will cooperate with each other with respect to such communication plan; provided, however, that Sellers shall have overall responsibility for executing and directing such communication plan.

Section 6.6 37 EAST\164092225.33

Section 6.7 Notification of Significant Changes. During the Interim Period, the Purchaser Parties, on the one hand, and Sellers, on the other hand, shall each promptly, but in any event within ten (10) days, notify the other in writing of the occurrence or discovery of any change or event, described in reasonable detail, that would constitute a material breach of any representation, warranty, covenant or agreement of the advising or other Party under this Agreement such that the Closing conditions in Article 8 hereof would not be satisfied. All such updated notices shall be delivered to the other Party in writing. Except as provided for in Section 6.14(a) with respect to any Schedule Update by Sellers, (a) if the Party in potential breach (the First Party) advises the other Party (the Second Party) of any such matter with respect to the First Party, within ten (10) days thereof the First Party may give written notice of its intent to cure such matter and shall thereafter have sixty (60) days to so cure; provided, however, that if the First Party does not give such notice or fails to cure within such period, then the Second Party shall have the right to terminate this Agreement by written notice within forty-five (45) days following such period in accordance with and subject to the provisions of Section 10.1(e) or Section 10.1(f), as the case may be; and (b) if the Second Party advises the First Party of any such matter with respect to the First Party, within ten (10) days the First Party may give written notice of its intent to cure such matter and shall thereafter have sixty (60) days to so cure; provided, however, that if the First Party does not give such notice or fails to cure within such period, then the Second Party shall have the right to terminate this Agreement by written notice within forty-five (45) days following such period in accordance with and subject to the provisions of Section 10.1(e) or Section 10.1(f), as the case may be. If a Party fails to exercise its termination right within the time specified under this Section 6.7, such Party will be deemed to have irrevocably and forever waived any termination right or any right to assert the failure to satisfy any conditions to the Closing arising out of such breach of this Agreement.

Section 6.8 Decommissioning Trust Agreements; Decommissioning Trusts.

(a) 38 EAST\164092225.33

(b)

(c) During the Interim Period, the Companies shall not (and, prior to the transactions contemplated by Section 6.23(a), ENOI shall not) amend any IPEC Decommissioning Trust Agreement except as consented to by Purchaser, in its reasonable discretion, or except as required by Law, the NRC, or any other applicable Governmental Authority or in connection with the transactions contemplated by Section 6.23(a).

Notwithstanding the generality of the foregoing, to the extent any Company (or, prior to the transactions contemplated by Section 6.23(a), ENOI) should desire to amend any IPEC Decommissioning Trust Agreement, such Company shall consult with Purchaser, and Purchaser shall have the right to participate in discussions and negotiations related thereto. Each Party shall keep the other Parties apprised of the status of and developments relating to any amendments to any IPEC Decommissioning Trust Agreement as well as all communications with Third Parties relating thereto, including Governmental Authorities.

(d) 39 EAST\164092225.33

(e) During the Interim Period, the Companies may seek to obtain from the NRC a commingled fund exemption to permit the withdraw of Fund Assets for SNF Management Expenses.

(f) Notwithstanding anything to the contrary in this Agreement, in no event shall Sellers or the Companies be required or obligated to make any actual or deemed contributions (in cash or otherwise) to any IPEC Decommissioning Trust.

Section 6.9 Expenses. Except to the extent specifically provided in this Agreement, including Section 6.4(k), Section 6.6, Section 6.22, Section 6.29, and Section 7.3 whether or not the Contemplated Transactions are consummated, all costs and expenses incurred in connection with this Agreement and the Contemplated Transactions, including the cost of legal, technical and financial consultants, shall be borne by the Party incurring such costs and expenses; it being understood and agreed that (i) the costs and expenses of Sellers in connection with preparing, negotiating and executing this Agreement and the Contemplated Transactions shall be borne by Sellers and not the Companies and (ii) all costs of the Companies associated with consummating any internal restructuring or change in corporate form as permitted in Section 1.4 and Section 6.1(e) shall be borne by Sellers.

Section 6.10 Termination of Affiliate and Other Agreements; Modification of Certain Agreements; Assignment; Financial Obligations; Multi-Party Contracts.

(a) Effective immediately prior to the Closing, all agreements between the Companies and their Affiliates (other than those agreements involving a Third Party or any agreement that is a Transaction Document or any agreement solely between the Companies),

except for those set forth in Section 6.10(a) of the Sellers Disclosure Schedules (Affiliate Agreements), shall terminate with respect to the Companies without any further action or liability on the part of the Companies or the Parties thereto. Each party to such Affiliate Agreements shall execute and deliver at Closing a release effective as of the Closing with respect to all Liabilities under each such Affiliate Agreement.

(b) Prior to the Closing, all intercompany (between Sellers or any of their Affiliates (other than the Companies) on one hand, and the Companies, on the other hand) payables and all intercompany receivables shall be eliminated and shall be zero as of the Closing Date other than any such payables and receivables included in the determination of the Net Adjustment Amount as reflected in the Net Liabilities Adjustment Schedule.

(c) At or prior to the Closing, Purchaser and Sellers shall, with respect to all guaranties, financial assurances and performance assurances provided by Affiliates of Entergy and in effect at the Closing with respect to the Companies or the Facilities (the Entergy Affiliate Guarantees), either (i) obtain a full and unconditional release, novation, termination, return or 40 EAST\164092225.33

discharge of all of the obligations of Sellers and their Affiliates (other than the Companies) under the Entergy Affiliate Guarantees, in a form reasonably satisfactory to Sellers or (ii) if Purchaser and Sellers are unable to obtain the applicable regulatory or other approvals to release, novate, terminate, return or discharge the Entergy Affiliate Guarantees, obtain substitute guaranties, letters of credit or other credit support as are necessary to secure such release, novation, termination, return or discharge, effective as of the Closing, so that Purchaser or some other acceptable party is substituted in place of Sellers and their Affiliates (other than the Companies),

as appropriate, with respect to all of the obligations of Sellers and their Affiliates (other than the Companies) under the Entergy Affiliate Guarantees such that Sellers and their Affiliates (other than the Companies) may terminate the Entergy Affiliate Guarantees upon notice, without further obligation to or by Sellers and their Affiliates (other than the Companies); provided that Sellers and their Affiliates shall not be required to pay any consideration or make any post-Closing commitments with respect to (i) and (ii), unless with respect to payment of consideration only, Purchaser commits in writing to promptly reimburse Sellers for such payment.

Section 6.10(c) of the Sellers Disclosure Schedules sets forth the Entergy Affiliate Guarantees in effect on the date of this Agreement. Purchaser acknowledges and agrees that the Entergy Affiliate Guarantees may be amended or otherwise modified by Sellers during the Interim Period otherwise in compliance with this Agreement and that additional Entergy Affiliate Guarantees may be provided by Affiliates of the Companies in connection with the ownership or operation of the Companies or the Facilities and that Sellers shall supplement Section 6.10(c) of the Sellers Disclosure Schedules from time to time prior to the Closing to reflect the same. In the event that any Entergy Affiliate Guarantee remains outstanding after the Closing (including in the event that Sellers elect to waive the Closing condition in Section 8.3(e)), Purchaser shall defend, indemnify and hold harmless Sellers and their Affiliates (other than the Companies) and their respective representatives from and against any and all losses, liabilities, damages, obligations, payments, costs, Taxes and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys fees and reasonable disbursements in connection therewith) incurred by Sellers or any of their Affiliates or their respective representatives arising out of or relating to the Entergy Affiliate Guarantees from and after the Closing.

(d) At or prior to the Closing, Purchaser shall replace and use Commercially Reasonable Efforts to obtain a release effective as of the Closing of Entergy and its Affiliates (other than the Companies), with respect to all obligations arising under the IPEC Agreements, NRC License, and settlement agreements, MOUs and similar agreements with Governmental Authorities set forth in Section 6.10(d) of the Sellers Disclosure Schedules.

(e) At least twenty (20) Business Days prior to the Closing Date, Sellers shall deliver to Purchaser a list in writing of the Multi-Party Contracts that Sellers or its relevant Seller Affiliate will retain at the Closing (the Excluded Multi-Party Contracts) as set out in Section 6.10(e) of the Sellers Disclosure Schedules. Subject to this Section 6.10(e), at the Closing, Purchaser and the Companies will assume all Multi-Party Contracts that are not Excluded Multi-Party Contracts (the Included Multi-Party Contracts). Prior to the Closing and until such time as the following amendments are obtained, Sellers shall, and shall cause their Affiliates to, use Commercially Reasonable Efforts to take such actions as may be reasonably necessary to amend the Excluded Multi-Party Contracts to remove the Companies as parties thereto, and to sever, modify and assign to the Companies effective (or retroactive) upon the 41 EAST\164092225.33

Closing the rights and obligations of Sellers or any of their Affiliates under such Multi-Party Contract. Prior to the Closing and until such time as the following amendments are obtained, the Companies shall, and shall cause their Affiliates to, use Commercially Reasonable Efforts to amend the Included Multi-Party Contracts to remove the relevant Seller Affiliate as a party thereto, and to sever, modify and assign to the relevant Seller Affiliate effective (or retroactive) upon the Closing the rights and obligations of such Seller Affiliate under such Included Multi-Party Contract. In the event the counterparties to any Multi-Party Contract do not consent or agree to such amendment, severance, modification and assignment or termination at or prior to the Closing, from all times after the Closing (i) each Company and the Seller Affiliates that are a party to such Multi-Party Contract shall continue to perform and discharge their respective obligations under such Multi-Party Contract and (ii) (A), in the case of an Included Multi-Party Contract, without the prior consent of the Companies (such consent not to be unreasonably withheld, delayed or conditioned), the relevant Seller Affiliate shall take no action (or fail to take any action) under, or in connection with, such Included Multi-Party Contract if such action (or failure to take any action) would reasonably be expected to result in any costs, expenses, other Liability to, or additional obligation of, the Companies and (B), in the case of an Excluded Multi-Party Contract, without the prior consent of Sellers (such consent not to be unreasonably withheld, delayed or conditioned), the Companies shall take no action (or fail to take any action) under, or in connection with, such Excluded Multi-Party Contract if such action (or failure to take any action) would reasonably be expected to result in any material costs, expenses, other Liability to, or additional obligation of, Sellers or any of their Affiliates under such Multi-Party Contract; provided, however, that in the event that the counter-parties to any such Excluded Multi-Party Contract do not consent or agree to remove the Companies as parties thereto prior to the Closing, (x) from and after the Closing, or the completion or delivery of any such goods or services, as applicable, the Companies shall not be entitled to any further benefit under such Excluded Multi-Party Contract (other than to enforce any rights of the Companies arising under such Excluded Multi-Party Contract for events, facts, or circumstances occurring prior to the Closing or the completion or delivery of such goods or services), and (y) the Companies shall continue to perform and discharge their obligations under such Excluded Multi-Party Contract until such obligations are fulfilled (except to the extent such payments are subject to or result from the payments and adjustments set forth in Section 6.21 or Section 6.22); provided, the Companys payment obligations, from and after the Closing, shall be limited to the extent of the equipment, goods, or services received by such Company from and after the Closing; provided further, to the extent any Company is required to provide any equipment, goods, or services in connection with an Excluded Multi-Party Contract for the benefit of a Seller Affiliate, such Company will be compensated by such Seller Affiliates under the payment terms of the contract or at the fair market value of the equipment, goods, or services, whichever is greater (except to the extent such payments are subject to or result from the payments and adjustments set forth in Section 6.21 or Section 6.22). Purchaser shall, and shall cause its Affiliates to, cooperate with Sellers with respect to obtaining any of the amendments contemplated by this Section 6.10(e).

For the avoidance of doubt, the limitation in the proviso in Section 6.4(a) shall apply to Sellers and its Affiliates obligations under this Section 6.10(e).

(f) In the event that any Entergy Affiliate Guarantee remains outstanding after the Closing (including in the event that Sellers elect to waive Section 8.3(e)), Purchaser shall continue to use Commercially Reasonable Efforts from and after the Closing to (i) obtain a full and unconditional release, novation, termination, return or discharge of all of the obligations of 42 EAST\164092225.33

Sellers and their Affiliates (other than the Companies) under the Entergy Affiliate Guarantees, in a form reasonably satisfactory to Sellers or (ii) obtain substitute guaranties, letters of credit or other credit support as are necessary to secure such release, novation, termination, return or discharge; and (iii) Purchaser shall not permit the Companies to (A) renew or extend the term of, (B) increase the obligations under or (C) transfer to a Third Party, any loan, lease, contract or other obligation for which Sellers or any of their Affiliates (other than the Companies) are or would be liable under the Entergy Affiliate Guarantees. To the extent that Sellers or any of their Affiliates (other than the Companies) have performance obligations under the Entergy Affiliate Guarantees, Purchaser shall (1) perform such obligations on behalf of Sellers or such Affiliates or (2) otherwise take such action as reasonably requested by Sellers so as to put Sellers or such Affiliates in the same position as if Purchaser, and not Sellers or such Affiliates, had performed or was performing such obligations.

(g)

(h)

Section 6.11 Indemnification of Directors and Officers.

(a) 43 EAST\164092225.33

(b)

(c)

(d)

Section 6.12 Change of Name; Use of Names.

(a) Within fifteen (15) days after the Closing Date, Purchaser shall cause each Company to change its legal name to remove the word Entergy, and within forty-five (45) days after the Closing Date, Purchaser shall cause each Company to change any other reference or indicia associated with Entergy and any confusingly similar variations, derivations or abbreviations of the foregoing, except where the reference or indicia is not readily visible to the public, or where doing so on a physical structure would be commercially impracticable and that physical structure is to be removed during Decommissioning.

(b) From and after the Closing, Purchaser shall not, and shall cause its Affiliates not to, use the words Entergy, any Service Mark, any other reference or indicia associated with Entergy and any confusingly similar variations, derivations or abbreviations of any of the word Entergy.

44 EAST\164092225.33

Section 6.13 Excluded Assets.

(a) Purchaser acknowledges and agrees that from and after the Closing, neither Purchaser nor the Companies shall have any right, title or interest in the assets listed in Section 6.13(a) of the Sellers Disclosure Schedules or any other asset expressly retained by Sellers or their Affiliates under this Agreement (the Excluded Assets). At or prior to the Closing, each Company shall cause any Excluded Assets owned, held or used by the Companies to be conveyed, assigned or otherwise transferred as directed by Sellers without any representation, warranty or further liability or obligation. Without limiting the foregoing, with respect to the Excluded Assets designated as Excess Inventory in Section 6.13(a) of the Sellers Disclosure Schedules, such Excluded Assets shall be removed from the Facilities (at Sellers cost) no later than ninety (90) days after the Closing and each of each Company and Purchaser shall use Commercially Reasonable Efforts to cooperate with Sellers with respect to removing such Excluded Assets.

(b) Without limiting the generality of Section 6.13(a), Sellers shall have the right to sell, dispose or otherwise transfer any or all of the Excluded Assets without the consent of Purchaser and without any adjustment to the Purchase Price.

Section 6.14 Supplement to Disclosure Schedules.

(a) Sellers shall have the right, during the Interim Period, by written notice to Purchaser, to supplement, modify or amend the Schedules, with respect to any fact, circumstance, development, event or occurrence arising or discovered after the date of this Agreement (a Post-Signing Event) or, if relating to matters arising or discovered on or before the date of this Agreement, discovered after the date of this Agreement (a Pre-Signing Event) which, in either case, if existing or known on or prior to the date of this Agreement would have been required to be set forth or described in such Sellers Disclosure Schedules or Purchaser Disclosure Schedule, as the case may be (each, a Schedule Update); provided, however, that Sellers shall deliver to Purchaser at least thirty (30) Business Days prior to the then expected Closing Date a Schedule Update, reflecting any such fact, circumstance, development, event or occurrence, arising or discovered prior to such date, and from thereafter until the Closing, shall promptly provide any additional Schedule Update upon discovering any such fact, circumstance, development, event or occurrence. Subject to the rights of Purchaser under Section 6.14(b), such Schedule Update shall be deemed to be automatically incorporated into the Schedules and shall be deemed to cure any breach of the applicable representation and/or warranty (for purposes of the conditions to Closing in Section 8.2(a) and Section 8.2(b) except as set forth in Section 6.14(b)). For the avoidance of doubt, any Schedule Update that reflects any fact, circumstance, development, event or occurrence resulting from any actions permitted by or taken in accordance with (b) 45 EAST\164092225.33

(i)

(ii)

(iii)

(iv)

(c)

Section 6.15 IT; Software Matters; Books and Records.

(a) From and after the Closing, the Companies and their Affiliates shall have no right to use, and Sellers shall have removed In-house Software, Fleet-wide Software, Third-party Software licensed through agreements that, by their terms, do not affirmatively allow Purchaser or the Companies or their Affiliates to use it following the Closing, and Service 46 EAST\164092225.33

Marks. From and after the Closing, Purchaser shall obtain, or shall have obtained, at its sole cost and expense, any and all IT, software, related system and maintenance consents, and Intellectual Property, provided that Sellers shall execute reasonable consents in connection with transferring such items to Purchaser. Further, if Sellers are unable to locate the Third-party Software licenses, then Purchaser shall have no right to use, and shall remove, such applicable Third-party Software. Sellers shall work in good-faith with Purchaser during the Interim Period to facilitate the establishment of technological systems sufficient to meet any regulatory safety and security requirements and for operational needs. Sellers will provide a list of recommended IT software applications for Staffing Phase 1 and Staffing Phase 2, it being understood that Sellers make no representation or warranty with respect to the accuracy of such recommendations, together with a good faith description of how each application is used at each respective site and will work with Purchaser in good faith during the Interim Period to support Purchasers IT transition plan (the IT Transition Plan). Purchaser shall promptly reimburse Sellers and their Affiliates for any reasonable out-of-pocket expenses and costs incurred in connection with the foregoing.

Purchaser shall provide dedicated, qualified IT resources responsible for developing the IT Transition Plan.

(b) At or prior to the Closing, Sellers shall cause ENOI to provide to the Companies, to the extent not already in the Companies possession, such books and records of IPEC for the period prior to the Closing as are necessary for the Companies compliance after the Closing with their obligations under the NRC License or other NRC requirements, Environmental Permits, or for completion of the Decommissioning, including administration of the each IPEC Decommissioning Trust and prosecution of any Subsequent DOE Claim or required by Law to be maintained by the Companies immediately after the Closing (such books and records, Regulatory Books and Records). From and after the Closing, to the extent Purchaser identifies any books and records constituting Regulatory Books and Records maintained by ENOI that are not in the Companies possession, at the reasonable request of Purchaser, Sellers shall cause ENOI to take Commercially Reasonable Efforts to provide to the Companies such Regulatory Books and Records (at Purchasers sole cost and expense).

(c) From and after the Closing and subject to Section 12.6, to the extent not prohibited by applicable Law or Entergys privacy policies (as may be amended or modified from time to time post-Closing), Sellers shall permit the Companies (at the Companies sole cost and expense), during regular business hours and upon reasonable advance notice to Sellers, through their Representatives, the right to examine and make copies of books and records of IPEC, not constituting Regulatory Books and Records, in the possession of ENOI or Sellers, reasonably necessary in connection with the ownership of the Equity Interests or IPEC, concerning the ownership and operation of IPEC prior to the Closing (other than in connection with a dispute between Sellers and Purchaser); provided that (i) any of Sellers or ENOIs books and records or other information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible (provided that in any such event Sellers shall notify Purchaser in reasonable detail of the circumstances giving rise to any such privilege or obligation and use Commercially Reasonable Efforts to seek to permit disclosure of such information, to the extent possible, in a manner consistent with such privilege or obligation); and (ii) Sellers and ENOI shall not be required to provide access to any financial or tax information of Sellers or ENOI or any of their Affiliates (including any such information that forms a part of the general ledger of Entergy or any of its Affiliates); provided, further, that 47 EAST\164092225.33

any access to any books and records will not interfere with the normal operation of Sellers or any of their Affiliates. Upon the request of Sellers, the Companies and their Representatives shall enter into a customary confidentiality agreement (in a form reasonably acceptable to Sellers) in connection with the foregoing access.

(d) From and after the Closing, to the extent not prohibited by applicable Law or Purchasers privacy policies (as may be amended or modified from time to time post-Closing),

Purchaser shall permit Sellers (at Sellers sole cost and expense), during regular business hours and upon reasonable advance notice to Purchaser, through its Representatives, the right to examine and make copies of books and records of IPEC in the possession of the Companies relating to the ownership and operation of IPEC and the Decommissioning, reasonably necessary for (i) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Action (other than in connection with a dispute between Sellers and Purchaser),

(ii) preparing reports to Governmental Authorities or (iii) such other purposes for which access to such documents is reasonably necessary, including preparing and delivering any accounting or other statement provided for under this Agreement or any of the other Transaction Documents; provided that (x) any of Purchasers books and records or other information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible (provided that in any such event Purchaser shall notify Sellers in reasonable detail of the circumstances giving rise to any such privilege or obligation and use Commercially Reasonable Efforts to seek to permit disclosure of such information, to the extent possible, in a manner consistent with such privilege or obligation); and (y) Purchaser shall not be required to provide access to any financial or tax information of Purchaser or any of its Affiliates; provided, further, that any access to any books and records will not interfere with the normal operation of Purchaser or any of its Affiliates. Upon the request of Purchaser, Sellers and their Representatives shall enter into a customary confidentiality agreement (in a form reasonably acceptable to Purchaser) in connection with the foregoing access.

(e) From and after the Closing, Sellers and their Affiliates shall be entitled to retain copies (at the applicable Sellers sole cost and expense) of all books and records relating to its ownership or operation of the Companies and the Facilities; provided, however, that nothing in this Section 6.15 shall require Sellers or their Affiliates to retain or preserve any books and records related to the Equity Interests or the ownership or operation of IPEC after the Closing.

Sellers and their Affiliates shall keep all such books and records confidential except to the extent, in the opinion of counsel, disclosure is required by Law or requested by legal or judicial process.

Section 6.16 Insurance Policies.

(a) Effective at the Closing, the Insurance Policies set forth in Part 1 of Section 6.16(a) of the Sellers Disclosure Schedules shall terminate with respect to the Companies without any further action or liability on the part of the Parties thereto and the Companies shall be removed as a named insured on all insurance policies of Entergy and its Affiliates. The Insurance Policy set forth in Part 2 of Section 6.16(a) of the Sellers Disclosure Schedules (subject to Purchaser obtaining prior to the Closing an endorsement relieving ENOI from any pre-Closing and post-Closing liabilities under such policies effective as of the Closing) shall not be terminated and shall continue in full force and effect after Closing unless and until Purchaser or the Companies determine to terminate said policies in their sole discretion.

48 EAST\164092225.33

(b) From and after the Closing, the Purchaser Parties shall cause the Companies or their Affiliates to have and maintain in effect policies of liability and property insurance with respect to Decommissioning the Facilities which shall afford protection against the insurable hazards and risks with respect to which nuclear facilities of similar size and type to the Facilities customarily maintain insurance, and which meets NRC requirements and any other applicable Law. Such coverage shall include (i) nuclear liability insurance from American Nuclear Insurers in such form and in such amount as will meet the financial protection requirements of the Atomic Energy Act, and an agreement of indemnification as contemplated by the Price-Anderson Act, and (ii) a pollution legal liability policy in the amount of at least

, to the extent commercially available on reasonable terms, for the Site to cover applicable Environmental Claims (such legal liability policy, the PLL Insurance). Notwithstanding the foregoing, Sellers acknowledge that the Companies or their Affiliates will seek approval from the NRC after the Closing to reduce coverage under the Nuclear Insurance Policies as IPEC undergoes different configurations throughout Decommissioning.

Section 6.17 NRC Commitments.

(a) From and after the Closing, each Company will assume all responsibilities under its NRC License and the general license for the ISFSI, including responsibility for compliance with the current licensing basis of the Facilities.

(b) From and after the Closing, the Companies shall (and Purchaser shall cause each Company to) conduct licensing activities at IPEC in accordance with the then-current licensing basis of the Facilities, including the NRC Licenses, applicable regulations of the NRC and orders and all written regulatory commitments to the NRC pertaining to IPEC, and with applicable Nuclear Laws.

Section 6.18 Decommissioning.

(a) Prior to the Closing, the Companies shall (and Sellers shall cause the Companies, as applicable, to) maintain inventory levels at the Site waste storage facilities in the ordinary course of business, consistent with past practice.

(b) The Companies shall (and Purchaser shall cause each Company, as applicable, to) Decommission its Facilities and to complete at its sole cost and expense all Decommissioning activities in accordance with all Laws, including applicable requirements of the Atomic Energy Act, the NRCs rules, regulations, orders and pronouncements thereunder, and the requirements of the Environmental Protection Agency and the NYSDEC as applicable, including in those orders and agreements issued to or entered into by such Company in connection with the Contemplated Transactions, and good Decommissioning practice, except that, whether or not permitted by any Law, entombment of structures, components and equipment on the Site shall not be an acceptable form of Decommissioning. Purchaser agrees that good Decommissioning practice includes the use of Commercially Reasonable Efforts to minimize those activities that would reasonably be expected to disturb the sediments within the Hudson River, including the discharge canal at the Facility. Upon removing the Facilities (other than the ISFSI) safely from service and reducing residual radioactivity to a level that permits the 49 EAST\164092225.33

release of the property for unrestricted use, the Companies shall (and Purchaser shall cause the Companies to) promptly (and in any event within twelve (12) months thereof) file with the NRC a request pursuant to 10 C.F.R. Section 50.83 to release all portions of the Site (other than the ISFSI) for unrestricted use.

(c) Purchaser hereby acknowledges and agrees that from and after the Decommissioning, the disposition of any Owned Real Property will be performed in accordance with all applicable rights of first offer or refusal or other preemptive rights in favor of any Third Party to purchase such Owned Real Property or any portion thereof as set forth in Section 4.9(a) of the Sellers Disclosure Schedules.

(d) From and after the Closing, the Companies agree to take (and Purchaser agrees that it will take or cause the Companies to take) all reasonable efforts at its sole cost and expense, to complete the transfer of Spent Nuclear Fuel to the ISFSI as soon as practicable. As promptly after the Closing as is commercially reasonably practical, the Companies shall (and Purchaser agrees that it shall or cause the Companies to) proceed with decontamination and dismantlement of the Facilities (other than ISFSI); provided, however, that it shall be commercially reasonably practice to utilize the SAFSTOR method of Decommissioning. The Companies will (and Purchaser will cause the Companies to), as promptly as is commercially reasonably practicable after all the Spent Nuclear Fuel has been transferred from spent fuel pool storage to the ISFSI, and the date there are sufficient funds in the IPEC Nuclear Decommissioning Trusts to: (i) dispose of all radioactive waste other than Spent Nuclear Fuel in accordance with all applicable Laws, and (ii) release all portions of the Site other than the ISFSI pursuant to 10 C.F.R. § 50.83. The Companies shall (and Purchaser agrees that it will cause the Companies to), as promptly as reasonably practicable after the Department of Energy completes its acceptance of the Spent Nuclear Fuel, (x) complete the Decommissioning with respect to the ISFSI and (y) terminate the NRC Licenses.

(e) The only remedy of Sellers with respect to any breach of Purchaser of the covenants in this Section 6.18 and Section 6.17 shall be the right to obtain indemnification under Section 9.2(a)(ii) or Section 9.2(a)(iii) against any Losses arising from Third Party Claims against Sellers arising from alleged breaches of the covenants of Purchaser in this Section 6.18 and Section 6.17.

Section 6.19 MOUs. From and after the Closing, the Companies and Purchaser will comply (and Purchaser will cause the Companies to comply) with the terms of all settlement agreements, MOUs and similar agreements between Sellers, ENOI, or any of their respective affiliates, and any Governmental Authority, including the State of New York (or any political subdivision thereof) as set forth in Section 6.19 of the Sellers Disclosure Schedules, or otherwise entered into during the Interim Period in compliance with this Agreement. The Companies will (and Purchaser shall cause the Companies to) maintain the IPEC Decommissioning Trusts in accordance with the regulations of the NRC and other applicable Law. The only remedy of Sellers with respect to any breach of Purchaser of the covenants in this Section 6.19 shall be the right to obtain indemnification under Section 9.2(a)(ii) or Section 9.2(a)(iii) against any Losses arising from Third Party Claims against Sellers arising from alleged breaches of the covenants of Purchaser in this Section 6.19.

50 EAST\164092225.33

Section 6.20 Department of Energy Claims.

(a) From and after the Closing, each Company shall retain all of its rights and obligations under its Standard Spent Fuel Disposal Contract, including claims against the United States or the Department of Energy, subject to the provisions of this Section 6.20.

(b) From and after the Closing, each Company shall (and Purchaser shall cause each Company to) use Commercially Reasonable Efforts to pursue its Pending DOE Claim in a diligent and timely manner, to engage (or continue to engage) counsel selected by Sellers to pursue its Pending DOE Claim. From and after the Closing, Purchaser shall make available its and its Affiliates employees and agents as witnesses or consultants and provide such information and documents as may be appropriate at any time regarding each Pending DOE Claim. The fees and expenses of such counsel shall be paid by Sellers, and Sellers shall be responsible for any risk or other out-of-pocket litigation costs, including any required travel expenses, reasonably incurred by each Company in connection with pursuing its Pending DOE Claim. To the maximum extent permitted by Law, Sellers shall be entitled to control and direct each Pending DOE Claim, including to (at Sellers own expense) control and settle any Pending DOE Claim and Purchaser and each Company shall take all actions necessary or requested by counsel selected by Sellers in connection therewith. Without limiting the foregoing, subject to applicable Law, Sellers shall have the right to require each Company to appeal any order or judgment or similar judicial action with respect to any Pending DOE Claim, and Purchaser and each Company shall take all actions reasonably requested by Sellers in connection therewith.

Sellers shall have the right to cause each Company at, prior to, or after Closing, to file a Pending DOE Claim against the DOE for damages for which Sellers bear the risk and to which Sellers are entitled under this Agreement.

(c) From and after the Closing, when and if each Company recovers any awards or damages in connection with its Pending DOE Claim, including awards of costs, such Company shall, and Purchaser shall cause such Company to, hold in trust for Sellers all such amounts and promptly pay, in immediately available funds, all such amounts to Sellers without deduction or offset, and shall promptly (and in any event, no later than one (1) Business Day after receiving such amounts) wire such amounts in immediately available funds to an account designated by Sellers from time to time. Purchaser and each Company shall not assign, transfer, impair, settle or otherwise permit any Encumbrance to exist with respect to its Pending DOE Claim or the right to receive proceeds of any awards or damages in connection therewith, and Purchaser and each Company shall take any action necessary and requested by Sellers, at Sellers cost, to preserve Sellers rights under this Section 6.20, including establishing a segregated account of such Company, entering into an account control agreement with respect thereto in a form reasonably acceptable to Sellers, excluding any Pending DOE Claim and any rights to any proceeds therefrom as collateral under any contract of such Company or Purchaser, and ensuring that the payment obligations of Purchaser and such Company are permitted under any contract applicable to Purchaser or such Company or their respective businesses and assets without Sellers consent. The Parties acknowledge and agree that the rights of Sellers under this Section 6.20, including the right to proceeds of any awards or damages, are not an assignment of each Companys rights and obligations under the Standard Spent Fuel Disposal Contract or an assignment of each Companys rights under any Pending DOE Claim with respect to such Standard Spent Fuel Disposal Contract but are a post-Closing payment obligation of Purchaser 51 EAST\164092225.33

and each Company in consideration of the Contemplated Transactions and shall be considered an adjustment to the Purchase Price. From and after the Closing, Purchaser and the Companies shall not settle or compromise the Pending DOE Claim without the written consent of Sellers, which consent may be withheld for any or no reason. Neither Seller Parties nor Purchaser Parties shall take, or cause the Companies to take, any action, or fail to take any action, including taking any position in litigation or otherwise, that would impair or adversely affect in any manner the DOE claims or the rights allocated pursuant to this Section 6.20 of the other Party to the proceeds of any awards or damages in connection therewith.

(d) From and after the Closing, (i) each Company will retain ownership and title to all Spent Nuclear Fuel and all rights and obligations under its Standard Spent Fuel Disposal Contract and (ii) Purchaser and each Company shall bear the economic risk and benefit of any Subsequent DOE Claim, and Purchaser and the Companies shall have no recourse against Sellers for any amounts claimed but not recovered from the United States or the Department of Energy pursuant to such actions. Without limiting the foregoing, and without limiting the rights of Sellers and their Affiliates, or the obligations of the Companies or Purchaser, under any other Transaction Document, from and after the Closing, Sellers shall not be entitled to any awards or damages recovered by the Companies in connection with any Subsequent DOE Claim, including awards of costs. From and after the Closing, Purchaser and each Company shall control any litigation at its sole cost and expense (excepting the Pending DOE Claim and any other claims for damages by the Companies or Sellers or their Affiliates with respect to the pre-Closing period, which costs shall be borne by Sellers), subject to the provisions of this Section 6.20.

From and after the Closing, Sellers shall make available its and its Affiliates employees and agents as witnesses or consultants and provide such information and documents as may be appropriate at any time regarding any Subsequent DOE Claim. Purchaser shall be responsible for any out-of-pocket costs associated with Sellers personnels support of the Subsequent DOE Claim, including any required travel expenses reasonably incurred by Sellers or their Affiliates, in connection with the foregoing. From and after the Closing, Purchaser and the Companies shall not (i) permit any spent nuclear fuel not generated by IPEC to be transported to or stored at IPEC for any period of time or (ii) assign any of their rights or obligations under the Standard Spent Fuel Disposal Contract.

(e) From and after the Closing, in the event that Purchaser or any Company or any of their permitted successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys the Facilities to any Person, then, and in each such case, Purchaser shall cause proper provision to be made so that the successors and assigns of such Company or the Facilities, as applicable, shall expressly assume the obligations of Purchaser and the Companies set forth in this Section 6.20.

Section 6.21 Reimbursement of Certain Costs and Expenses.

(a) Five (5) Business Days prior to the anticipated Closing Date, Sellers shall deliver to Purchaser a written statement (the Estimated Closing Statement) of the calculation of the estimated Net Adjustment Amount (Estimated Net Adjustment Amount), which statement shall include (i) the estimated Net Liabilities Amount as of the Closing (the Estimated Net Liabilities Amount) consistent with the Net Liabilities Adjustment Schedule and (ii) the 52 EAST\164092225.33

estimated Qualified Expenses Amount (the Estimated Qualified Expenses Amount) consistent with the Net Liabilities Adjustment Schedule. Purchaser shall have three (3) Business Days to review the Estimated Closing Statement for the sole purpose of reviewing the components of the Estimated Net Liabilities Amount and the Estimated Qualified Expenses Amount (including the classification or allocation of such amounts as a Net Liability or a Qualified Expense as set forth therein) contained in the Estimated Net Adjustment Amount. Sellers shall provide supporting documentation reasonably requested in connection with Purchasers review. No later than the next Business Day after such three (3) Business Day period, Purchaser shall notify Sellers in writing whether it accepts or disputes in good faith the classification or allocation of any component amounts as a Net Liability or a Qualified Expense. If Purchaser accepts the Estimated Closing Statement or fails to notify Sellers of any dispute with respect thereto as provided in the next sentence, the classification or allocation of such components shall be deemed final and conclusive and binding upon the Parties in all respects, for purposes of determining the Estimated Net Adjustment Amount. If Purchaser disputes the accuracy of the classification or allocation of any component amounts as a Net Liability or a Qualified Expense, Purchaser shall provide written notice to Sellers no later than one (1) Business Day after such five (5) Business Day period (the Allocation Dispute Notice), setting forth in reasonable detail those items that Purchaser disputes. During the ten (10) Business Day period (or such other period of time agreed to by the Parties in writing) (such period of time, the Resolution Period) following delivery of an Allocation Dispute Notice, senior representatives of the Parties (including, if necessary, the Senior Executive of Entergy Wholesale Commodities and the President of Parent) shall negotiate in good faith with a view of resolving their disagreements.

During the Resolution Period, each of the Parties shall use Commercially Reasonable Efforts, upon reasonable advance notice and during normal business hours, to cooperate with each other and their respective Representatives in connection with the activities contemplated by this Section 6.21.

(b) During the Resolution Period, no Party shall be obligated to consummate the Closing. Upon resolution of a dispute by the Parties following delivery of an Allocation Dispute Notice, the classification and allocation of the component amounts resolved in writing by the Parties shall be final and conclusive and binding upon all the Parties in all respects.

(c) At the Closing, Sellers shall pay or cause to be paid to Purchaser an amount equal to the Estimated Net Adjustment Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser at least two (2)

Business Days prior to the Closing; provided, that, if the Estimated Net Adjustment Amount is a negative number, at the Closing Purchaser shall pay Sellers the Estimated Net Adjustment Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers at least two (2) Business Days prior to the Closing.

Section 6.22 Post-Closing Reconciliation.

(a) No later than sixty (60) Business Days following Closing, Purchaser shall deliver to Sellers a written statement (the Closing Statement) of the actual Net Adjustment Amount as of the Closing (the Actual Net Adjustment Amount) which statement shall include the (i) the actual Net Liabilities Amount as of the Closing consistent with the Net Liabilities Adjustment Schedule, (ii) the actual Qualified Expenses Amount as of the Closing consistent 53 EAST\164092225.33

with the Net Liabilities Adjustment Schedule and, in each case, consistent with the classification or allocation of any Qualified Expense or Net Liability determined pursuant to Section 6.21 except where such classification or allocation was the result of manifest error in preparing the Estimated Closing Statement, and (iii) the actual adjustments under the Net Liabilities Adjustment Schedule, consistent with the classification or allocation of any such adjustments determined pursuant to Section 6.21 except where such classification or allocation was the result of manifest error in preparing the Estimated Closing Statement. No later than twenty (20)

Business Days following delivery by Purchaser of the Closing Statement, Sellers shall notify Purchaser in writing whether they accept or dispute the accuracy of the Closing Statement. If Sellers accept the Closing Statement or fails to notify Purchaser of any dispute with respect thereto, the calculation of the Net Adjustment Amount shall be deemed final and conclusive and binding upon all the Parties in all respects, including for determining the payments under Section 6.22(c). If Sellers dispute the accuracy of the Closing Statement, Sellers shall provide written notice to Purchaser no later than twenty (20) Business Days following the delivery by Purchaser of the Closing Statement (the Closing Statement Dispute Notice), setting forth in reasonable detail those items that Sellers dispute. During the fifteen (15) Business Day period following delivery of a Closing Statement Dispute Notice, the Parties shall negotiate in good faith with a view of resolving their disagreements. If the Parties fail to resolve their differences over the disputed items within such fifteen (15) Business Day period, then Purchaser and Sellers shall forthwith jointly request that a nationally recognized independent public accounting firm, as shall be mutually agreed by Purchaser and Sellers (the Accounting Expert), be appointed as expert and each of Purchaser and Sellers shall enter into a customary engagement letter with the Accounting Expert. If, after ten (10) Business Days after the end of such fifteen (15) Business Day period, Purchaser and Sellers cannot mutually agree on the selection of the Accounting Expert, either Purchaser or Sellers may request that the American Arbitration Association appoint, as Accounting Expert, a senior partner in a nationally recognized independent public accounting firm, who is a certified public accountant, independent of Purchaser or Sellers, and who is impartial. The Accounting Expert shall act as an expert and not an arbitrator, and shall have no more than twenty (20) Business Days from the date of referral and no more than ten (10)

Business Days from the final submission of information by Sellers and Purchaser within which to render its written decision with respect to the disputed items. In resolving any item that remains in dispute, the Accounting Expert may not assign a value to any such item greater than the maximum value or less than the minimum value for each such item claimed by Purchaser or Sellers and the Accounting Expert shall not have any right to rule on any classification or allocation of any Qualified Expenses or Net Liabilities determined pursuant to Section 6.21 except, solely in the case of manifest error in such classification or allocation. The decision of the Accounting Expert shall be final and binding upon the Parties, absent manifest error, for determining the payments under Section 6.22(c). The fees and expenses of the Accounting Expert shall be allocated to be paid by Purchaser, on the one hand, and Sellers, on the other hand, based upon the percentage that the portion of the disputed amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Accounting Expert.

(b) Each of Purchaser and Sellers shall use Commercially Reasonable Efforts, upon reasonable advance notice and during normal business hours, to cooperate with each other and their respective Representatives in connection with this Section 6.22.

54 EAST\164092225.33

(c) If the Actual Net Adjustment Amount as determined by this Section 6.22 is less than the Estimated Net Adjustment Amount, Sellers shall promptly pay an amount equal to the absolute value of the difference of such amounts to Purchaser. If the Actual Net Adjustment Amount exceeds the Estimated Net Adjustment Amount, Purchaser shall promptly pay an amount equal to such excess to Sellers. Any payments made by Purchaser or Sellers pursuant to this Section 6.22 shall be made by wire transfer of immediately available funds to the accounts designated by Purchaser or Sellers, as applicable.

(d) For purposes of this Agreement:

(i) Net Adjustment Amount means the aggregate amount of the Net Liabilities Amount and the Qualified Expenses Amount (or as otherwise agreed to in writing by the Parties) as of the Closing.

(ii) Net Liabilities means the difference of (A) the amount of accounts payable and notes payable, accrued property taxes (or payments in lieu of taxes) and other current liabilities and other amounts as set forth on the Model Balance Sheet and as adjusted on Section 6.22 of the Joint Disclosure Schedules (the Net Liabilities Adjustment Schedule) (or as otherwise agreed to in writing by the Parties) as of the Closing, all determined as of the Closing Date in accordance with GAAP and the balance sheet principles, applied on a consistent basis, minus (B) the amount of cash and cash equivalents, accounts and notes receivable, owned by the Companies as of the Closing and prepaid items such as property taxes (or payments in lieu of taxes) and insurance remaining in effect after the Closing; provided, however, that (X) any of the foregoing with respect to Qualified Expenses and income taxes shall not be included in this definition and (Y) to the extent of any inconsistencies between the Net Liabilities Adjustment Schedule and this definition (including any treatment or adjustment resulting therefrom), the Net Liabilities Adjustment Schedule shall govern and control.

(iii) Net Liabilities Amount shall mean the aggregate amount of Net Liabilities outstanding as of the Closing (after giving effect to the adjustments and treatment set forth in the Net Liabilities Adjustment Schedule).

(iv) Qualified Expenses means all expenses, fees, costs (including financing expenses, fees and costs, and pre-paid costs and expenses) incurred or expected to be incurred by the Companies or its Affiliates as illustrated on the Net Liabilities Adjustment Schedule (or as otherwise agreed to in writing by the Parties) for work performed or costs incurred during any period at or prior to Closing that are reimbursable from any IPEC Decommissioning Trust pursuant to and in accordance with 10 C.F.R.

§ 50.82(a)(8) and, if the decommissioning trust fund is a qualified trust fund under Section 468A of the Code, are reimbursable under Section 468A of the Code from any Qualified Decommissioning Fund.

(v) Qualified Expenses Amount means the aggregate amount resulting from the adjustments and other treatment of the Qualified Expenses subject to such adjustments and other treatment in the Net Liabilities Adjustment Schedule as of the Closing.

55 EAST\164092225.33

Section 6.23 IP Unit 3 Decommissioning Trust Matters.

(a) Prior to Closing and prior to the transfer of the assets and liabilities under state law to the New Companies as described in Section 1.4, ENIP 3: (i) will cause the IP Unit 3 Decommissioning Trust #2 Non-Qualified Decommissioning Fund to hold the assets currently held in the IP Unit 3 Decommissioning Trust #1, (ii)

, and (iii) will contribute all the assets formerly held in the IP Unit 3 Decommissioning Trust #1 to the Qualified Decommissioning Fund in the IP Unit 3 Decommissioning Trust #2 (b) ENIP3 will cause the ENIP 3 Decommissioning Agreement to be cancelled prior to Closing without imposing any Liabilities or post-Closing obligations on the Companies and without resulting in the expenditure or reduction of any Fund Assets.

Section 6.24 Employees.

(a) The Purchaser Parties agree to offer, or cause to be offered, employment with the Companies, Purchaser or any of Purchasers Affiliates, commencing as of the Closing, to each Target Employee in the positions set forth on Section 6.24(a) of the Sellers Disclosure Schedules (the In-Scope Employees). All such offers of employment shall be made at least ninety (90) days prior to the anticipated Closing Date. Purchaser acknowledges that the current employment of certain Target Employees is subject to a Collective Bargaining Agreement (the Union Employees). With respect to Union Employees, the Purchaser agrees that the employment offers must be for the same job classifications that the Union Employees are in as of immediately prior to the Closing and for the same wages (including base pay and, as applicable, bonuses), not less than a Union Employee is receiving immediately prior to the Closing. As of the Closing, the Purchaser Parties or the Purchaser Party Affiliates (depending on which entity employs the Transferred Employees) shall recognize the union that is a party to each Collective Bargaining Agreement under which any Transferred Employees were covered with Sellers or their Affiliates as the exclusive collective bargaining representative of such Transferred Employees and shall honor and assume each Collective Bargaining Agreement from and after the Closing.

(b) Each Target Employee who is offered and accepts such employment (whether as of Closing or, in the case of any Leave Employee, as defined below, such individuals Leave Return Date) will be referred to herein as a Transferred Employee. The Sellers will retain or assume, or cause one of its Affiliates (other than the Companies) to retain or assume, liability for and indemnify Purchaser and its Affiliates (including, following the Closing, the Companies) against the cost of any severance, retention and other compensation and employee benefits payable to any IPEC Employee who is not a Transferred Employee.

(c) Except as Purchaser and any Transferred Employee may otherwise mutually agree, and excepting any Union Employees whose terms and conditions of employment are covered by a Collective Bargaining Agreement, for the period commencing on the Closing Date and ending one year after the Closing Date (the Compensation Continuation Period), the Purchaser Parties shall provide, or cause to be provided, to each such Transferred Employee:

56 EAST\164092225.33

(i) base pay not less than that received from Sellers and their Affiliates immediately prior to the Closing; (ii) target annual incentive compensation opportunities at least equal to those received from Sellers and their Affiliates immediately prior to the Closing; (iii) employee benefits that are no less favorable in the aggregate than those provided to similarly situated employees of the Purchaser Parties, provided that the compensation and employee benefits that, taken together as a whole, are provided or made available by the Purchaser Parties to the Transferred Employees during the Compensation Continuation Period shall be no less favorable in the aggregate than those provided by Sellers and their Affiliates immediately prior to Closing, whether or not provided in kind; and further provided that, except as provided in clauses (i), (ii) and (iv), the Purchaser Parties shall have no obligation to make available to any Transferred Employee any particular category of employee benefits, including, without limitation, any category of benefits provided by Sellers or an Affiliate to such Transferred Employee immediately prior to the Closing Date through a Benefit Plan, Pension Plan; and (iv) an offer of participation in an employer-sponsored group health plan and a Tax-qualified 401(k) plan.

(d) At and after Closing, neither the Companies nor any of the Purchaser Parties or their respective Affiliates shall have any Liability with respect to any Benefit Plan.

Furthermore, neither the Companies nor any of the Purchaser Parties or their respective Affiliates shall have any liability or otherwise be obligated to provide any form of payment or employee benefit to any current or former Target Employee who does not become a Transferred Employee.

The Sellers will retain or assume, or cause one of their Affiliates (other than the Companies) to retain or assume, liability for and indemnify Purchaser and its Affiliates (including, following the Closing, the Companies) against any liability or cost under any Benefit Plan.

(e) As of the Closing or, in the case of any Leave Employee, the applicable Leave Return Date, all Transferred Employees (including their eligible dependents) shall cease to be eligible to participate in the employee welfare benefit plans (as such term is defined in ERISA) maintained or sponsored by Sellers or their Affiliates and shall be eligible to participate in the employee welfare benefit plans that are made available to similarly situated employees of Purchaser or its Affiliates, subject to the eligibility and other terms thereof. Sellers and their Affiliates shall retain all liabilities under its employee welfare benefit plans for all claims incurred by Transferred Employees on or before Closing or, in the case of any Leave Employee, the applicable Leave Return Date.

(f) Except to the extent the Purchaser Parties and any such Transferred Employee may otherwise mutually agree, and excepting any Union Employees whose terms and conditions of employment are covered by a Collective Bargaining Agreement, the Purchaser Parties shall pay or cause to be paid to each Transferred Employee whose employment with Purchaser or its Affiliates is involuntarily terminated by the Purchaser Parties without Cause, as determined by the Purchaser Parties, prior to the earlier of (x) one (1) year anniversary of the Closing or (y) achievement of the Zirconium Fire Risk Reduction, a lump sum cash severance payment equal to the lesser of twenty-six (26) weeks of base pay or two weeks base pay per year of combined service with Sellers or their Affiliates and Purchaser or its Affiliate (including pre-Closing service), subject to a reasonable release of claims.

(g) The Purchaser Parties (i) shall waive, or cause to be waived, all limitations as to pre-existing condition exclusions and waiting periods with respect to the Transferred 57 EAST\164092225.33

Employees (including their eligible dependents) under the welfare benefit plans (as defined in Section 3(1) of ERISA) provided by the Purchaser or an Affiliate thereof to the Transferred Employees after Closing (the Purchaser Welfare Benefit Plans), other than limitations or waiting periods that were in effect with respect to such Transferred Employees under the equivalent welfare benefit plans maintained by Sellers or their Affiliates and to the extent that they were not satisfied as of the Closing Date or the applicable Leave Return Date, as applicable, and (ii) shall provide each Transferred Employee with, or cause each Transferred Employee to be provided with, credit for any co-payments, deductibles and co-insurance payments made prior to the Closing Date (or the applicable Leave Return Date, as applicable) during a plan year under a plan of Sellers or their Affiliates (as applicable) that has not ended as of the Closing Date (or the applicable Leave Return Date, as applicable), in satisfying any deductible, co-insurance or out-of-pocket limitations or requirements under the Purchaser Welfare Benefit Plans (on a pro-rata basis in the event of a difference in plan years).

(h) Subject to Section 6.24(f), the Purchaser Parties shall give, or cause to be given, all Transferred Employees (other than any Union Employees whose terms and conditions of employment are covered by a Collective Bargaining Agreement) credit for all service with Sellers and their Affiliates, including all predecessor employer service, under all employee benefit plans and arrangements and all fringe benefit plans, programs, policies and arrangements (other than severance) maintained at and after the Closing by Purchaser or its Affiliates and made available to such Transferred Employees. Such service credit need be recognized only to the extent that such prior service was recognized under the applicable comparable Benefit Plan immediately prior to the Closing Date, or the applicable Leave Return Date, as applicable.

Notwithstanding the foregoing, no service crediting under this Section 6.24(h) shall be required to the extent that it would result in duplication of benefits for the same period of service. Such service credit (whether actual or imputed) shall be recognized solely for purposes of eligibility and vesting under such benefit plans, programs and policies of Purchaser and its Affiliates; provided, however, that, in the case of any vacation and other paid-time-off and severance programs, such service credit shall also be recognized for purposes of benefit accrual.

(i) The Purchaser Parties agree to allow, or cause to be allowed, the Transferred Employees to be eligible to commence participation as of the Closing Date (or, if applicable, the applicable Leave Return Date) in a Tax-qualified 401(k) plan sponsored by Purchaser or its Affiliates, subject to the eligibility and other terms thereof. To the extent allowable by Law, the Purchaser Parties shall use their Commercially Reasonable Efforts to cause the trustee of the Tax-qualified 401(k) plan(s) of Purchaser or its Affiliates in which any Transferred Employee becomes a participant (Purchaser Savings Plan) to accept as a direct rollover (within the meaning of Section 401(a)(31) of the Code) any distribution from any qualified 401(k) plan sponsored by Sellers or their Affiliates and as in effect for Transferred Employees immediately prior to the Closing (the Sellers Savings Plan) to the extent the request of such rollover is initiated by the Transferred Employee and such rollover shall not cause the Purchaser Savings Plan to fail to satisfy the requirements of Section 401(a) of the Code, including, if and to the extent permitted by the terms of the Purchaser Savings Plan and the Sellers Savings Plan, any rollover in kind of participant loan balances; provided, that such loan balances are not then in default in accordance with their terms; and provided, further, that the Purchaser Parties need not accept, or cause to be accepted, any other type of distribution in kind.

58 EAST\164092225.33

(j) Notwithstanding Section 6.24(a), any offer of employment to any Target Employee who on the Closing Date is not actively at work due to short-term disability, a leave of absence covered by the Family and Medical Leave Act or the Uniformed Services Employment and Reemployment Rights Act, or due to any other leave of absence with return rights protected by Law (each such Target Employee, a Leave Employee) (i) shall be contingent on such Target Employee returning to active full-time work on or prior to the later of (A) the one-year anniversary of the Closing Date and (B) the last day on which Sellers or their Affiliates would have been required to offer to re-employ such Target Employee pursuant to any applicable Law if the Contemplated Transactions had not occurred and (ii) shall be effective as of the date that such Target Employee returns to active full-time work (such date, with respect to any Target Employee, such Target Employees Leave Return Date).

(k) Purchaser or an Affiliate thereof shall be responsible for providing, and shall assume all liabilities in respect of, the provision of continued medical coverage pursuant to its group health plans under COBRA or similar state Law for the Transferred Employees with respect to any qualifying event (within the meaning of COBRA) that occurs after the Closing Date. Sellers or an Affiliate thereof shall be responsible for providing, and shall assume all liabilities in respect of, the provision of continued medical coverage pursuant to its group health plans under COBRA or similar state Law for the IPEC Employees and Target Employees with respect to any qualifying event (within the meaning of COBRA) that occurs on or prior to the Closing Date.

(l)

(m) Purchaser shall, or shall cause one of its Affiliates to, assume, as of the Closing Date, and discharge all Liabilities in respect thereof, the accrued but unused sick leave identified in Section 6.4(m) of the Sellers Disclosure Schedules in respect of each Transferred Employee. Section 6.4(m) of the Sellers Disclosure Schedules sets forth as of the date of this Agreement, for each NYPA Employee, the individuals name, position and title, date of hire, and number of hours of accrued but unused sick leave together with a designation of the type of sick leave.

(n) Purchaser covenants to give, and to cause the Companies to give, good faith consideration and preference to the existing IPEC Employees (exclusive of Transferred Employees) and local contractors and employees in hiring for the Facility; provided that final selection of all contractors and employees shall be in the sole discretion of Purchaser and its applicable Affiliates. For the avoidance of doubt, nothing in this Section 6.24(n) is intended to affect or change any of Purchasers obligations with respect to Section 6.24(a)-(o).

(o) Without limiting the generality of Section 12.7, the provisions contained in this Section 6.24 are included for the sole benefit of the applicable Parties and shall not create any right in any other Person, including any IPEC Employee or Target Employee (or dependent or beneficiary thereof). Nothing contained herein, express or implied, (i) shall be construed to 59 EAST\164092225.33

establish, amend or modify any benefit plan, program, agreement or arrangement, (ii) shall alter or limit the ability of Sellers or their Affiliates or the Purchaser Parties or their Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement, or (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement or any right to a particular term or condition of employment.

Section 6.25 WARN Act. Neither Purchaser nor Parent shall, with respect to IPEC, engage in a plant closing or mass layoff, as such terms are defined in the WARN Act, within ninety (90) days after the Closing, or shall engage in any similar act or event under any similar applicable state Law. With respect to any plant closing or mass layoff, as such terms are defined in the WARN Act occurring with respect to IPEC on or prior to Closing, Sellers and their Affiliates shall be responsible for providing any required notice and/or making any required payment of severance compensation with respect to any of affected employees, including any notice pay and severance pay, to comply with the requirements of the WARN Act or similar applicable state Law or collective bargaining agreement. With respect to any plant closing or mass layoff, as such terms are defined in the WARN Act occurring after Closing with respect to the Transferred Employees, Purchaser and its Affiliates shall be responsible for providing any required notice and/or making any required payment of severance compensation with respect to any of affected Transferred Employees, including any notice pay and severance pay, to comply with the requirements of the WARN Act or similar applicable state Law or collective bargaining agreement.

Section 6.26 Foreign Ownership or Control. Each of Purchaser and Parent agrees to abstain from filing any applications with any Governmental Authority in connection with any proposed merger, acquisition or disposition of assets or similar business combination that could result in foreign ownership, control or domination of Purchaser, Parent or their Affiliates that own or control them before the Closing Date or that could otherwise delay or materially impede the Contemplated Transactions.

Section 6.27 Deferred Closing.

(a) If, during the Interim Period, the Companies or ENOI are required by Law (or if required pursuant to any existing settlement agreement with the State of New York), or if requested by the NYISO, to continue operating any IP Unit after the Termination Date (a Required Operating Order), such Required Operating Order shall not constitute a breach of any of the representations and warranties or covenants and other agreements of Sellers or the Companies under this Agreement.

(b) If the terms and conditions of any Required Operating Order require any Company or ENOI to continue operating any IP Unit after the Termination Date, the Parties will agree to negotiate in good faith for a reasonable period of time (not to exceed the earlier of ninety (90) days or the Termination Date) to extend the Termination Date. If, after the expiration of such period, the Parties have not agreed to extend the Termination Date, either Party may terminate this Agreement pursuant to Section 10.1(j).

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Section 6.28 Section 6.29 Pre-Closing Decommissioning Planning.

(a)

(b)

(c) 61 EAST\164092225.33

(d)

ARTICLE 7 TAX MATTERS Section 7.1 Section 7.2 Straddle Period. In the case of any taxable period that includes, but does not end on, the day prior to the Closing Date (Straddle Period), (a) the amount of any Taxes based on or measured by income or receipts, sales or use Taxes, employment Taxes or withholding Taxes of any Company or any Qualified Decommissioning Fund that are attributable to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the day preceding the Closing Date and (b) the amount of any other Taxes of any Company and any Qualified Decommissioning Fund for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period, multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period up to the Closing Date and the denominator of which is the number of days in such entire Straddle Period.

Section 7.3 Transfer Taxes.

Purchaser shall timely file, to the extent required by applicable Law, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and Sellers will be entitled to review such returns in advance and, if required by applicable law, will join in the execution of any such Tax Returns or other documentation. Prior to the Closing Date, Purchaser will provide to Sellers, to the extent possible, an appropriate exemption certificate in connection with this Agreement and the Contemplated Transactions, due from each applicable taxing authority. Purchaser shall timely pay any amount shown to be due on such Tax Returns.

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Section 7.4 Tax Matters.

(a) Each of the Parties shall provide the other Party with such assistance as may reasonably be requested by the other Party in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority. Any information obtained relating to Taxes shall be kept confidential by the Parties hereto, except to the extent such information is required to be disclosed by Law.

(b) Sellers shall have the right to control, at its own expense, any audit, litigation or other proceeding with respect to Taxes and Tax Returns for which Seller may be required to indemnify the Purchaser Indemnified Parties under Section 7.1 (a Tax Contest).

Purchaser shall provide Seller with prompt notice of any written inquiries by any taxing authority relating to a Tax Contest within five (5) days of the receipt of such notice. If Seller elects not to control such Tax Contest, then Purchaser shall control such matter; provided, however, that (i) Sellers shall have the right to participate (at its own expense) in any such matter and (ii) Purchaser shall keep Seller reasonably informed of the details and status of such matter (including providing Seller with copies of all written correspondence regarding such matter).

Purchaser shall not settle any such proceedings without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement or compromise would have the effect of increasing the Tax Liability of any Company for which Sellers are required to indemnify the Purchaser Indemnified Parties under Section 7.1.

ARTICLE 8 CONDITIONS Section 8.1 Conditions to Obligations of Each Party. The respective obligation of each Party to consummate the Contemplated Transactions is subject to the satisfaction or (to the extent permitted by Law) waiver by each of Purchaser and Sellers on or prior to the Closing Date of the following conditions:

(a) Subject to Section 6.7, the Required Regulatory Approvals shall have been obtained, and such approvals shall be in full force and effect, and such approvals shall have become Final Orders. Final Order means any action taken or approval entered or issued by the relevant Governmental Authority that has not been reversed, stayed, enjoined, set aside, annulled or suspended before the Contemplated Transactions may be consummated, with respect to which any waiting period or opportunities for rehearing or appeal prescribed by Law have been exhausted, and as to which all conditions to the consummation of the Contemplated Transactions prescribed by Law, regulation or order required to be satisfied at or prior to the Closing have been satisfied.

(b) No preliminary or permanent injunction or Governmental Order shall be in effect which prohibits or makes illegal the consummation of the Contemplated Transactions.

(c) No Final Order referred to in Section 8.1(a), or the State Agreement, shall require, contain or contemplate any undertaking, term, condition, liability, obligation, 63 EAST\164092225.33

commitment or sanction that, individually or in the aggregate, constitutes or imposes a Purchaser Burdensome Condition.

(d) The delivery by each Company of written notice to NRC of the permanent cessation of operations of IP Unit 2 and IP Unit 3.

(e) IPEC shall have been permanently shut down and all Nuclear Fuel shall have been removed from IP Unit 2 and IP Unit 3 reactors and vessels and placed in the spent nuclear fuel pool.

(f)

(g) All of the assets formally held in the IP Unit 3 Decommission Trust #1 shall be held in the Qualified Decommissioning Fund in the IP Unit 3 Decommissioning Trust

1. 2.

(h) NYSDEC shall have executed, or committed to execute upon or immediately after Closing, the State Agreement.

(i)

Section 8.2 Conditions to Obligations of Purchaser and Parent. The obligation of Purchaser and Parent to consummate the Contemplated Transactions shall be subject to the satisfaction or (in Purchasers and Parents sole discretion) waiver on or prior to the Closing Date of the following conditions:

(a) The representations and warranties of Sellers set forth in Article 3, after taking in to account and subject to the provisions of Section 6.14, (i) that are not Fundamental Representations shall be true and correct as of the Closing Date, as though made at and as of the Closing Date (or if made as of a specified date, as of such date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to material, materiality, or Sellers Material Adverse Effect or similar qualifiers in Article 3) would not have a Sellers Material Adverse Effect; and (ii) that are Fundamental Representations shall be true and correct in all respects as of the Closing Date, in each case as though made at and as of the Closing Date (or if made as of a specified date, as of such date).

(b) The representations and warranties of Sellers set forth in Article 4, after taking in to account and subject to the provisions of Section 6.14, (i) that are not Fundamental Representations shall be true and correct in all respects as of the Closing Date as though made at and as of the Closing Date (or if made as of a specified date, as of such date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to material, materiality or Companies Material Adverse Effect or similar qualifiers in Article 4) would not have a Companies Material Adverse Effect; and (ii) that are Fundamental Representations shall be true and correct in all respects as of the Closing Date, in 64 EAST\164092225.33

each case as though made at and as of the Closing Date (or if made as of a specified date, as of such date).

(c) Each of the Companies and Sellers shall have performed and complied with, in all material respects, the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on or prior to the Closing Date.

(d) All of the IPEC Consents shall have been obtained, other than those which, if not obtained, would not create, individually and in the aggregate, a Companies Material Adverse Effect.

(e) Purchaser shall have received a certificate from an authorized officer of each of Sellers and the Companies, dated the Closing Date, to the effect that, to such officers Knowledge, the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied by such Party.

(f) No Existing Plumes Adverse Event shall have occurred.

(g) As of the Closing Date, (i) the Standard Spent Fuel Disposal Contracts have been properly assigned under the terms thereof from ENIP2 to New ENIP2 and from ENIP3 to New ENIP3, respectively, and are in full force and effect, and title to all nuclear fuel has been transferred appropriately in connection therewith, and (ii) NYPAs obligation under the NYPA Prior Acquisition Agreement to indemnify ENIP3 for the one-time fee for IP Unit 3 has been properly assigned from ENIP3 to New ENIP3 and is in full force and effect.

Section 8.3 Conditions to Obligations of Sellers. The obligation of Sellers and the Companies to consummate the Contemplated Transactions shall be subject to the satisfaction or (in Sellers and the Companies sole discretion) waiver on or prior to the Closing Date of the following conditions:

(a) The representations and warranties of Purchaser and Parent (i) set forth in this Agreement (other than Section 5.1 (Organization; Qualification), Section 5.2 (Authority) and Section 5.10 (Brokers; Finders)) shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date (or if made as of a specified date, as of such date) and (ii) set forth in Section 5.1 (Organization; Qualification), Section 5.2 (Authority) and Section 5.10 (Brokers; Finders) shall be true and correct in all respects as of the Closing Date, as though made at and as of the Closing Date (or if made as of a specified date, as of such date).

(b) Each of Purchaser and Parent shall have performed and complied with, in all material respects, the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on or prior to the Closing Date.

(c) No Final Order referred to in Section 8.1(a) shall require, contain or contemplate any undertaking, term, condition, liability, obligation, commitment or sanction that, individually or in the aggregate, constitutes or imposes a Sellers Burdensome Condition.

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(d) Entergy and its Affiliates shall have been removed from any obligations under all settlement agreements, MOUs and similar agreements with Governmental Authorities.

(e) All of the Entergy Affiliate Guarantees and credit support and other similar commitments set forth in Section 8.3(e) of the Sellers Disclosure Schedules shall have been fully and unconditionally released, novated, terminated, returned or discharged, in a form reasonably satisfactory to Sellers and Purchaser.

(f) Sellers shall have received certificates from an authorized officer of each of Purchaser and Parent, dated the Closing Date, to the effect that, to such officers Knowledge, the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied by such Party.

(g) No Pre-Closing Contract Purchaser Breach shall have occurred and be continuing.

Section 8.4 No Closing Condition for Market Value of Fund Assets. Notwithstanding anything to the contrary in this Agreement, Parent and Purchaser acknowledge and agree that in no event shall the market value of the Fund Assets of IPEC (including any reduction thereof, whether resulting from market conditions or otherwise or any withdrawal from the IPEC Decommissioning Trusts permitted by this Agreement) be a condition to Closing.

ARTICLE 9 SURVIVAL AND INDEMNIFICATION Section 9.1 Survival.

(a)

(i)

(ii)

(1) 66 EAST\164092225.33

(2)

(iii)

(iv)

(b)

(c)

Section 9.2 Indemnification.

67 EAST\164092225.33

(a)

(i)

(ii)

(iii)

(iv)

(v)

(b)

(i)

(ii)

(iii) 68 EAST\164092225.33

(iv)

(v)

(vi)

(vii)

(viii)

(c)

Section 9.3 Limitations on Indemnification.

(a) 69 EAST\164092225.33

(b)

(i)

(ii)

(c)

(d)

(e) 70 EAST\164092225.33

71 EAST\164092225.33

Section 9.4 Defense of Claims.

(a)

(b) 72 EAST\164092225.33

(c)

(d)

(e)

Section 9.5 73 EAST\164092225.33

Section 9.6 ARTICLE 10 TERMINATION Section 10.1 Termination. This Agreement may only be terminated pursuant to this Section 10.1.

(a) This Agreement may be terminated at any time prior to the Closing Date by mutual written consent of the Parties.

(b) This Agreement may be terminated by Sellers or Purchaser, upon written notice at any time prior to the Closing, if the Closing shall have not occurred on or before December 31, 2021 (the Termination Date); provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date.

(c) Subject to Section 6.7 and Section 12.10(b),this Agreement may be terminated by Purchaser, upon written notice at any time prior to the Closing, if the Closing conditions set forth in Section 8.1(a) are not capable of being met; provided, however, that the right to terminate this Agreement under this Section 10.1(c) shall not be available to Purchaser to the extent its delay or failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the inability of the Required Regulatory Approvals to be obtained.

(d) Subject to Section 6.7, this Agreement may be terminated by Sellers, upon written notice at any time prior to the Closing, if the Closing conditions set forth in Section 8.1(a) are not capable of being met; provided, however, that the right to terminate this Agreement under this Section 10.1(d) shall not be available to Sellers to the extent its delay or failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the inability of the Required Regulatory Approvals to be obtained.

(e) Subject to Section 6.7, this Agreement may be terminated by Purchaser, by written notice to Sellers, if there has been a material violation or breach by the Companies or Sellers of any applicable representation, warranty, covenant or agreement contained in this Agreement and such violation or breach (i) would result in a failure of a condition set forth in Section 8.2 and (ii) has not been cured within the applicable period set forth in Section 6.7.

(f) Subject to Section 6.7, this Agreement may be terminated by Sellers, by written notice to Purchaser, if there has been a material violation or breach by Purchaser of any 74 EAST\164092225.33

applicable representation, warranty, covenant or agreement contained in this Agreement and such violation or breach (i) would result in a failure of a condition set forth in Section 8.3 and (ii) has not been cured within the applicable period set forth in Section 6.7.

(g) This Agreement may be terminated by either Purchaser by written notice to Sellers, pursuant to Section 6.14(b)(ii) or Section 6.14(b)(iv) or by Sellers by written notice to Purchaser, pursuant to Section 6.14(b)(iv).

(h) Subject to Section 6.7, this Agreement may be terminated by either Sellers or Purchaser by written notice to the other Party at any time prior to the Closing, if the other Party breaches in any material respect (after written notice and a reasonable opportunity to cure) any of its obligations to be set forth in this Agreement with respect to obtaining the Required Regulatory Approvals, including such other Partys obligations under Section 6.4(g) to use Commercially Reasonable Efforts, subject to any applicable limitations under Law, to:

(i) dedicate appropriate resources to obtaining such approvals, (ii) respond reasonably promptly and completely to material requests of any Governmental Authority, (iii) participate in and comply with all material procedural and disclosure obligations in proceedings of any Governmental Authorities, and (iv) provide such additional information related to Purchasers activities and qualifications as may be required.

(i) This Agreement can be terminated by Sellers, by written notice to Purchaser, upon the occurrence of a Pre-Closing Contract Purchaser Breach that has not been cured within the applicable cure period set forth in such Pre-Closing Contract.

(j) This Agreement can be terminated by either Party by written notice to the other Party pursuant to Section 6.27(b).

Section 10.2 Effect of Termination.

(a) In the event of a termination of this Agreement by any Party as provided in Section 10.1, this Agreement shall immediately become void and have no effect, and none of Purchaser, Parent, Sellers, the Companies, any of their respective Affiliates or any of the officers, managers, directors, employees or other representatives of any of them shall have any liability or obligation of any nature whatsoever hereunder or in connection with the Contemplated Transactions, except that Section 6.3(b) (Confidentiality), Section 6.5 (Public Statements; Communications), Section 6.9 (Expenses), this Section 10.2 (Effect of Termination),

Article 11 (Definitions), Article 12 (Miscellaneous Provisions), the Confidentiality Agreement, the Pre-Closing Contracts, and all other obligations of the Parties specifically intended to be performed after the termination of this Agreement shall survive any termination of this Agreement, provided that none of Parent, Purchaser, Sellers or the Companies shall be relieved or released from any Liabilities or damages arising out of such Partys intentional breach of any provision of this Agreement or any Transaction Document; provided, however, that the failure of Purchaser or Parent to pay the Purchase Price in respect of the Equity Interests pursuant to the terms of this Agreement at the Closing in the event that all conditions contained in Article 8 have been satisfied or, to the extent permitted, waived as of the Closing, shall be deemed an intentional breach by Purchaser and Parent of this Agreement, and Purchaser and Parent shall be liable to Sellers for such breach notwithstanding any termination of this Agreement.

75 EAST\164092225.33

(b) A terminating Party shall provide written notice of termination to the other Parties specifying with particularity the basis for such termination and including supporting documentation, as applicable. If more than one provision in Section 10.1 is available to a terminating Party in connection with a termination, a terminating Party may rely on any or all available provisions in Section 10.1.

ARTICLE 11 DEFINITIONS Section 11.1 Definitions. As used in this Agreement, the following terms have the meanings specified in this Section 11.1.

(1) ACA means the Patient Protection and Affordable Care Act, as amended.

(2) Accounting Expert has the meaning set forth in Section 6.22(a).

(3) Action has the meaning set forth in Section 6.11(a).

(4) Actual Net Adjustment Amount has the meaning set forth in Section 6.22(a).

(5) Adverse Development has the meaning set forth in Section 6.14(b).

(6) Affiliate has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

(7) Affiliate Agreements has the meaning set forth in Section 6.10(a).

(8) Agreement has the meaning set forth in the Preamble.

(9) Allocation has the meaning set forth in Section 1.3(b).

(10) Allocation Dispute Notice has the meaning set forth in Section 6.21(a).

(11) American Nuclear Insurers means American Nuclear Insurers, Inc.

(12) Atomic Energy Act means the Atomic Energy Act of 1954, as amended, and implementing regulations issued by the NRC thereafter.

(13) Balance Sheet has the meaning set forth in Section 4.21(a).

(14) Bankruptcy and Equity Exception has the meaning set forth in Section 3.3.

(15) Beneficial Interest has the meaning set forth in Section 6.6.

(16) Benefit Plan has the meaning set forth in Section 4.15(a).

76 EAST\164092225.33

(17) Business Day means any day other than Saturday, Sunday and any day on which banking institutions in the State of New York are authorized by Law or other Governmental Order to close.

(18) Byproduct Material means any radioactive material (except Special Nuclear Material) yielded in, or made radioactive by, exposure to the radiation incident to the process of producing or utilizing Special Nuclear Material.

(19) Cap has the meaning set forth in Section 9.3(b).

(20) Cause means (i) the willful and continuing failure by a Transferred Employee to substantially perform his or her duties (other than such failure resulting from the Transferred Employees incapacity due to physical or mental illness); provided that any such failure has not been cured by the Transferred Employee within thirty (30) days after a written demand for substantial performance is delivered to the Transferred Employee by Purchaser, which demand specifically identifies the manner in which the Purchaser believes that the Transferred Employee has not substantially performed; (ii) the willful engaging by the Transferred Employee in conduct which is injurious to any Purchaser Party, monetarily or otherwise; (iii) a Transferred Employees conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime which has or may have an adverse effect on the Transferred Employees ability to carry out his or her duties or upon the reputation of any Purchaser Party; or (iv) a violation by the Transferred Employee of any agreement that the Transferred Employee has with a Purchaser Party or an Affiliate of a Purchaser Party.

(21) CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act (SARA) of 1986.

(22) Change of Control Transaction shall mean, (i) the direct sale, transfer, conveyance or other disposition (including by merger, consolidation, purchase or sale of securities, investments, or similar business combination transaction), in one or a series of related transactions, of substantially all of the properties or assets of Purchaser, or (ii) the consummation of any transaction (including by merger, consolidation, purchase or sale of securities, investments, or similar business combination transaction) the result of which any person or group (as that term is used in Section 13(d) of the Exchange Act), other than Parent or a Subsidiary of Parent, becomes the direct owner or has the direct right to vote or more of the voting or equity securities of Purchaser.

(23) Claim means any demand, claim, action, investigation, legal proceeding (whether at law or in equity) or arbitration.

(24) Claim Notice means written notification of a Claim (including a Third Party Claim), specifying the nature of and basis for such Claim, together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Loss arising from such claim, and such other information as is reasonably available.

(25) Closing has the meaning set forth in Section 2.1.

77 EAST\164092225.33

(26) Closing Date has the meaning set forth in Section 2.1.

(27) Closing Statement has the meaning set forth in Section 6.22(a).

(28) Closing Statement Dispute Notice has the meaning set forth in Section 6.22(a).

(29) COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985 or similar state Law.

(30) Code means the Internal Revenue Code of 1986, as amended.

(31) Collective Bargaining Agreements means all current, effective, unexpired and written contracts or agreements and successor agreements, as modified or amended, with the collective bargaining representatives of IPEC Employees that set forth the terms and conditions of the IPEC Employees employment including all agreements listed in Section 4.14(a) of the Sellers Disclosure Schedules and any successor agreements.

(32) Commercially Reasonable Efforts means, as further expanded, limited, clarified or otherwise modified by any specific provision of this Agreement, the commercially reasonable efforts, time and, if any, costs (or other Liabilities) a reasonable Person desirous of achieving the contemplated result would use, expend or incur in similar circumstances to attempt to ensure that such result is achieved as expeditiously as reasonably practicable.

(33) Communications Act means the Communications Act of 1934, as amended, or its regulatory successor, as applicable.

(34) Companies has the meaning set forth in Sections 1.4(d) and (e), as applicable.

(35) 78 EAST\164092225.33

(36) Compensation Continuation Period has the meaning set forth in Section 6.24(c).

(37) ConEd means Consolidated Edison Company of New York, Inc.

79 EAST\164092225.33

(38) ConEd Agreement means that certain Generating Plant and Gas Turbine Asset Purchase and Sale Agreement by and between Consolidated Edison Company of New York, Inc. and ENIP 2, dated November 9, 2000, and any other amendments or agreements entered into in connection therewith.

(39) Confidentiality Agreement means the Mutual Nondisclosure Agreement, dated as of October 16, 2018, by and among Entergy Enterprises, Inc. (on behalf of itself and certain affiliates) and Holtec International, Atkins Energy, Inc., and Comprehensive Decommissioning International, LLC.

(40) Consent means consent, approval, authorization or waiver of any Person.

(41) Contemplated Transactions means the sale of the Equity Interests by Sellers to Purchaser, the purchase of the Equity Interests by Purchaser from Sellers and the execution, delivery and performance of and compliance with this Agreement, the Transaction Documents and all other agreements to be executed and delivered pursuant to this Agreement.

(42) Data Room means the electronic data room for the Contemplated Transactions on the Merrill Datasite and maintained by Sellers for purposes of the Contemplated Transactions.

(43) Debt means, with respect to the Companies, any of the following:

(a) any indebtedness for borrowed money in any form, together with any breakage costs, prepayment premiums or penalties becoming due as a result of the Contemplated Transactions, (b) any obligations evidenced by bonds, debentures, notes or other similar instruments, (c) any obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) any obligations as lessee under capitalized leases, (e) any indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (f) any indebtedness secured by any Encumbrance on any property or asset held by the Companies, (g) any obligations under acceptance credit, letters of credit or similar facilities to the extent drawn or called prior to the Closing, (h) any accrued interest, fees and charges with respect to the foregoing, (i) a guarantee of the obligations of any other Person, (j) any obligation under a synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, and (k) any guaranty of any of the foregoing.

(44) Decommission or Decommissioning means the retirement and removal of the Facilities from service and the restoration of the Site, as well as any planning and administrative activities incidental thereto, including: (a) reducing residual radioactivity at the Site to levels meeting the Radiological Release Criteria including those criteria that may reflect or incorporate State mandates for residual radioactivity and the management of coterminous Hazardous Substances and any other actions necessary to obtain termination of the NRC License; and (b) management and storage of Spent Nuclear Fuel until, and transfer upon, acceptance by the Department of Energy. Decommissioning shall also include compliance with 80 EAST\164092225.33

any and all terms and conditions of the settlement agreements, MOUs and similar agreements with Governmental Authorities related to the foregoing.

(45) Deductible has the meaning set forth in Section 9.3(a).

(46) Department of Energy or DOE means the United States Department of Energy and any successor agency thereto.

(47) Direct Claim has the meaning set forth in Section 9.4(d).

(48) Disclosure Schedules mean the Joint Disclosure Schedules, the Sellers Disclosure Schedules, or the Purchaser Disclosure Schedules, as applicable.

(49) Encumbrances means any mortgages, pledges, liens, security interests, conditional and installment sale agreements, activity and use limitations, conservation easements, deed restrictions, easements, charges and other encumbrances of any kind.

(50) Energy Reorganization Act means the Energy Reorganization Act of 1974, as amended.

(51) ENIP2 has the meanings set forth in Sections 1.4(d) and (e), as applicable.

(52) ENIP2 Transfer has the meaning set forth in Section 1.4(a).

(53) ENIP3 has the meanings set forth in Sections 1.4(d) and (e), as applicable.

(54) ENIP 3 Decommissioning Agreement means the ENIP 3 Decommissioning Agreement, dated November 21, 2000, among NYPA, ENIP3 and Entergy Nuclear, Inc., assigned to ENOI in the Assignment and Assumption Agreement, dated January 30, 2017, between Entergy Nuclear Operations, Inc. and Power Authority of the State of New York.

(55) ENIP3 Transfer has the meaning set forth in Section 1.4(a).

(56) ENOI means Entergy Nuclear Operations, Inc., a Delaware corporation, an affiliate of Sellers and the operator and co-licensee with the Companies under the NRC Licenses.

(57) Entergy means Entergy Corporation, a Delaware corporation.

(58) Entergy Affiliate Guarantees has the meaning set forth in Section 6.10(c).

(59) 81 EAST\164092225.33

(60) Entergy Retirement Plan means, individually and collectively, any defined benefit plan within the meaning of Section 3(35) of ERISA that is sponsored by, adopted by, participated in, or maintained by Entergy or any of its Affiliates or to which Entergy or any of its Affiliates makes contributions or is required to make contributions.

(61) Environmental Claim means any and all written claims, administrative or judicial actions, suits, orders, liens, notices of violation, notices of responsibility, complaints, requests for information, or other written communication, whether criminal, civil or administrative, asserted or threatened against Sellers, ENOI or the Companies pursuant to or relating to any applicable Environmental Law by any Governmental Authority alleging, asserting or claiming any actual or potential (a) violation of, or Liability under any Environmental Law, (b) violation of any Environmental Permit or (c) Liability for investigatory costs, cleanup costs, removal costs, remedial costs, response costs, natural resource damages, property damage, personal injury, strict liability, negligence, fines, or penalties arising out of, based on, resulting from, or related to the Release or threatened Release of any Hazardous Substances, Nuclear Materials or Mixed Substances at any location related to IPEC, including any Off-Site Location to which Hazardous Substances, Nuclear Materials or Mixed Substances or materials containing Hazardous Substances, Nuclear Materials or Mixed Substances, were sent for handling, storage, treatment or disposal.

(62) Environmental Clean-up Site means any location which is listed or formally proposed for listing on the National Priorities List or on any preliminary or similar federal or state list of sites requiring response, investigation or cleanup, or which is the subject of any action, suit, proceeding or investigation under Environmental Law which has been disclosed in writing to Sellers.

(63) Environmental Laws means all federal, state and local, civil and criminal Laws, and all principles of common law, regarding pollution or protection of the environment or human health (as it relates to exposure to Hazardous Substances, Nuclear Materials or Mixed Substances), the conservation and management of natural resources and wildlife, including Laws relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport, disposal or handling of Hazardous Substances, Nuclear Materials or Mixed Substances. Environmental Laws include the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.),

the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C.

§§ 2601 et seq.), the Endangered Species Act (16 U.S.C. §§ 1531 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) as it relates to exposure to Hazardous Substances, Nuclear Materials or Mixed Substances and all applicable state Laws analogous to any of the above. Notwithstanding the foregoing, Environmental Laws shall not include Nuclear Laws.

82 EAST\164092225.33

(64) Environmental Permit means any federal, state or local permit, certificate, license, Consent or registration required by any Governmental Authority under or in connection with any Environmental Law but excluding the NRC License.

(65) Environmental Permit Consents has the meaning set forth in Section 4.13(g).

(66) Environmental Reports has the meaning set forth in Section 4.13(h).

(67) Equity Interests has the meaning set forth in Section 1.4(e).

(68) ERISA means the Employee Retirement Income Security Act of 1974 and the applicable rules and regulations promulgated thereunder.

(69) ERISA Affiliate means any Person that together with Sellers or the Companies would be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

(70) ESI means Entergy Services, LLC., a Delaware limited liability company.

(71) Estimated Closing Statement has the meaning set forth in Section 6.21(a).

(72) Estimated Net Adjustment Amount has the meaning set forth in Section 6.21(a).

(73) Estimated Net Liabilities Amount has the meaning set forth in Section 6.21(a).

(74) Estimated Qualified Expenses Amount has the meaning set forth in Section 6.21(a).

(75) Evaluation Material has the meaning set forth in the Confidentiality Agreement.

(76) Exacerbated Liabilities means Liabilities that are caused by Purchasers or the Companies or their respective Representatives acts or omissions after the Closing which constitute negligence, gross negligence or willful misconduct, are not consistent with accepted industry practices for Decommissioning of nuclear power plant facilities, or are undertaken for a purpose that is unrelated to Decommissioning.

(77) Excess Asset Sale has the meaning set forth in Section 6.28.

(78) Excess Inventory has the meaning set forth in Section 6.13(a).

(79) Exchange Act means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

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(80) Excluded Assets has the meaning set forth in Section 6.13(a).

(81) Excluded Multi-Party Contracts has the meaning set forth in Section 6.10(e).

(82) Excluded Real Property has the meaning set forth in Section 4.9.

(83) Existing Plume means the plumes of Mixed Substances and Nuclear Materials at the Site identified in the Environmental Reports.

(84)

(85)

(86) Facility or Facilities means (a), with respect to the Companies, the Site, ISFSI, IP Units, plants, facilities, equipment, supplies and improvements in which the Companies have an ownership interest and which are used at IPEC and (b), with respect to ENIP2, means IP Unit 1 and IP Unit 2 and the other portion of the Facilities owned or co-owned 84 EAST\164092225.33

by ENIP2, and (c), with respect to ENIP3, means IP Unit 3, and the other portion of the Facilities owned or co-owned by ENIP3.

(87) FCC means the Federal Communications Commission as established by the Communications Act.

(88) Federal Power Act means the Federal Power Act, as amended.

(89) FERC means the United States Federal Energy Regulatory Commission or any successor agency thereto.

(90) Filing means any registration, declaration, notice, application, petition, certification or filing with any Governmental Authority.

(91) Final Determination means the resolution for the taxable period in question by (A) the expiration of the applicable statute of limitations on assessments for such period, as extended by agreement, (B) a decision, judgment, decree or other order by a court of competent jurisdiction, which has become final and unappealable or (C) a closing agreement or an accepted offer in compromise under Section 7121 or Section 7122 of the Code (or any similar provisions of state or local Law).

(92) Final Order has the meaning set forth in Section 8.1(a).

(93) First Party has the meaning set forth in Section 6.7.

(94) Fleet-wide Software means Software owned or licensed by ENOI, ESI or their Affiliates, used at or in connection with IPEC and at one or more other locations, or used by several or all of Entergys Affiliates for common purposes (e.g., timekeeping software), that is set forth in Section 11.1(94) of the Sellers Disclosure Schedules.

(95) Fund Assets means, with respect to any IPEC Decommissioning Trust, the cash, investment securities and other assets of in the Qualified Decommissioning Fund and the Non-Qualified Decommissioning Fund, as applicable, held in such IPEC Decommissioning Trust.

(96) Fundamental Representations has the meaning set forth in Section 9.1(a)(i).

(97) GAAP means accounting principles generally accepted in the United States.

(98) Good Industry Practices means any of the practices, methods and activities engaged in or approved by a significant portion of the nuclear generating industry in the United States during recent time periods for a nuclear generating facility that has ceased operating in anticipation of decommissioning, or any of the practices, methods or activities which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made (other than the fact that such person is in the process of selling the Facilities), would reasonably be expected to accomplish the desired result at a reasonable cost in a manner 85 EAST\164092225.33

consistent with good business practices, reliability, safety, expedition and applicable Laws.

Good Industry Practices is not intended to be limited to the optimal practices, methods or acts to the exclusion of all others, but rather is intended to include acceptable practices, methods or acts generally accepted in the United States.

(99) Governmental Authority means any federal, state, tribal or local government, governmental, regulatory or administrative agency, taxing authority, commission, department, board or other governmental or political subdivision, court, tribunal, judicial or arbitral or other governmental authority (including an antitrust agency).

(100) Governmental Order means any order, writ, judgment, injunction, decree, stipulation, determination, settlement agreement or similar written agreement, or award entered by or with any Governmental Authority.

(101) Greater than Class C Waste means all radioactive waste located at IPEC that contains radionuclide concentrations exceeding the values in Table 1 or Table 2 of 10 C.F.R.

§ 61.55, and therefore is currently not generally acceptable for disposal at existing (near surface) low level radioactive waste disposal facilities and any such radioactive waste created during the course of Decommissioning.

(102) Ground Lease has the meaning set forth in Section 4.9.

(103) Guaranteed Obligations has the meaning set forth in Section 12.4.

(104) Hazardous Substances means (a) any petroleum, asbestos, asbestos-containing material, urea formaldehyde foam insulation, lead based paint and polychlorinated biphenyls and transformers or other equipment that contains polychlorinated biphenyls or polychlorinated biphenyl-containing equipment, (b) any chemicals, wastes, materials or substances defined as or included in the definition of, or regulated as, hazardous substances, hazardous wastes, hazardous materials, hazardous constituents, restricted hazardous materials, extremely hazardous substances, toxic substances, contaminants, pollutants, toxic pollutants, hazardous air pollutants or words of similar meaning and regulatory effect under any applicable Environmental Law, and (c) any other chemical, material or substance, the exposure to which is prohibited, limited or regulated by an applicable Environmental Law; excluding, however, any Nuclear Material to the extent regulated under any Nuclear Laws.

(105) High Level Waste means (a) irradiated nuclear reactor fuel, (b) liquid wastes resulting from the operation of the first cycle solvent extraction system, or its equivalent, and the concentrated wastes from subsequent extraction cycles, or their equivalent, in a facility for reprocessing irradiated reactor fuel, (c) solids into which such liquid wastes have been converted, or (d) any other material containing radioactive nuclides in concentrations or quantities that exceed NRC requirements for classification as Low Level Waste.

(106) High Level Waste Repository means a facility which is designed, constructed and operated by or on behalf of the Department of Energy for the storage and disposal of Spent Nuclear Fuel and other High Level Waste in accordance with the requirements set forth in the Nuclear Waste Policy Act or subsequent legislation.

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(107) In-house Software means Software created by or on behalf of ENOI or ESI, owned by ENOI or ESI and used at or in connection with IPEC that is set forth in Section 11.1(107) of the Sellers Disclosure Schedules.

(108) In-Scope Employee has the meaning set forth in Section 6.24(a).

(109) Included Multi-Party Contracts has the meaning set forth in Section 6.10(e).

(110) Income Tax means any federal, state, local or foreign Tax (a) based upon, measured by or calculated with respect to net income, profits or receipts (including, capital gains Taxes and minimum Taxes) or (b) based upon, measured by or calculated with respect to multiple bases (including corporate franchise Taxes) if one or more of the bases on which such Tax may be based, measured by or calculated with respect to, is described in clause (a), in each case together with any interest, penalties or additions to such Tax.

(111) Indemnified Party means any Person asserting a claim for indemnification under any provision of Article 9.

(112) Indemnified Person (and the corresponding term Indemnified Persons) has the meaning set forth in Section 6.11(a).

(113) Indemnifying Party means any Person against whom a claim for indemnification is being asserted under any provision of Article 9.

(114) Indian Point 2 Seller has the meaning set forth in the Preamble.

(115) Indian Point 3 Seller has the meaning set forth in the Preamble.

(116) Initial Regulatory Commitments has the meaning set forth in Section 6.4(m).

(117) Insurance Policies has the meaning set forth in Section 4.12.

(118) Intellectual Property means all United States intellectual property rights, including (a) all patents and inventions (whether patentable or unpatentable, draft, pending or abandoned, and whether or not reduced to practice); (b) all trademarks, service marks, trade names, trade dress, domain names, logos or other source indicators, and the goodwill of the business symbolized thereby; (c) all copyrights and copyrightable works (including all website content, documentation, advertising copy, marketing materials, specifications, translations, drawings, graphics and software); (d) all registrations, applications, provisionals, continuations, continuations-in-part, divisional, re-examinations, re-issues, renewals, foreign counterparts and similar rights with respect to any of the foregoing in (a) through (c); and (e) all trade secrets (including ideas, source code, object code, invention disclosure statements, databases, research and development, processes, know-how, technology, tools, methods, product road maps, technical data, designs, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals).

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(119) Interest Rate means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under Money Rates on such day (or if not published on such day on the most recent preceding day on which published) and (b) the maximum rate permitted by applicable Law.

(120) Interim Period has the meaning set forth in Section 6.1(a).

(121) Investment Protocol has the meaning set forth in Section 6.8(a).

(122) IP Unit means IP Unit 1, IP Unit 2 or IP Unit 3, as applicable.

(123) IP Unit 1 has the meaning set forth in the Recitals.

(124) IP Unit 2 has the meaning set forth in the Recitals.

(125) IP Unit 3 has the meaning set forth in the Recitals.

(126) IP Unit 3 Decommissioning Trust #1 means the decommissioning trust maintained by ENOI since January 30, 2017 (as successor to NYPA) for the Decommissioning of IP Unit 3 and prior to September 22, 2016 the JAF NPS under the IP Unit 3 Decommissioning Trust Agreement #1 with the independent fiduciary trustee and consisting of a Non-Qualified Decommissioning Fund (127) IP Unit 3 Decommissioning Trust #2 means the decommissioning trust maintained by ENIP3 since September 22, 2016 for the Decommissioning of IP Unit 3 with the independent fiduciary trustee and consisting of a Qualified Decommissioning Fund and Non-Qualified Decommissioning Fund.

(128) IP Unit 3 Decommissioning Trust Agreement #1 means the Master Decommissioning Trust Agreement, dated July 25, 1990, by and between NYPA and The Bank of New York, as trustee, as amended from time to time. ENOI succeeded to all rights, obligations and beneficial interests of NYPA in the IP Unit 3 Decommissioning Trust Agreement

1. 1 in the Third Amendment thereto dated as of March 10, 2017.

(129) IP Unit 3 Decommissioning Trust Agreement #2 means the Master Decommissioning Trust Agreement, dated September 22, 2016, by and between ENIP3 and The Bank of New York Mellon, as trustee, as amended from time to time.

(130) IP Units 1 & 2 Decommissioning Trust means the nuclear decommissioning trust maintained by ENIP2 since 2001 with separate sub-accounts dedicated to the Decommissioning of IP Unit 1 and IP Unit 2 under the IP Units 1 & 2 Decommissioning Trust Agreement with the independent fiduciary trustee and consisting of a Qualified Decommissioning Fund and Non-Qualified Decommissioning Fund for each sub-account.

(131) IP Units 1 & 2 Decommissioning Trust Agreement means the Master Decommissioning Trust Agreement, made as of August 30, 2001, by and between ENIP2 and Mellon Bank, N.A., as trustee, as amended from time to time.

88 EAST\164092225.33

(132) IP Units 1 & 2 Provisional Decommissioning Trust Agreement means the Provisional Decommissioning Trust Agreement, dated as of August 30, 2001, by and between ENIP2 and Mellon Bank, N.A. as trustee, as amended from time to time.

(133) IP2 Equity Interests means all of the issued and outstanding limited liability company interests of ENIP2, consisting as of this date Class A Units and Class B Units.

(134) IP3 Equity Interests means all of the issued and outstanding limited liability company interests of ENIP3.

(135) IPEC has the meaning set forth in the Recitals.

(136) IPEC Agreements has the meaning set forth in Section 4.16(a).

(137) IPEC Agreement Consents has the meaning set forth in Section 4.16(b).

(138) IPEC Consents means the IPEC Agreement Consents, the Lease Consents and the Environmental Permit Consents.

(139) IPEC Decommissioning Fund means any Qualified Decommissioning Fund or Non-Qualified Decommissioning Fund of any IPEC Decommissioning Trust, as applicable.

(140) IPEC Decommissioning Trust means any of (a) the IP Units 1 & 2 Decommissioning Trust, (b) the IP Units 1 & 2 Provisional Decommissioning Trust, (c) the IP Unit 3 Decommissioning Trust #1, and (d) the IP Unit 3 Decommissioning Trust #2, as applicable.

(141) IPEC Decommissioning Trust Agreement means any of (a) IP Units 1 &

2 Decommissioning Trust Agreement, (b) IP Units 1 & 2 Provisional Decommissioning Trust Agreement, (c) IP Unit 3 Decommissioning Trust Agreement #1, and (d) IP Unit 3 Decommissioning Trust Agreement #2, as applicable.

(142) IPEC Employee means as of any relevant time (a) an employee of the Companies, ENOI or any of their Affiliates employed at IPEC or the Site and (b) the individuals identified on Section 11.1(142) of the Sellers Disclosure Schedules.

(143) IPEC Equity Interests has the meaning set forth in Section 1.4(c).

(144) IPEC Transer has the meaning set forth in Section 1.4(a).

(145) IRS means the United States Internal Revenue Service or any successor agency thereto.

(146) ISFSI means the Independent Spent Fuel Storage Installation designed and constructed (including any future Independent Spent Facility Storage Installation of the Site) for the interim storage of Spent Nuclear Fuel in casks located or to be located at the Site, 89 EAST\164092225.33

including all the components and systems associated with the containers in which the Spent Nuclear Fuel is stored.

(147) IT Transition Plan has the meaning set forth in Section 6.15(a).

(148) JAF NPS means the James A. FitzPatrick nuclear power station in Oswego, NY.

(149) Joint Disclosure Schedules means the Disclosure Schedules delivered jointly by Sellers and Purchaser on the date of this Agreement.

(150) Knowledge or Know or words of similar effect means the following:

with respect to Sellers, the actual knowledge (after reasonable inquiry) of a particular fact or other matter by any of the individuals as set forth in Section 11.1(150) of the Sellers Disclosure Schedules; with respect to Purchaser, the actual knowledge (after reasonable inquiry) of a particular fact or other matter by any of the individuals as set forth in Section 11.1(150) of the Purchaser Disclosure Schedules.

(151) Law means all laws (including under the common law), rules, regulations, codes, statutes, ordinances, judgments, decrees, treaties and Governmental Orders.

(152) Lease has the meaning set forth in Section 4.10.

(153) Lease Consents has the meaning set forth in Section 4.10.

(154) Leave Employee has the meaning set forth in Section 6.24(j).

(155) Leave Return Date has the meaning set forth in Section 6.24(j).

(156) Legacy Agreement has the meaning set forth in Section 6.10(g).

(157) Liability means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

(158) Loss means any and all damages, fines, penalties, deficiencies, losses, capital expenditures, Liabilities and expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, Taxes, default or assessment and specifically excluding any consequential damages or loss of profits) whether or not involving a Third Party Claim.

(159) Low Level Waste means radioactive material that: (a) is neither High Level Waste nor Spent Nuclear Fuel and (b) the NRC, consistent with existing Law and in accordance with clause (a) of this definition, classifies as low-level radioactive waste.

(160) made available means that such information or documentation was provided in the Data Room in a folder to which Purchaser or its Representatives had access as of 90 EAST\164092225.33

one (1) Business Day prior to the execution of this Agreement, an index of which is attached hereto as Exhibit A.

(161) Material Licensed Intellectual Property has the meaning set forth in Section 4.11(a).

(162) Membership Interest Assignment Agreement means the Membership Interest Assignment Agreement in the form substantially attached to this Agreement as Exhibit B.

(163) Mixed Substances means any Hazardous Substance that has been combined with or mixed with any Nuclear Material.

(164) Model Balance Sheet means the Balance Sheet as updated by the Companies in connection with the Closing.

(165) MOUs means the documents designated as MOUs in Section 6.19 of the Sellers Disclosure Schedules.

(166) Multi-Party Contracts means the IPEC Agreements to which any Company, an Affiliate of any Company (other than any other Company) and a Third Party are each a party.

(167) Negotiation Period has the meaning set forth in Section 6.14(b)(i).

(168) Net Adjustment Amount has the meaning set forth in Section 6.22(d)(i).

(169) New Companies has the meaning set forth in Section 1.4(a).

(170) New ENIP2 has the meaning set forth in Section 1.4(a).

(171)

(172) New ENIP3 has the meaning set forth in Section 1.4(a).

(173)

(174)

(175)

(176) Non-Qualified Decommissioning Fund means a fund authorized by the applicable IPEC Decommissioning Trust Agreement to be held within such IPEC Decommissioning Trust that does not meet the requirements of Code § 468A and Treas. Reg.

§ 1.468A-5 and is treated as a grantor trust for Income Tax purposes under Treas. Reg.

§§ 1.671-1.678. The Non-Qualified Decommissioning Fund is construed as a separate state law trust that is maintained by the applicable Company (or, if prior to the transactions contemplated by Section 6.23(a), ENOI) with respect to the Facilities prior to the Closing.

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(177) Net Liabilities has the meaning set forth in Section 6.22(d)(ii).

(178) Net Liabilities Amount has the meaning set forth in Section 6.22(d)(iii).

(179) Net Liabilities Adjustment Schedule has the meaning set forth in Section 6.22(d)(ii).

(180) NRC means the United States Nuclear Regulatory Commission and any successor agency thereto.

(181) NRC Application has the meaning set forth in Section 6.4(c).

(182) NRC License means, (a) with respect to ENIP2 the Renewed Facility Operating License No. DPR-26 and any amendments thereto on the basis of which ENIP2 and ENOI are authorized to own, possess and operate its Facility and its Nuclear Material prior to the Closing Date (the IP2 NRC License) and on the basis ENIP2 and Purchaser Operator, under the ownership of Purchaser and subject to the approval contemplated under Section 6.4(c), are authorized to own and possess such Facility and Nuclear Material on and after the Closing Date, (b) with respect to ENIP3 the Renewed Facility Operating License No. DPR-64 and any amendments thereto on the basis of which ENIP3 and ENOI are authorized to own, possess and operate its Facility and its Nuclear Material prior to the Closing Date (the IP3 NRC License) and on the basis ENIP3 and Purchaser Operator, under the ownership of Purchaser and subject to the approval contemplated under Section 6.4(c), are authorized to own and possess such Facility and Nuclear Material on and after the Closing Date , and (c) with respect to the Companies collectively, both (a) and (b), as applicable.

(183) Nuclear Fuel means any Source Material, Special Nuclear Material or Byproduct Material, including any ores, mined or un-mined, uranium concentrates, natural or enriched uranium hexafluoride or any other material in process containing uranium, and any fuel assemblies or parts thereof, any of which are required for the generation of electricity.

(184) Nuclear Insurance Policies means the insurance policies designated as Nuclear in Section 4.12 of the Sellers Disclosure Schedules.

(185) Nuclear Laws means all Laws relating to the regulation of nuclear power plants, Source Material, Byproduct Material and Special Nuclear Materials; the regulation of Low Level Waste and High Level Waste; the transportation and storage of Nuclear Materials or Mixed Substances; the regulation of Safeguards Information; the regulation of Nuclear Fuel; the enrichment of uranium; the disposal and storage of High Level Waste, Low Level Waste and Spent Nuclear Fuel; contracts for and payments into the Nuclear Waste Fund; and, as applicable, the antitrust laws and the Federal Trade Commission Act to specified activities or proposed activities of certain licensees of commercial nuclear reactors, but shall not include Environmental Laws. Nuclear Laws include the Atomic Energy Act, the Price-Anderson Act; the Energy Reorganization Act (42 U.S.C. § 5801 et seq.); Convention on the Physical Protection of Nuclear Material Implementation Act of 1982 (Public Law 97-351; 96 Stat. 1663); the Foreign Assistance Act of 1961 (22 U.S.C. § 2429 et seq.) the Nuclear Waste Policy Act (42 U.S.C. § 10101 et seq. as amended); the Low-Level Radioactive Waste Policy Amendments Act of 1985 (42 U.S.C. § 2021d, 471); the Energy Policy Act of 1992 (4 U.S.C. § 13201 et seq.); the 92 EAST\164092225.33

Energy Policy Act of 2005; the provisions of 10 C.F.R. § 73.21; and any state or local Law analogous to the foregoing.

(186) Nuclear Material means Source Material, Special Nuclear Material, Low Level Waste, Greater than Class C Waste, High Level Waste, Byproduct Material and Spent Nuclear Fuel (including, for the avoidance of doubt, Tritium and Strontium).

(187) Nuclear Waste Fund means the fund established by the Department of Energy under the Nuclear Waste Policy Act in which the Spent Nuclear Fuel Fees to be used for the design, construction and operation of a High Level Waste Repository and other activities related to the storage and disposal of Spent Nuclear Fuel and/or High Level Waste are deposited.

(188) Nuclear Waste Policy Act means the Nuclear Waste Policy Act of 1982, as amended.

(189) NYISO means the New York Independent System Operator.

(190) NYPA means the Power Authority of the State of New York d/b/a the New York Power Authority.

(191)

(192) NYPA Employee means In-Scope Employee who is also a Transferred Employee within the meaning of Section 5.7(a)(i) of the NYPA Prior Acquisition Agreement.

(193) NYPA Prior Acquisition Agreement means the Purchase and Sale Agreement, dated March 28, 2000, between ENIP3, Entergy Nuclear FitzPatrick, LLC, and NYPA, and any other agreement entered into in connection therewith (as may be amended or modified consistent with Section 6.24(l)).

(194) NYPSC means the New York Public Service Commission or any successor agency thereto.

(195) NYSDEC means the New York State Department of Environmental Conservation.

(196) NYSERS means the New York State and Local Employees Retirement System as in effect from time to time.

(197) Observers has the meaning set forth in Section 6.2(b).

(198) Off-Site Location means any location other than (i) the Site or (ii) any property or location that has been impacted by the migration, release or discharge from the Site of Hazardous Substances, Nuclear Materials or Mixed Substances.

(199) Organizational Documents means a Persons charter, articles of organization, certificate of incorporation, certificate of formation, limited liability company 93 EAST\164092225.33

agreement, partnership agreement, by-laws or other similar organizational documents, as applicable.

(200) Owned Intellectual Property has the meaning set forth in Section 4.11(a) with respect to each Company or collectively, as applicable.

(201) Owned Real Property has the meaning set forth in Section 4.9.

(202) Parent has the meaning set forth in the Preamble.

(203)

(204) Partial Decommissioning Date means the date the approval is obtained to release pursuant to 10 C.F.R. section 50.83 all portions of the Site other than the ISFSI after submission of a request submitted pursuant to 10 C.F.R. section 50.12 to be exempted from the requirements of 10 C.F.R. 50.82(a)(8)(i)(A).

(205) Party (and the corresponding term Parties) has the meaning set forth in the Preamble.

(206) PBGC means the Pension Benefit Guaranty Corporation or any successor agency thereto.

(207) Pending DOE Claim means, (a) with respect to ENIP2, the claim to be filed or as filed by ENIP2 against the DOE for damages incurred by ENIP2 from January 1, 2014 to June 30, 2019 against the United States before the U.S. Court of Federal Claims resulting from the DOEs failure to commence removal, transportation, acceptance or any delay in accepting Spent Nuclear Fuel pursuant to the Standard Spent Fuel Disposal Contract and the Nuclear Waste Policy Act and any subsequent claim filed on behalf of, or judgment in favor of, ENIP2 for damages incurred since July 1, 2019 up to and through the Closing Date, including damages resulting from liabilities arising prior to the Closing Date but which are paid by Sellers on a date after the Closing Date, (b) with respect to ENIP3, the claim filed by ENIP3 against the DOE for damages incurred by ENIP3 from July 1, 2013 to June 30, 2019 against the United States before the U.S. Court of Federal Claims resulting from the DOEs failure to commence removal, transportation, acceptance or any delay in accepting Spent Nuclear Fuel pursuant to the Standard Spent Fuel Disposal Contract and the Nuclear Waste Policy Act and any subsequent claim filed on behalf of, or judgment in favor of, ENIP3 for damages incurred since July 1, 2019 up to and through Closing Date, including damages resulting from liabilities arising prior to the Closing Date but which are paid by Sellers on a date after the Closing Date, and (c) with respect to the Companies collectively, both (a) and (b), as applicable; provided, however, the Pending DOE Claim will not include any damages associated with Sellers, Companies, or their Affiliates payments and costs for spent fuel management that, prior to the Closing, have been reimbursed from the IPEC Decommissioning Trust?it being the Parties intention that Purchaser and Companies shall retain, after the Closing, all rights to pursue and retain any damages from DOE in connection with the same, notwithstanding the fact that such costs may have been incurred prior to Closing.

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(208) Pension Plan means each employee benefit plan (whether or not qualifying as a Benefit Plan) maintained by any entity that, prior to Closing, is an ERISA Affiliate of the Companies, or to which any entity that, prior to Closing, is an ERISA Affiliate of the Companies contributes or has an obligation to contribute, or with respect to which the Companies has any Liability, that is a defined benefit plan subject to Section 302 of ERISA or Section 412 of the Code, excluding for this purpose any such plan that is sponsored or maintained by Purchaser or the Companies or any of its or their Affiliates following the Closing.

(209) Permits means any permit, certificate, license, Consent, approval, exemption, registration, franchise or similar authorization issued, made, required or rendered by any Governmental Authority that possesses competent jurisdiction, other than the NRC Licenses and Environmental Permits.

(210) Permitted Encumbrances means: (a) those exceptions to title to Owned Real Property set forth in Section 4.9(a) of the Sellers Disclosure Schedules with respect to Owned Real Property; (b) statutory liens for Taxes or other governmental charges or assessments not yet due or delinquent or the validity of which is being contested in good faith and for which adequate reserves have been specifically set aside on the Companies financial statements; (c) mechanics, materialmens, carriers, workers, repairers and other similar liens arising or incurred in the ordinary course of business as do not materially impair the present use and enjoyment of the asset or property subject thereto or affected thereby; (d) zoning, entitlement, conservation restriction and other land use and environmental regulations imposed by Governmental Authorities as do not, individually or in the aggregate, materially impair the present use and enjoyment of the asset or property subject thereto or affected thereby; (e) easements, restrictions, covenants and other matters of record as do not, individually or in the aggregate, materially impair the present use and enjoyment of the asset or property subject thereto or affected thereby, and the covenants and restrictions set forth in this Agreement or in any of the Transaction Documents; and (f) those Encumbrances identified on the deeds, mortgages, deeds of trust, surveys and title insurance policies or commitments with respect to the Owned Real Property (including the standard printed exceptions).

(211) Person means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, association or other entity, or Governmental Authority or any department or agency thereof.

(212) PLL Insurance has the meaning set forth in Section 6.16(b).

(213) Post-Signing Event has the meaning set forth in Section 6.14(a).

(214) Pre-Closing Contracts has the meaning set forth in Section 6.29(a).

(215) Pre-Closing Contract Purchaser Breach means any material breach by Purchaser or the applicable Purchaser Affiliate of any of its representations, warranties or covenants or other agreements in any Pre-Closing Contract that would reasonably be expected to prevent or materially impair or delay the ability to consummate the Contemplated Transactions.

(216) 95 EAST\164092225.33

(217) Pre-Closing Tax Period has the meaning set forth in Section 7.1.

(218) Pre-Closing Work Contract has the meaning set forth in Section 6.29(a).

(219) Pre-Planning Contract has the meaning set forth in Section 6.29(a).

(220) Pre-Signing Event has the meaning set forth in Section 6.14(a).

(221) Price-Anderson Act means Section 170 of the Atomic Energy Act and related provisions of Section 11 of the Atomic Energy Act.

(222)

(223) Protected Area means the portions of the Site enclosed by the 10 C.F.R.

§ 73.55(e)(8) protected area boundary, as such boundary exists on the execution date of this Agreement.

(224) Public Utility Holding Company Act means the Public Utility Holding Company Act of 2005, enacted as part of the Energy Policy Act of 2005, Pub. L. No. 109-58, as codified at Section 1261 et seq., and the regulations adopted thereunder as amended, modified, supplemented or replaced from time to time.

(225) Purchase Price has the meaning set forth in Section 1.2.

(226) Purchaser has the meaning set forth in the Preamble.

(227) Purchaser Burdensome Condition has the meaning set forth in Section 6.4(j).

(228) Purchaser Disclosure Schedules means the Disclosure Schedules delivered by Purchaser to Sellers on the date of this Agreement.

(229) 96 EAST\164092225.33

(230) Purchaser Indemnified Parties means the Purchaser Parties and their Affiliates and each of their respective Representatives.

(231)

(232) Purchaser Operator means Holtec Decommissioning International, LLC, a limited liability company and wholly-owned Affiliate of Parent.

(233) Purchaser Parties means Purchaser and Parent.

(234) Purchaser Retirement Plan means a plan maintained by Purchaser or one of its Affiliates that is a defined benefit plan within the meaning of Section 3(35) of ERISA.

(235) Purchaser Savings Plan has the meaning set forth in Section 6.24(i).

(236) Purchaser Welfare Benefit Plans has the meaning set forth in Section 6.24(g).

(237) Qualified Decommissioning Fund means a fund that meets the requirements of Code § 468A and Treas. Reg. § 1.468A-5 and maintained in accordance with Treas. Reg. §§ 1.468A-1 through 1.468A-9, which is authorized by the applicable IPEC Decommissioning Trust Agreement to be held within such IPEC Decommissioning Trust. The Qualified Decommissioning Fund is construed as a separate state law trust that is maintained by the applicable Company (or, if prior to the transactions contemplated by Section 6.23(a), ENOI) with respect to its Facilities prior to the Closing.

(238) Qualified Expenses has the meaning set forth in Section 6.22(d)(iv).

(239) Qualified Expenses Amount has the meaning set forth in Section 6.22(d)(v).

(240) Radiological Release Criteria means (i) the levels of radioactivity that permit release of the Site for unrestricted release pursuant to 10 C.F.R. § 20.1402 and (ii) any 97 EAST\164092225.33

lower levels of radioactivity to which IPEC must be remediated in accordance with all applicable Laws and agreements with Governmental Authorities.

(241) Reactor Buildings means IPEC structures housing the reactors and spent nuclear fuel pool as of the date of this Agreement.

(242) Regulatory Books and Records has the meaning set forth in Section 6.15(b).

(243) Regulatory Commitment has the meaning set forth in Section 6.4(i).

(244) Release means any spilling, leaking, pumping, pouring, emitting, migration, emptying, discharging, injecting, escaping, leaching, dumping or disposing of a material into the environment.

(245) Representatives of a Person means, collectively, such Persons Affiliates and its and their managers, directors, officers, employees, agents, partners, representatives, advisors (including accountants, counsel, environmental consultants, engineering consultants, financial advisors, governmental and public relations advisors and other authorized representatives) and parents and other controlling Persons.

(246) Required Operating Order has the meaning set forth in Section 6.27(a).

(247) Required Regulatory Approvals means, collectively, the Filings and Consents of all Governmental Authorities set forth in Section 3.4(b) of the Sellers Disclosure Schedules necessary for the Parties to execute and deliver this Agreement and the Transaction Documents, as applicable, and for the Parties to consummate the Contemplated Transactions.

(248) Resolution Period has the meaning set forth in Section 6.21(a).

(249) 98 EAST\164092225.33

(250) Safeguards Information means information not otherwise classified as national security information or restricted data under NRCs regulations which specifically identifies an NRC licensees detailed (a) security measures for the physical protection of Special Nuclear Material or (b) security measures for the physical protection and location of certain plant equipment vital to the safety of production or utilization facilities.

(251) Schedule of Deduction Amounts has the meaning set forth in Section 4.20(d).

(252) Schedule of Ruling Amounts has the meaning set forth in Section 4.20(c).

(253) Schedule Update has the meaning set forth in Section 6.14(a).

(254) Scheduled Intellectual Property has the meaning set forth in Section 4.11(a).

(255) Schedules means the Sellers Disclosure Schedules, the Purchaser Disclosure Schedules or the Joint Disclosure Schedules.

(256) Second Party has the meaning set forth in Section 6.7.

(257) Securities Act means the Securities Act of 1933, as amended.

(258)

(259)

(260) Seller has the meaning set forth in the Preamble (as modified by Section 1.4(e)).

(261) Seller Parties means Sellers and the Companies.

(262) Sellers Burdensome Condition has the meaning set forth in Section 6.4(i).

(263) Sellers Counsel has the meaning set forth in Section 12.3(a).

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(264) Sellers Disclosure Schedules means the Disclosure Schedules delivered by Sellers to Purchaser on the date of this Agreement.

(265)

(266) Sellers Indemnified Parties means Sellers and their Affiliates (including ENOI) and each of their respective Representatives.

(267)

(268) Sellers Savings Plan has the meaning set forth in Section 6.24(i).

(269) Service Marks means the service marks, trademarks, graphics and copyrights that are set forth in Section 11.1(268) of the Sellers Disclosure Schedules.

(270) Site means the parcels of land included in the Owned Real Property of the Companies. Any reference to the Site shall include, by definition, the surface and subsurface elements, including the soils and groundwater present at the Site and any references to items at the Site shall include all items at, in, on, upon, over, across, under and within the Site.

(271) Software means computer programs (in object code form only) and may include related documentation such as user manuals and training materials.

(272) Source Material means: (a) uranium or thorium, or any combination thereof, in any physical or chemical form or (b) ores which contain by weight one-twentieth of one percent (0.05%) or more of (i) uranium, (ii) thorium or (iii) any combination thereof. Source Material does not include Special Nuclear Material.

(273) SNF Management Expenses means all costs and expenses incurred in connection with the existing ISFSI operations and any new dry fuel storage campaign for IPEC.

(274) Special Nuclear Material means plutonium, uranium-233, uranium enriched in the isotope-233 or in the isotope-235, and any other material that the NRC determines to be Special Nuclear Material. Special Nuclear Material also refers to any material artificially enriched by any of the above-listed materials or isotopes.

(275) Spent Fuel Management Contract means, collectively, the Agreement for Dry Fuel Storage Construction Projects, Supply of Cask Systems, & DFS Services between ENIP2 and Holtec International, dated March 1, 2019 (Agreement No. 10575272), and the Agreement for Dry Fuel Storage Construction Projects, Supply of Cask Systems, & DFS 100 EAST\164092225.33

Services between ENIP3 and Holtec International, dated March 1, 2019 (Agreement No.

10575273).

(276) Spent Fuel Support Areas means areas, structures, and systems within the Protected Area that house, encompass, or contain systems or components that are necessary to maintain operation of the spent fuel pool in accordance with applicable safety and regulatory requirements, but excluding the Reactor Building.

(277) Spent Nuclear Fuel means fuel that has been permanently withdrawn from IPEC nuclear reactor following irradiation, Nonfuel Components as defined in the Standard Spent Fuel Disposal Contract, and any material generated at IPEC classified as High Level Waste. Spent Nuclear Fuel includes the Special Nuclear Material, Byproduct Material, Source Material and other radioactive materials associated with Nuclear Fuel assemblies. For purposes of this Agreement, Spent Nuclear Fuel also includes Greater than Class C Waste.

(278) Spent Nuclear Fuel Fees means those fees assessed on electricity generated at nuclear power electric generation facilities and sold pursuant to the Standard Spent Fuel Disposal Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961, as the same may be amended from time to time.

(279) Staffing Phase 1 means the period of time after the permanent shutdown of IPEC until the commencement of Staffing Phase 2.

(280) Staffing Phase 2 means the period of time commencing at the Zirconium Fire Risk Reduction.

(281) Standard Spent Fuel Disposal Contract (a), with respect to ENIP2, the Contract for Disposal of Spent Nuclear Fuel and/or High Level Waste, No. DE-CR01 NE44373, dated as of June 17, 1983, entered into between ConEd and the United States, represented by DOE, as assigned to ENIP2 by ConEd on September 6, 2001, (b), with respect to ENIP3, the Contract for Disposal of Spent Nuclear Fuel and/or High Level Waste, No. DE-CR01-83NE-44407 IP3, dated as of June 20, 1983, entered into between NYPA and the United States, represented by DOE, as assigned to ENIP3 by NYPA on November 21, 2000, and (c) with respect to the Companies collectively, both (a) and (b), as applicable.

(282) State Agreement means an enforceable and binding written agreement (in a formal proceeding or otherwise) with NYSDEC that confirms that NYSDEC has reviewed and preliminarily approved the plan for Decommissioning submitted by Purchaser as consistent with the standards, criteria, or guidance existing under applicable Environmental Law or written NYSDEC guidance as of the time of such State Agreement and that addresses the relevant approvals, permits, cleanup standards, and timelines necessary to enable implementation of Purchasers post-Closing Decommissioning plan. For the avoidance of doubt, such agreement(a) may be in the form of an administratively or judicially approved order, and (b) may be subject to reasonable and customary reservations of rights and/or exceptions that authorize NYSDEC or the State of New York to revise the agreement in the event of the discovery of previously unknown site conditions or as may be necessary to protect human health or the environment.

(283) Straddle Period has the meaning set forth in Section 7.2.

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(284) Subsequent DOE Claims means, with respect to any Company, any action against the United States resulting from the Department of Energys failure to commence removal, transportation, acceptance or any delay in accepting Spent Nuclear Fuel pursuant to its Standard Spent Fuel Disposal Contract and the Nuclear Waste Policy Act for damages incurred by such Company (i) from the Closing Date thereafter (which may, for the avoidance of doubt, include any action thereto filed by such Company prior to the Closing) and (ii) in connection with Sellers, the Companies, or their Affiliates payments and costs for spent fuel management that, prior to the Closing, have been reimbursed from the IPEC Decommissioning Trusts; provided, however, that the Subsequent DOE Claims shall not include the Pending DOE Claim.

(285) Subsidiary means, with respect to any Person, any other Person of which at least a majority of the securities or other ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries; provided, however, that the IPEC Decommissioning Trusts (including any Qualified Decommissioning Fund) shall not be deemed a Subsidiary of any Company under this Agreement.

(286) Tangible Personal Property means all machinery, mobile or otherwise, equipment (including computer hardware and software and communications equipment),

vehicles, tools, spare parts, fixtures, furniture and furnishing and other personal property owned by the Companies relating to the Facilities or otherwise used in the ordinary course of business.

(287) Target Employee means, subject to Section 6.24(j), (i) any employee of the Companies, ENOI or any of their Affiliates employed at IPEC or the Site immediately prior to the Closing and required for the ownership and maintenance of the Facilities during Staffing Phase 1 or thereafter, as determined by Sellers, and (ii) each IPEC Employee in the positions set forth on Section 6.24(a) of the Sellers Disclosure Schedules who is employed by Sellers, ENOI, ESI or any of their Affiliates immediately prior to the Closing as required for the ownership and maintenance of the Facilities during Staffing Phase 1 or thereafter.

(288) Tax or Taxes means all taxes, charges, fees, levies, penalties or other assessments imposed by any federal, state, local, provincial or foreign taxing authority, including Income Tax, gross receipts, excise, real or personal property, sales, use, transfer, customs, duties, franchise, payroll, withholding, social security, receipts, license, stamp, occupation, employment, or any tax based upon, measured by or calculated with respect to the generation of electricity or other taxes, including any interest, penalties or additions attributable thereto, and any payments to any state, local, provincial or foreign taxing authorities in lieu of any such taxes, charges, fees, levies or assessments.

(289) Tax Contest has the meaning set forth in Section 7.4(b).

(290) Tax Return means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) required to be supplied to any Governmental Authority with respect to Taxes, including amendments thereto, including any return filed by any IPEC Decommissioning Trust or any Qualified Decommissioning Fund.

102 EAST\164092225.33

(291) Termination Date has the meaning set forth in Section 10.1(b).

(292) Third Party means any Person other than Purchaser, Parent, Sellers, the Companies and their respective Affiliates.

(293) Third Party Claim has the meaning set forth in Section 9.4(a).

(294) Third-party Software means Software licensed to any Company from Third Parties and used at or in connection with IPEC that is set forth in Section 11.1(293) of the Sellers Disclosure Schedules.

(295) Transaction Documents means the Membership Interest Assignment Agreements, the Transition Services Agreement and each other agreement, document, certificate or instrument required to be delivered by the Parties pursuant to this Agreement.

(296) Transfer Taxes means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, equity transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Authority in connection with the Contemplated Transactions, including any payments made in lieu of any such Taxes or governmental charges which become payable in connection with the Contemplated Transactions.

(297) Transferred Employee has the meaning set forth in Section 6.24(b).

(298) Transition Advisory Committee has the meaning set forth in Section 6.2(a).

(299) Transition Services Agreement means the Transition Services Agreement, substantially in the form of Exhibit D, to be entered into among the Companies and ENOI at the Closing.

(300) Union Employees has the meaning set forth in Section 6.24(a).

(301) WARN Act means the Worker Adjustment and Retraining Notification Act of 1988, as amended.

(302) Zirconium Fire Risk Reduction means, at IPEC, it would take ten (10) hours or more for a zirconium fire to start or for significant fission product releases to begin once fuel was fully uncovered and the fuel was cooled by an air flow of about two building volumes per hour.

Section 11.2 Construction. In construing this Agreement, together with the Schedules and Exhibits hereto, the following principles shall be followed:

(a) capitalized terms used shall have the meanings specified in this Article 11; 103 EAST\164092225.33

(b) the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine and neuter; (c) except as otherwise set forth herein, references to Articles, Sections, Schedules, Exhibits and other subdivisions refer to the Articles, Sections, Schedules, Exhibits and other subdivisions of this Agreement; (d) the terms herein, hereof, hereby, hereunder and other similar terms refer to this Agreement as a whole and not only to the particular Article, Section or other subdivision in which any such terms may be employed; (e) the terms includes and including and their syntactical variants mean includes, but is not limited to and including, without limitation, and corresponding syntactical variant expressions; (f) when calculating the period of time before which, within which or after which any act is to be done or step taken pursuant to this Agreement, (i) the date that is the reference date in calculating such period shall be excluded and (ii) if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. All references in this Agreement to a number of days are to such number of calendar days unless Business Days are specified; (g) references to any Person (including any Governmental Authority) shall include such Persons predecessors, successors and permitted assigns unless otherwise specifically provided herein; (h) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (i) references herein to any Law or to any contract or other agreement shall be to such Law, contract or other agreement as amended, supplemented or modified from time to time unless otherwise specifically provided herein; (j) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event of an ambiguity or question or interpretation, this Agreement shall be construed as jointly drafted by the Parties with no presumption or burden by virtue of authorship of any provision in the Agreement; and (k) the term material to any Company, material to the Companies shall mean material to the Companies on a combined basis.

Section 11.3 U.S. Dollars. When used herein, the term dollars and the symbol $

refer to the lawful currency of the United States.

Section 11.4 Exhibits and Disclosure Schedules. The Exhibits to this Agreement and the Disclosure Schedules are hereby incorporated and made a part of this Agreement and are an integral part of this Agreement. Each of Sellers and the Purchaser may, at its option, include in the Sellers Disclosure Schedules or the Purchaser Disclosure Schedules, respectively, items that 104 EAST\164092225.33

are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts in this Agreement or in the Disclosure Schedules, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. Each of the Disclosure Schedules shall be organized by section, with each section of such Disclosure Schedules corresponding to a section of this Agreement. Any matter set forth in any section of the Disclosure Schedules shall be deemed to be referred to and incorporated in any section of such Disclosure Schedules to which it is specifically referenced or cross-referenced and also in any other sections of the such Disclosure Schedules where the applicability of such matter is reasonably apparent on the face of the disclosure. Any capitalized term used in any Exhibit or any Disclosure Schedule but not otherwise defined therein shall have the meaning given to such term in this Agreement.

ARTICLE 12 MISCELLANEOUS PROVISIONS Section 12.1 Notices. Any notice, request, instruction or other document to be given hereunder by any Party to another Party shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile or by overnight courier:

(a) If to the Seller Parties (but excluding the Companies after the Closing), to:

Entergy Nuclear Indian Point 2, LLC Entergy Nuclear Indian Point 3, LLC c/o Entergy Corporation 639 Loyola Avenue New Orleans, LA 70113 Attention: General Counsel Facsimile: (504) 576-4150 with a copy (which shall not constitute notice), to:

DLA Piper LLP (US) 500 Eighth Street, NW Washington, D.C. 20004 Attention: J.A. Glaccum, Esq.

Facsimile: (202) 799-5038 (b) if to the Purchaser Parties (or the Companies after the Closing), to:

Nuclear Asset Management Company, LLC c/o Holtec International Krishna P. Singh Technology Campus 1 Holtec Boulevard Camden, NJ 08104 Attention: Andrew R. Ryan, Esq.

Facsimile: (856) 797-0909 105 EAST\164092225.33

with a copy (which shall not constitute notice), to:

Balch & Bingham, LLP 1710 Sixth Avenue North Birmingham, AL 35203 Attention: Alan D. Lovett, Esq.

Peter D. LeJeune, Esq.

Facsimile: (205) 488-5751 or to such other persons or addresses as may be designated in writing by the Party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving Party (a) upon actual receipt, if delivered personally; (b) three (3) Business Days after deposit in the mail, if sent by registered or certified mail; (c) upon confirmation of successful transmission if sent by facsimile and received by 5:00 p.m. Eastern time on a Business Day (otherwise the next Business Day) (provided that, if given by facsimile such notice, request, instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods described herein); or (d) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier.

Section 12.2 Disclaimers; As-Is Sale; Release; Acknowledgement; Due Diligence; Non-Recourse.

(a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS, THE EQUITY INTERESTS ARE SOLD AS-IS, WHERE-IS, AND SELLERS AND THE COMPANIES EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO SELLERS, THE COMPANIES OR THEIR AFFILIATES, THE EQUITY INTERESTS OR IPEC. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE OTHER TRANSACTION DOCUMENTS, SELLERS AND THE COMPANIES EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES REGARDING LIABILITIES, OWNERSHIP, LEASE, MAINTENANCE OR OPERATION OF IPEC, THE TITLE, CONDITION, VALUE OR QUALITY OF IPEC, THE EQUITY INTERESTS OR THE PROSPECTS (FINANCIAL AND OTHERWISE), RISKS AND OTHER INCIDENTS OF IPEC; AND SELLERS AND THE COMPANIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO IPEC OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL LAWS OR ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS, OR THE APPLICABILITY OF ANY GOVERNMENTAL AUTHORITY, INCLUDING ANY OF THE FOREGOING RELATING TO ENVIRONMENTAL LAWS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS, SELLERS AND THE COMPANIES FURTHER EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING 106 EAST\164092225.33

THE ABSENCE OF HAZARDOUS SUBSTANCES, NUCLEAR MATERIALS, NUCLEAR MATERIALS,, RADIOLOGICAL SUBSTANCES OR OTHER SUBSTANCES OR MATERIALS, WHETHER KNOWN OR UNKNOWN, THAT COULD RESULT IN LIABILITY OR POTENTIAL LIABILITY ARISING UNDER OR RELATING TO ENVIRONMENTAL LAWS WITH RESPECT TO IPEC AND THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS, SELLERS AND THE COMPANIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND REGARDING THE CONDITION OF IPEC OR OTHERWISE, AND NO OTHER MATERIAL OR INFORMATION PROVIDED, OR COMMUNICATIONS MADE, BY SELLERS OR THE COMPANIES OR THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, INCLUDING ANY BROKER OR INVESTMENT BANKER, SHALL CONSTITUTE OR CREATE ANY SUCH REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF IPEC. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND IN ANY TRANSACTION DOCUMENT, PURCHASER SHALL ACCEPT TITLE TO THE OWNED REAL PROPERTY SUBJECT TO ALL PRESENT AND FUTURE ZONING, BUILDING, LAND USE, ENVIRONMENTAL AND OTHER LAWS HAVING JURISDICTION WITH RESPECT TO THE OWNED REAL PROPERTY.

(b) EXCEPT FOR (I) THE OBLIGATIONS OF SELLER PARTIES UNDER THIS AGREEMENT AND (II) ANY OBLIGATIONS UNDER ANY OTHER TRANSACTION DOCUMENT TO BE PERFORMED FROM AND AFTER THE CLOSING, FOR AND IN CONSIDERATION OF THE TRANSFER OF THE EQUITY INTERESTS, EFFECTIVE AS OF THE CLOSING DATE, PURCHASER AND PARENT HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASE, ACQUIT AND FOREVER DISCHARGE, AND SHALL CAUSE EACH OF THEIR AFFILIATES (INCLUDING THE COMPANIES) TO ABSOLUTELY AND UNCONDITIONALLY RELEASE, ACQUIT AND FOREVER DISCHARGE, THE SELLER PARTIES AND THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE FORMER OR PRESENT REPRESENTATIVES AND EACH OF THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, FROM ANY AND ALL COSTS, EXPENSES, DAMAGES, DEBTS, OR ANY OTHER OBLIGATIONS, LIABILITIES AND CLAIMS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, BOTH IN LAW AND IN EQUITY, INCLUDING ANY CLAIMS UNDER ENVIRONMENTAL LAWS, IN EACH CASE TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE DIRECT OR INDIRECT OWNERSHIP OR OPERATION OF THE COMPANIES, OR THE ASSETS, BUSINESS, OPERATIONS, CONDUCT, SERVICES, PRODUCTS OR EMPLOYEES (INCLUDING FORMER EMPLOYEES) OF THE SELLER PARTIES AND THEIR AFFILIATES (AND ANY LEGAL PREDECESSORS), RELATED TO ANY PERIOD OF TIME BEFORE THE CLOSING, EXCEPT IN THE CASE OF ACTUAL AND INTENTIONAL FRAUD IN CONNECTION WITH THIS AGREEMENT.

(c) EXCEPT FOR (I) THE POST-CLOSING OBLIGATIONS OF THE COMPANIES UNDER THIS AGREEMENT AND (II) ANY OBLIGATIONS OF THE COMPANIES UNDER ANY OTHER TRANSACTION DOCUMENT TO BE PERFORMED FROM AND AFTER THE CLOSING, FOR AND IN CONSIDERATION OF THE 107 EAST\164092225.33

TRANSFER OF THE MEMBERSHIP INTERESTS, EFFECTIVE AS OF THE CLOSING DATE, SELLERS HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES, AND SHALL CAUSE EACH OF ITS AFFILIATES TO ABSOLUTELY AND UNCONDITIONALLY RELEASE, ACQUIT AND FOREVER DISCHARGE, THE COMPANIES FROM ANY AND ALL COSTS, EXPENSES, DAMAGES, DEBTS, OR ANY OTHER OBLIGATIONS, LIABILITIES AND CLAIMS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, BOTH IN LAW AND IN EQUITY, INCLUDING ANY CLAIMS UNDER ENVIRONMENTAL LAWS, IN EACH CASE TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE DIRECT OR INDIRECT OWNERSHIP OR OPERATION OF THE COMPANIES, OR THE ASSETS, BUSINESS, OPERATIONS, CONDUCT, SERVICES, PRODUCTS OR EMPLOYEES (INCLUDING FORMER EMPLOYEES) OF THE COMPANIES RELATED TO ANY PERIOD OF TIME BEFORE THE CLOSING, EXCEPT IN THE CASE OF ACTUAL AND INTENTIONAL FRAUD IN CONNECTION WITH THIS AGREEMENT.

(d) PURCHASER AND PARENT ACKNOWLEDGE AND AGREE THAT THE SELLER PARTIES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE COMPANIES AND IPEC NOT INCLUDED IN THIS AGREEMENT AND THE SCHEDULES. EACH OF PURCHASER AND PARENT FURTHER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER AND PARENT, EITHER ALONE OR TOGETHER WITH ITS REPRESENTATIVES, HAS KNOWLEDGE AND EXPERIENCE IN TRANSACTIONS OF THIS TYPE AND IN THE DECOMMISSIONING OF NUCLEAR POWER PLANTS AND IS THEREFORE CAPABLE OF EVALUATING THE RISKS AND MERITS OF ACQUIRING THE EQUITY INTERESTS AND CONSUMMATING THE CONTEMPLATED TRANSACTIONS; (B) IT HAS RELIED ON ITS OWN INDEPENDENT INVESTIGATION, AND HAS NOT RELIED ON ANY INFORMATION OR REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AT COMMON LAW OR STATUTE, FURNISHED BY THE SELLER PARTIES OR ANY OF THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES (EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS), IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS; (C) NEITHER THE SELLER PARTIES NOR ANY OF THEIR AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES HAS GIVEN ANY INVESTMENT, LEGAL OR OTHER ADVICE OR RENDERED ANY OPINION AS TO WHETHER THE PURCHASE OF THE EQUITY INTERESTS ARE PRUDENT AND ENTERING INTO THE CONTEMPLATED TRANSACTIONS, AND PURCHASER AND PARENT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY BY SELLERS OR ANY REPRESENTATIVE OF SELLERS EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT; (D) EACH OF PURCHASER AND PARENT HAS CONDUCTED EXTENSIVE DUE DILIGENCE, INCLUDING A REVIEW OF THE DOCUMENTS PROVIDED BY OR ON BEHALF OF SELLERS; AND (E) TO THE KNOWLEDGE OF SELLERS, SELLERS HAVE MADE AVAILABLE OR DELIVERED TO PURCHASER ALL DOCUMENTS, RECORDS AND BOOKS PERTAINING TO THE EQUITY INTERESTS AND IPEC THAT PURCHASER AND PARENT AND THEIR RESPECTIVE REPRESENTATIVES HAVE REQUESTED, AND PURCHASER AND 108 EAST\164092225.33

PARENT AND THEIR RESPECTIVE REPRESENTATIVES HAVE HAD THE OPPORTUNITY TO VISIT IPEC AND TO ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING THE EQUITY INTERESTS, FACILITIES, IPEC AND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT.

ALL SUCH QUESTIONS HAVE BEEN ANSWERED TO PURCHASERS AND PARENTS SATISFACTION. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION AND NONRELIANCE OF ANY REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

(e)

NO REPRESENTATIVE OF PURCHASER (AND, AFTER THE CLOSING, THE COMPANIES)

OR PARENT (AS THE TERM REPRESENTATIVE IS DEFINED IN THIS AGREEMENT)

SHALL HAVE ANY LIABILITY TO ANY OTHER PARTY UNDER THIS AGREEMENT, INCLUDING FOR THE PAYMENT OF ANY AMOUNTS HEREAFTER OWING OR FOR THE PERFORMANCE OF ANY OBLIGATIONS HEREIN, AND EACH PARTY HERETO AGREES THAT ALL OF THE OBLIGATIONS OF PURCHASER AND PARENT UNDER THIS AGREEMENT SHALL BE OBLIGATIONS SOLELY OF PURCHASER AND PARENT AND RECOURSE IN ENFORCING SAID OBLIGATIONS SHALL ONLY BE HAD AGAINST THE ASSETS OF PARENT, PURCHASER AND, AFTER THE CLOSING, THE COMPANIES NOT AGAINST PARENTS AND PURCHASERS REPRESENTATIVES.

NO REPRESENTATIVE OF A SELLER PARTY (AS THE TERM REPRESENTATIVE IS DEFINED IN THIS AGREEMENT) SHALL HAVE ANY LIABILITY TO ANY OTHER PARTY UNDER THIS AGREEMENT, INCLUDING FOR THE PAYMENT OF ANY AMOUNTS HEREAFTER OWING OR FOR THE PERFORMANCE OF ANY OBLIGATIONS HEREIN, AND EACH PARTY HERETO AGREES THAT ALL OF THE OBLIGATIONS OF THE SELLER PARTIES UNDER THIS AGREEMENT SHALL BE OBLIGATIONS SOLELY OF THE SELLER PARTIES (OTHER THAN, AFTER THE CLOSING, THE COMPANIES WITH RESPECT TO THEIR OBLIGATIONS AFTER THE CLOSING) AND RECOURSE IN ENFORCING SAID OBLIGATIONS SHALL ONLY BE HAD AGAINST THE ASSETS OF SUCH SELLER PARTIES AND NOT AGAINST SELLER PARTIES REPRESENTATIVES.

Section 12.3 Waiver.

(a) It is acknowledged by the Parties that Sellers, certain of Affiliates of Seller, and the Companies have had the legal counsel set forth on Section 12.3 of the Sellers Disclosure Schedules (Sellers Counsel) to act as their counsel in connection with the Contemplated Transactions and that each Sellers Counsel have not acted as counsel for any other Person in connection with the Contemplated Transactions for conflict of interest or any other purposes. The Purchaser Parties and the Companies agree that any attorney-client privilege and 109 EAST\164092225.33

the expectation of client confidence attaching as a result of each Sellers Counsels or any other legal counsels representation of Sellers (or its other Affiliates) and the Companies related to the preparation for, and negotiation and consummation of, the Contemplated Transactions, including all communications among Sellers Counsel and Sellers, the Companies and/or their respective Affiliates in preparation for, and negotiation and consummation of, the Contemplated Transactions, shall survive the Closing and shall remain in effect. Furthermore, effective as of the Closing, (i) all communications (and materials relating thereto) between the Companies, on the one hand, and any Sellers Counsel or any other legal counsel or financial advisor, on the other hand, related to the preparation for, and negotiation and consummation of, the Contemplated Transactions are hereby assigned and transferred to Sellers, (ii) the Companies hereby release all of their rights and interests to and in such communications and related materials, and (iii) the Companies hereby release any right to assert or waive any privilege related to the communications referenced in this Section 12.3.

(b) The Purchaser Parties and the Companies agree that, notwithstanding any current or prior representation of the Companies by each Sellers Counsel, each Sellers Counsel shall be allowed to represent Sellers or any of their Affiliates in any matters and disputes adverse to the Purchaser Parties and/or the Companies that either is existing on the date hereof or arises in the future and relates to this Agreement and the transactions contemplated hereby; and the Purchaser Parties and the Companies hereby waive any conflicts or claim of privilege that may arise in connection with such representation. Further, the Purchaser Parties and the Companies agree that, in the event that a dispute arises after the Closing between the Purchaser Parties or the Companies and Sellers or any of their Affiliates, each Sellers Counsel may represent Sellers or their Affiliate in such dispute even though the interests of Sellers or their Affiliate may be directly adverse to the Purchaser Parties or the Companies and even though such Sellers Counsel may have represented the Companies in a matter substantially related to such dispute.

(c) The Purchaser Parties acknowledge that any advice given to or communication with Sellers or any of their Affiliates (other than the Companies) shall not be subject to any joint privilege and shall be owned solely by Sellers or their Affiliates. The Purchaser Parties and the Companies each hereby acknowledge that each of them has had the opportunity to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Sellers Counsel.

Section 12.4 110 EAST\164092225.33

Section 12.5 Amendment. This Agreement may be amended, modified and supplemented in any and all respects any time prior to or after the Closing with respect to any of the terms of this Agreement; provided that, subject to Section 6.14, any such amendment, modification or supplement shall be effective only if it is set forth in an instrument in writing executed by each Party.

Section 12.6 Waiver. At any time prior to or after the Closing, any Party may (a) extend the time for the performance of any of the obligations or other acts of another Party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the covenants or agreements or satisfaction of conditions contained in this Agreement. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. The waiver by a Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach or waiver of any similar term or provision of this Agreement.

Section 12.7 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party, by operation of law or otherwise, without the prior written consent of each other Party (which consent shall not be unreasonably withheld, conditioned or delayed);

provided, however, that Sellers may assign all of its rights, interests and obligations under this Agreement prior to Closing to a subsidiary or Affiliate of Sellers without consent of Purchaser, in connection with any internal restructurings or changes in corporate form. Nothing in this Agreement shall be intended (except as specifically provided in Section 6.11 (Indemnification of Directors and Officers), Section 7.1 (Tax Indemnification), Section 9.2 (Indemnification) and 111 EAST\164092225.33

Section 12.2 (Disclaimers; As-Is Sale; Release; Acknowledgement; Due Diligence; Non-Recourse)) to confer upon any Person other than the Parties any rights, interests, obligations or remedies hereunder. Any assignment in contravention of this Section 12.7 shall be null and void and without legal effect on the rights and obligations of the Parties hereunder.

Section 12.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the Parties irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).

Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the Contemplated Transactions in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 12.8, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS.

Section 12.9 Specific Performance.

(a) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser Parties, on the one hand, and Sellers, on the other hand, shall be entitled to an injunction, or injunctions, to prevent breaches of this Agreement by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement exclusively in any state or federal court within the State of Delaware and this right shall include the right of Sellers to cause the Contemplated Transactions to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief sought in accordance with this 112 EAST\164092225.33

Section 12.9 on the basis that any other Party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Any Party seeking an injunction, or injunctions, in accordance with this Agreement to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. If any Party brings any action to enforce specifically the performance of the terms and provisions of this Agreement by any other Party, the Termination Date shall automatically be extended by (i) the amount of time during which such action is pending, plus twenty (20) Business Days or (ii) such other time period established by the court presiding over such action.

(b) For the avoidance of doubt, a Party may contemporaneously commence an action for specific performance and seek any other form of remedy at Law or in equity that may be available for breach under this Agreement or otherwise in connection with this Agreement or the Contemplated Transactions (including monetary damages). If a court of competent jurisdiction has declined to specifically enforce the obligations of the Purchaser Parties or Sellers to cause the Contemplated Transactions to be consummated pursuant to a claim for specific performance brought against the Purchaser Parties or Seller Parties, as the case may be, in connection with this Agreement, any award of damages may be granted by such court for such breach by the Purchaser Parties in accordance with the provisions of Section 10.2 (Effect of Termination)

Section 12.10 Change in Law; Alternative Structures.

(a) Except with respect to the matters described in Section 12.10(b), if, and to the extent that, any Law governing any aspect of this Agreement shall change so as to make any aspect of the Contemplated Transactions unlawful, then the Parties shall make such modifications to this Agreement as may be reasonably necessary for this Agreement to accommodate any such changes, to the extent it is possible to do so without materially changing the overall benefits or consideration expected hereunder by any Party.

(b) In the event any Governmental Authority (i) issues a final and non-appealable order denying any of the Required Regulatory Approvals or (ii) issues a Final Order that has become non-appealable that contains a Purchaser Burdensome Condition that has not been waived by Sellers and Purchaser or a Sellers Burdensome Condition that has not been waived by Sellers, in the event of either (i) or (ii), the Parties agree to use Commercially Reasonable Efforts to negotiate in good faith for a reasonable period of time (not to exceed the earlier of thirty (30) Business Days or the Termination Date, unless otherwise agreed to in writing by the Parties) an alternative structure (including any modifications to this Agreement) that would place the Parties in the same economic position in order to obtain such Required Regulatory Approval (or, to the extent permitted under Law, so that such Required Regulatory Approval is not required to consummate the Contemplated Transactions) or to mitigate such Purchaser Burdensome Condition or Sellers Burdensome Condition such that the terms and conditions of such Final Order, when taken together with such modifications, no longer give rise to or have the effect of a Purchaser Burdensome Condition or Sellers Burdensome Condition, as the case may be. Nothing in this Section 12.10(b) shall limit the obligations of the Parties under 113 EAST\164092225.33

Section 6.4 or require Purchaser or Sellers to accept a Purchaser Burdensome Condition or require Sellers to accept a Sellers Burdensome Condition, as the case may be.

Section 12.11 Interpretation. The articles, section and schedule headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement. Any item or other matter referenced or disclosed in one section of the Sellers Disclosure Schedules or Purchaser Disclosure Schedules, as the case may be, shall be deemed to have been referenced or disclosed in all sections of such Schedule where such reference or disclosure is required.

Section 12.12 Schedules and Exhibits. Except as otherwise provided in this Agreement, all Exhibits and Schedules referred to herein are intended to be and hereby are specifically made a part of this Agreement. Any fact or item disclosed on any Schedule to this Agreement shall be deemed disclosed with respect to each other Schedule to this Agreement to the extent that such disclosure includes sufficient detail to enable a Party to reasonably identify the relevance of such fact or item to such other Schedule to which it applies. Any fact or item disclosed on any Schedule hereto shall not by reason only of such inclusion be deemed to be material and shall not be employed as a point of reference in determining any standard of materiality under this Agreement.

Section 12.13 Entire Agreement. This Agreement, the Confidentiality Agreement and the Transaction Documents, including the Exhibits, Schedules, documents, certificates and instruments referred to herein or therein, embody the entire agreement and understanding of the Parties in respect of the Contemplated Transactions and shall supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter of this Agreement, the Confidentiality Agreement and the Transaction Documents.

Section 12.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

114 EAST\164092225.33

IN WITNESS WHEREOF, the Parties have caused this Equity Purchase and Sale Agreement to be signed by their respective duly authorized officers as of the date first above written.

NUCLEAR ASSET MANAGEMENT COMPANY, LLC By:

Name: Dr. Krishna P. Singh

Title:

President & CEO HOLTEC INTERNATIONAL By:

Name: Dr. Krishna P. Singh

Title:

President & CEO ENTERGY NUCLEAR INDIAN POINT 2, LLC By:

Name: A. Christopher Bakken, III

Title:

President and Chief Executive Officer ENTERGY NUCLEAR INDIAN POINT 3, LLC By:

Name: A. Christopher Bakken, III

Title:

President and Chief Executive Officer

[Signature Page to Membership Interest Purchase and Sale Agreement]

EAST\164092225.30

ATTACHMENT C GENERAL CORPORATE INFORMATION REGARDING HOLTEC INTERNATIONAL, HOLTEC POWER, INC., NUCLEAR ASSET MANAGEMENT COMPANY, LLC, HOLTEC INDIAN POINT 2, LLC, HOLTEC INDIAN POINT 3, LLC, AND HOLTEC DECOMMISSIONING INTERNATIONAL, LLC AND RESUMES OF KEY MANAGEMENT PERSONNEL (53 PAGES)

NAME: Holtec International STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: Krishna P. Singh Technology Campus 1 Holtec Boulevard Camden, NJ 08104 DIRECTORS: Dr. Krishna P. Singh Dr. Eduardo D. Glandt James H. Miller George E. Norcross James ORourke Jim Saxton Martha J. Singh S. Amy Singh EXECUTIVE Dr. Krishna P. Singh, President & Chief Executive Officer COMMITTEE: Pierre P. Oneid, Senior V.P. & Chief Nuclear Officer Pankaj Chaudhary, Senior V.P. of Operations Pamela B. Cowan, Senior V.P. & COO of HDI Richard Springman, Senior V.P. of International Projects Joy Russell, Senior V.P., Corporate Business Development All of the directors and principal officers are U.S. citizens, with the same corporate address as Holtec International.

1

NAME: Holtec Power, Inc.

STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: Krishna P. Singh Technology Campus 1 Holtec Boulevard Camden, NJ 08104 DIRECTORS: Dr. Krishna P. Singh Dr. Eduardo D. Glandt James H. Miller George E. Norcross James ORourke Jim Saxton Martha J. Singh S. Amy Singh EXECUTIVE Dr. Krishna P. Singh, President & Chief Executive Officer COMMITTEE: Pierre P. Oneid, Senior V.P. & Chief Nuclear Officer Pankaj Chaudhary, Senior V.P. of Operations Pamela B. Cowan, Senior V.P. & COO of HDI Richard Springman, Senior V.P. of International Projects Joy Russell, Senior V.P., Corporate Business Development All of the directors and principal officers are U.S. citizens, with the same corporate address as Holtec Power.

2

NAME: Nuclear Asset Management Company, LLC STATE OF FORMATION: Delaware BUSINESS ADDRESS: Krishna P. Singh Technology Campus 1 Holtec Boulevard Camden, NJ 08104 MANAGING MEMBER: Holtec Power, Inc.

EXECUTIVE Dr. Krishna P. Singh, President & Chief Executive Officer COMMITTEE: Pierre P. Oneid, Senior V.P. & Chief Nuclear Officer Pankaj Chaudhary, Senior V.P. of Operations Pamela B. Cowan, Senior V.P. & COO of HDI Richard Springman, Senior V.P. of International Projects Joy Russell, Senior V.P., Corporate Business Development All of the directors and principal officers are U.S. citizens, with the same corporate address as NAMCo.

3

NAME: Holtec Indian Point 2, LLC STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: Krishna P. Singh Technology Campus 1 Holtec Boulevard Camden, NJ 08104 MANAGING MEMBER: Nuclear Asset Management Company, LLC EXECUTIVE Dr. Krishna P. Singh, President & Chief Executive Officer COMMITTEE: Pierre P. Oneid, Senior V.P. & Chief Nuclear Officer Pankaj Chaudhary, Senior V.P. of Operations Pamela B. Cowan, Senior V.P. & COO of HDI Richard Springman, Senior V.P. of International Projects Joy Russell, Senior V.P., Corporate Business Development All of the directors and principal officers are U.S. citizens, with the same corporate address as Holtec IP2.

NAME: Holtec Indian Point 3, LLC STATE OF FORMATION: Delaware BUSINESS ADDRESS: Krishna P. Singh Technology Campus 1 Holtec Boulevard Camden, NJ 08104 MANAGING MEMBER: Nuclear Asset Management Company, LLC EXECUTIVE Dr. Krishna P. Singh, President & Chief Executive Officer COMMITTEE: Pierre P. Oneid, Senior V.P. & Chief Nuclear Officer Pankaj Chaudhary, Senior V.P. of Operations Pamela B. Cowan, Senior V.P. & COO of HDI Richard Springman, Senior V.P. of International Projects Joy Russell, Senior V.P., Corporate Business Development All of the directors and principal officers are U.S. citizens, with the same corporate address as Holtec IP3.

4

NAME: Holtec Decommissioning International, LLC STATE OF FORMATION: Delaware BUSINESS ADDRESS: Krishna P. Singh Technology Campus 1 Holtec Boulevard Camden, NJ 08104 MANAGING MEMBER: Holtec Power, Inc.

EXECUTIVE Dr. Krishna P. Singh, President & Chief Executive Officer COMMITTEE: Pierre P. Oneid, Senior V.P. & Chief Nuclear Officer Pankaj Chaudhary, Senior V.P. of Operations Pamela B. Cowan, Senior V.P. & COO of HDI Richard Springman, Senior V.P. of International Projects Joy Russell, Senior V.P., Corporate Business Development All of the directors and principal officers are U.S. citizens, with the same corporate address as Holtec Decommissioning International, LLC.

5

Dr. Kris Singh President and CEO, Holtec International Profile Key experience Qualifications Dr. Singh has been active in the x Development and Design of University of Pennsylvania nuclear power industry since nuclear systems, structures Ph.D. in Mechanical Engineering 1971 and has served as and components (1972)

President and CEO of Holtec International since 1986. In his x Defueling and University of Pennsylvania early career, Dr. Singh Decommissioning of M.S. in Engineering Mechanics participated in the development nuclear power plants (1969) of design of systems, structures x Structural analysis, heat and components, with special B.I.T. Sindri, Ranchi University transfer and mechanical focus on critical service heat (India) B.S. in Mechanical design engineering exchangers and pressure Engineering (1967) x Quality assurance vessels for PWRs and BWRs for scores of nuclear units x Executive management Professional Associations/

around the world. After the TMI Certifications accident, his professional focus shifted to the introduction and Registered Professional Engineer -

Awards and Honors regulatory acceptance of safe Pennsylvania (1974-present) and robust technologies to deal Elected Member of the National Registered Professional Engineer -

with the growing stockpile of Academy of Engineering (2013) Michigan (1980-present) used nuclear fuel and high-level waste. Under Dr. Singhs George Washington Medal, General Chair, American Nuclear leadership, Holtec International Engineers Club of Society, Annual Meeting (2018) has risen into a complex global Pennsylvania (2014) organization with an active Member, Heat Exchange Institute Thomas Alva Edison Inventor business presence in 20 (197686)

Award, Public Health and Safety countries on five continents and Category (2015); Edison Member ASCE (197783) three world class manufacturing Foundation (NJ) plants that produce a whole Member, ASME O&M Committee range of equipment and Elected South Jerseyan of the (199197) systems for the nuclear power Year, Rutgers University (2017) industry. In recent years, Dr. Chairman, PVP Committee of the Singh has been focusing on Inducted to University City ASME, Nuclear Engineering developing innovative solutions Science Centers Innovators Division (198892) for proto-prompt Walk of Fame, Philadelphia, PA decommissioning of aging (2017) Chairman, TEMA Flow Induced nuclear power plants and bring Vibration Committee (197986)

Elected to the National forth a walk away safe small Fellow of the ASME (1987);

Academy of Inventors (2017) modular PWR nuclear reactor Member since 1973.

(SMR160). Holtecs ongoing efforts to establish worlds first Member ANS (1979present) subterranean consolidated interim fuel storage facility (HI-STORE CIS) in southeastern New Mexico is another focus area of Dr. Singhs business leadership.

Resume l Dr. Kris Singh

Board Memberships x Chairman, Board of Directors, Holtec International (1986present) x Member of the Board, Nuclear Energy Institute (1998present) x Member, Board of Overseers, School of Engineering and Applied Science, University of Pennsylvania (2003present) x Member, Advisory Board, Nuclear Engineering Department, University of California, Berkeley (2015present) x Trustee Emeritus, University of Pennsylvania (2017present); Trustee (20092017) x Member, Board of Trustees, Cooper Health System (2011present) x Director, Atlantic Council, Washington, DC (2016present) x Member, National Investment Council, Ukraine (2017present)

Academic Affiliations and Activities x Chair, Advisory Committee on Mechanical Engineering and Mechanics, University of Pennsylvania (1993-1999) x Professor (Adjunct) in Mechanical Engineering and Mechanics, University of Pennsylvania (1986-92),

Offered Graduate and Undergraduate Courses in Heat Transfer Equipment and Pressure Vessel Technology.

x Senior Fellow, Department of Mechanical Engineering, University of Pennsylvania (2014-present)

Professional Society Memberships x Fellow of the ASME (1987); Member since 1973.

x Member ANS (1979present) x Chairman, TEMA Flow Induced Vibration Committee (197986) x Chairman, PVP Committee of the ASME, Nuclear Engineering Division (198892) x Member, ASME O&M Committee (199197) x Member ASCE (197783) x Member, Heat Exchange Institute (197686) x General Chair, American Nuclear Society, Annual Meeting (2018)

Graduate Level Continuing Education Courses Offered to Practicing Engineers (1979-1992) x I.I.T. Bombay, One Week Course on Heat Exchanger Design (1979).

x Duke Power Company, Charlotte, NC (1982, 1983, 1986, 1990) - In-house Training Course on Heat Exchanger Design and Testing.

x National Italian Reactor Authority, Genoa, Italy - On Condensers, Steam Generators, and Moisture Separator Re-heaters (1985).

x Mississippi Power & Light Company, Courses on Moisture Separator Re-heaters and Surface Condensers (1987).

x Center for Professional Advancement (1988, New Brunswick, NJ; 1990, Caracas, Venezuela; 1991, Houston, Texas; 1992, Amsterdam, Holland).

Principal Developer of Technologies with High Industrial Impact x Industrys first free-standing detuned honey comb high-density fuel rack design which expanded the aggregate wet storage capacity worldwide at nuclear power plants by a factor of three averting the premature closure of nuclear units. Over 120 nuclear units use this technology since mid-1980s.

x Industrys first thermo-siphon enabled multi-purpose canister (patented) for storage and transport of used nuclear fuel (1994), Double Wall Canister (2010); worldwide over 100 nuclear plants utilize Holtecs MPC technology.

x Forced Helium Dehydration system to minimize radiation dose and environmental safety, adopted by over 30 nuclear units since 2002.

Resume l Dr. Kris Singh

x Subterranean used fuel storage system for security of stored fuel; in use at several plants; adopted for Consolidated Interim Storage system at the planned site in New Mexico.

x SMR-160, walk away safe nuclear reactor; in development since 2010.

x Essential elements of Proto-prompt decommissioning to enable complete deconstruction of a shuttered nuclear unit in less than 7 years (less than half the duration of the current normal).

Technical Consulting Experience (1980-1995)

Technical consulting services rendered to over fifty national and international organizations since 1975, including: Electric Power Research Institute (EPRI); Pressure Vessel Research Council (PVRC); Tubular Exchanger Manufacturers Association (TEMA); Department of Energy (DOE) (Idaho Operations);

Department of Energy (DOE) (Chicago Operations); American Electric Power Corporation; Baltimore Gas and Electric; Carolina Power

& Light; Commonwealth Edison Company; Detroit Edison Company; Duke Power Company; Entergy Operations; GPU Nuclear; Iowa Electric Light and Power; New York Power Authority; Niagara Mohawk Power Corporation; North Atlantic Energy Services; Northeast Utilities; Northeast Nuclear Energy; Pacific Gas and Electric Company; PECO Energy; Southern Nuclear Operating Company; and Tennessee Valley Authority.

Expert Witness and Technology Appraisal Services for ALSB and Legal Proceedings

1. Pacific Gas & Electric Company vs. National Sierra Club (1986-87) - ASLB Hearings on High Density Fuel Racks for Diablo Canyon, Avila Beach, California (1987).

2. Florida Power & Light Company vs. Stuart Intervenor Group (1990).

3. Pacific Northwest Laboratories, Rockwell International, and U.S. DOE vs. RSI (1994).

4. PFS, LLC vs. State of Utah (2002) - ASLB Hearings on the Skull Valley Away-From-Reactor Facility (Salt Lake City, Utah).

Granted Patents in the United States (Patents in Foreign countries not listed)

1. "Radioactive Fuel Cell Storage Rack" (with M. Holtz), U.S. Patent No. 4,382,060 (May 1983).

2. Heat Exchanger for Withstanding Cycle Changes in Temperature" (with M. Holtz and A. Soler), U.S. Patent No. 4,207,944 (1980).

3. Apparatus Suitable for Transporting and Storing Nuclear Fuel Rods and Methods for Using the Apparatus, U.S. Patent No. 5,898,747 (April 1999).

4. Apparatus Suitable for Transporting and Storing Nuclear Fuel Rods and Methods for Using the Apparatus, U.S. Patent No. 6,064,710 (May 16, 2000).

5. Cask Mating Device (with Stephen J. Agace) U.S. Patent No. 6,625,246 (September 23, 2003).

6. HI-TRAC Operation (with Stephen J. Agace) U.S. Patent No. 6,587,536 (July 1, 2003).

7. Duct Photon Attenuator (with Everett L. Redmond, John C. Wagner, and Stephen J. Agace) U.S.

Patent No. 6,519,307 (February 11, 2003).

8. Improved Ventilator Overpack (with Stephen J. Agace) U.S. Patent No. 6,718,000 B2 (April 6, 2004).

9. Below Grade Canister Transfer Facility (with Stephen Agace) U.S. Patent No. 6,793,450 B2 (September 21, 2004).

10. Seismic Cask Stabilization Device (with A.I. Soler) U.S. Patent No. 6,848,223 B2 (February 1, 2005).

11. Hermetically Sealable Transfer Cask (with Stephen J. Agace) U.S. Patent No. 6,853,697 (February 8, 2005).

12. Underground System and Apparatus for Storing Spent Nuclear Fuel, U.S. Patent No. US 7,068,748 B2 (June 27, 2006).

13. Forced Gas Flow Canister Dehydration, U.S. Patent No. US 7,096,600 (August 29, 2006).

14. Below Grade Cask Transfer Facility (with Stephen J. Agace), U.S. Patent No. 7,139,358 B2 (November 21, 2006).

15. Closed Loop Forced Gas Fuel Dehydration, U.S. Patent No. 7,210,247 B2 (May 1, 2007).

16. System and Method of Storing High Level Waste, U.S. Patent No.7,330,526 B2 (February 12, 2008).

17. Method and Apparatus for Maximizing Radiation Shielding During Cask Transfer Procedures (with Stephen J. Agace), U.S. Patent No. 7,330,525 B2 (February 12, 2008).

Resume l Dr. Kris Singh

18. Systems and Methods for Storing Spent Nuclear Fuel Having Protection Design, U.S. Patent No.

7,590,213 B1 (September 15, 2009).

19. Manifold Systems for the Ventilated Storage of High Level Waste and a Method of Using the Same to Store High Level Waste in a Below-Grade Environment, U.S. Patent No. 7,676,016 B2 (March 9, 2010).

20. Method and Apparatus for Dehydrating High Level Waste Based on Dew Point Temperature Measurements, U.S. Patent No. 7,707,741 B2 (May 4, 2010).

21. Apparatus and Method for Supporting Fuel Assemblies in An Underwater Environment Having Lateral Access Loading (with Evan Rosenbaum) U.S. Patent No. 7,715,517 B2 (May 11, 2010).

22. Apparatus for Providing Additional Radiation Shielding to a Container Holding Radioactive Materials, and Method of Using the Same to Handle and/or Process Radioactive Materials, U.S. Patent No.

7,786,456 B2 (August 31, 2010).

23. Apparatus, System and Method for Facilitating Transfer of High Level Radioactive Waste to and/or From a Pool, U.S. Patent No. 7,820,870 B2 (October 26, 2010).

24. System and Method of Storing and/or Transferring High Level Radioactive Waste, U.S. Patent No.

7,933,374 B2 (April 26, 2011).

25. Apparatus for Transporting and/or Storing Radioactive Materials Having Jacket Adapted to Facilitate Thermosiphon Fluid Flow, (with Stephen J. Agace) U.S. Patent No. 7,994,380 B2 (August 9, 2011).

26. Method of Removing Radioactive Materials from Submerged State and/or Preparing Spent Nuclear Fuel for Dry Storage (with Stephen J. Agace) U.S. Patent No. 8,067,659 B2 (November 29, 2011).

27. Systems and Methods for Storing Spent Nuclear Fuel, U.S. Patent No. 8,098,790 B1 (January 17, 2012).

28. Canister Apparatus and Basket for Transporting, Storing, and/or Supporting Spent Nuclear Fuel (with Stephen J. Agace) U.S. Patent 8,135,107 B2 (March 13, 2012).

29. Apparatus and Method for Supporting Fuel Assemblies in an Underwater Environment Having Lateral Access Loading (with Evan Rosenbaum) U.S. Patent 8,139,706 B2 (March 20, 2012).

30. Single-Plate Neutron Absorbing Apparatus and Method of Manufacturing the Same (with Evan Rosenbaum and Thomas G. Haynes III). U.S. Patent 8,158,962 B1 (April 17, 2012).

31. Method and Apparatus for Dehydrating High Level Waste Based on Dew Point Temperature Measurements. U.S. Patent 8,266,823 B2 (September 18, 2012).

32. Apparatus, System and Method for Facilitating Transfer of High Level Radioactive Waste to and/or From a Pool (with Stephen J. Agace), U.S. Patent 8,277,746 B2 (October 2, 2012).

33. Atomized Pico-scale Composite Aluminum Alloy and Method Thereof, (with Thomas G. Haynes, III),

U.S. Patent 8,323,373 B2 (December 4, 2012).

34. Apparatus, System and Method for Low Profile Translation of High Level Radioactive Waste Containment Structure, U.S. Patent 8,345,813 B2 (January 1, 2013).

35. Method of Storing High Level Waste, U.S. Patent 8,351,562 B2 (January 8, 2013).

36. Apparatus for Providing Additional Radiation Shielding to a Container Holding Radioactive Materials, and Method of Using the Same to Handle and/or Process Radioactive Materials (with Stephen J.

Agace), U.S. Patent 8,415,521 B2 (April 9, 2013).

37. Spent Fuel Basket, Apparatus and Method Using the Same for Storing High Level Radioactive Waste (with Stephen J. Agace), U.S. Patent 8,548,112 B2 (October 1, 2013).

38. System and Method for Preparing a Container Loaded with Wet Radioactive Elements for Dry Storage (with John D. Griffiths), U.S. Patent 8,561,318 B2 (October 22, 2013).

39. Apparatus for Supporting Radioactive Fuel Assemblies and Methods of Manufacturing the Same (with Stephen J. Agace), U.S. Patent 8,576,976 B2 (November 5, 2013).

40. Heat Exchanger Apparatus for Accommodating Thermal and/or Pressure Transients, U.S. Patent 8,602,089 B2 (December 10, 2013).

41. Systems and Methods for Storing Spent Nuclear Fuel, U.S. Patent 8,625,732 (January 7, 2014).

42. System and Method for the Ventilated Storage of High Level Radioactive Waste in a Clustered Arrangement (with Stephen J. Agace) U.S. Patent 8,660,230 B2 (February 25, 2014).

43. Single Plate Neutron Absorbing Apparatus and Method of Manufacturing the Same (with Evan Rosenbaum and Thomas J. Haynes III), U.S. Patent 8,681,924 B2 (March 25, 2014).

44. Fuel Basket Spacer, Apparatus and Method Using the Same for Storing High Level Radioactive Waste (with Stephen Agace), U.S. Patent 8,712,001 B2 (April 29, 2014).

45. Manifold System for the Ventilated Storage of High Level Waste and a Method of Using the Same to Store High Level Waste in a Below Grade Environment, U.S. Patent 8,718,220 B2 (May 6, 2014).

Resume l Dr. Kris Singh

46. Method of Transferring High Level Radioactive Materials and System for the Same (with John D.

Griffiths), U.S. Patent 8,718,221 B2 (May 6, 2014).

47. Method and Apparatus for Preparing Spent Nuclear Fuel for Dry Storage, U.S. Patent 8,737,559 B2 (May 27, 2014).

48. Apparatus for Storing and/or Transporting High Level Radioactive Waste and Method for Manufacturing the Same, U.S. Patent 8,798,224 B2 (August 5, 2014).

49. Heat Exchanger Apparatus for Converting A Shell-Side Liquid into a Vapor, U.S. Patent 8,833,437 B2 (September 16, 2014).

50. Ventilated System for Storing High Level Radioactive Waste (with John Griffiths), U.S. Patent 8,905,259 B2 (December 9, 2014).

51. Canister Apparatus and Basket for Transporting, Storing and/or Supporting Spent Nuclear Fuel (with Stephen J. Agace), U.S. Patent 8,929,504 B2 (January 6, 2015).

52. System, Method and Apparatus for Providing Additional Radiation Shielding to High Level Radioactive Materials (with Stephen J. Agace and Paul Stefan Anton), U.S. Patent 8,995,604 B2 (March 31, 2015).

53. System and Method for Reclaiming Energy from Heat Emanating from Spent Nuclear Fuel (with John D. Griffiths and Debabrata Mitra-Majumdar), U.S. Patent 9,001,958 B2 (April 7, 2015).

54. Method for Controlling Temperature of a Portion of a Radioactive Waste Storage System and for Implementing the Same (with Richard M. Springman), U.S. Patent 9,105,365 B2 (August 11, 2015).

55. System and Method for Preparing a Container Loaded with Wet Radioactive Elements for Dry Storage (with John D. Griffiths), U.S. Patent 9,165,690 B2 (October 20, 2015).

56. System, Method and Apparatus for Providing Additional Radiation Shielding to High Level Radioactive Materials (with Stephen J. Agace and Paul Stefan Anton), U.S. Patent 9,208,914 B2 (December 8, 2015).

57. Neutron Shielding Ring, Apparatus and Method Using the Same for Storing High Level Radioactive Waste (with Stephen J. Agace), U.S. Patent 9,269,464 B2 (February 23, 2016).

58. Ventilated System for Storing High Level Radioactive Waste (with John D. Griffiths), U.S. Patent 9,293,229 B2 (March 22, 2016).

59. Ventilated Transfer Cask with Lifting Feature (with John D. Griffiths), U.S. Patent 9,466,400 B2 (October 11, 2016).

60. Method of Storing High Level Radioactive Waste, U.S. Patent 9,443,625 B2 (September 13, 2016).

61. System and Method for the Ventilated Storage of High Level Radioactive Waste in a Clustered Arrangement (with Stephen J. Agace), U.S. Patent 9,460,821 B2 (October 4, 2016).

62. Fail-safe Control Rod Drive System for Nuclear Reactor (with Leyland Vann), U.S. Patent 9,496,057 B2 (November 15, 2016).

63. System for Storing High Level Radioactive Waste (with John D. Griffiths), U.S. Patent 9,514,853 B2 (December 6, 2016).

64. Passive Reactor Cooling System (with Joseph Rajkumar), U.S. Patent 9,589,685 B2 (March 7, 2017).

65. Heat Exchanger Apparatus for Converting a Shell-Side Liquid into a Vapor, U.S. Patent 9,612,058 B2 (April 4, 2017).

66. Storage System for Nuclear Fuel (with Richard Springman and Stephen Agace), U.S. Patent 9,640,289 B2 (May 2, 2017).

67. Cask Apparatus, System and Method for Transporting and/or Storing High Level Waste, U.S. Patent 9,672,948 B2 (June 6, 2017).

68. Apparatus for Supporting Radioactive Fuel Assemblies and Methods of Manufacturing the Same (with Stephen Agace), U.S. Patent 9,728,284 B2 (August 8, 2017).

69. System for Low Profile Translation of High Level Radioactive Waste, U.S. Patent 9,728,286 B2 (August 8, 2017).

70. Container and System for Handling Damaged Nuclear Fuel, and Method of Making the Same, U.S.

Patent 9,748,009 B2 (August 29, 2017).

71. Method and Apparatus for Preparing Spent Nuclear Fuel for Dry Storage, U.S. Patent 9,761,338 B2 (September 12, 2017).

72. Manifold System for the Ventilated Storage of High Level Waste and a Method of Using the Same to Store High Level Waste in a Below-Grade Environment, U.S. Patent 9,761,339 B2 (September 12, 2017).

Resume l Dr. Kris Singh

73. Vertical Bundle Air Cooled Heat Exchanger, Method of Manufacturing the Same, and Power Generation Plant Implementing the Same (with Indresh Rampall and Joseph Rajkumar), U.S. Patent 9,770,794 B2 (September 26, 2017).

74. Nuclear Reactor Shroud (with Indresh Rampall and Joseph Rajkumar), U.S. Patent 9,773,576 B2 (September 26, 2017).

75. Radioactive Material Storage Canister (with John Griffiths and Joseph Meckley), U.S. Patent 9,779,843 B2 (October 3, 2017).

76. Passive Reactor Containment Protection System, U.S. Patent 9,786,393 B2 (October 10, 2017).

77. Component Cooling Water System for Nuclear Power Plant (with Joseph Rajkumar), U.S. Patent 9,786,394 B2 (October 10, 2017).

78. Air-Cooled Heat Exchanger and System and Method of Using the Same to Remove Waste Thermal Energy from Radioactive Materials (with Joseph Rajkumar), U.S. Patent 9,786,395 B2 (October 10, 2017).

79. Autonomous Self-Powered System for Removing Thermal Energy from Pools of Liquid Heated by Radioactive Materials, and the Method of the Same (with Indresh Rampall and Joseph Rajkumar), U.S.

Patent 9,803,510 B2 (October 31, 2017).

80. System and Method of Storing and/or Transferring High Level Radioactive Waste, U.S. Patent 9,831,005 B2 (November 28, 2017).

81. Nuclear Steam Supply System, (with Joseph Rajkumar), U.S. Patent 9,852,820 (December 26, 2017).

82. High-Density Subterranean Storage System for Nuclear Fuel and Radioactive Waste, U.S. Patent 9,852,822 (December 26, 2017).

83. Nuclear Fuel Core, Nuclear Fuel Cartridge, and Methods of Fueling and/or Defueling a Nuclear Reactor, (with P. Stefan Anton and Peter Stefanovic), U.S. Patent 9,865,363 B2 (January 9, 2018).

84. Reactivity Control Device for Storing Nuclear Fuel, (with Stephen Agace), U.S. Patent 9,875,819 B2 (January 23, 2018).

85. Space Saver Flanged Joint for a Nuclear Reactor Vessel, (with Joseph Rajkumar), U.S. Patent 9,892,806 B2 (February 13, 2018).

86. Passively-Cooled Spent Nuclear Fuel Pool System and Method Therefor, (with Joseph Rajkumar),

U.S. Patent 9,916,910 B2 (March 13, 2018).

87. Systems and Methods for Storing Spent Nuclear Fuel, U.S. Patent 9,916,911 B2 (March 12, 2018).

88. Nuclear Power Generation System, (with Joseph Rajkumar), U.S. Patent 9,922,740 B2 (March 20, 2018).

89. System and Method for Minimizing Movement of Nuclear Fuel Racks During a Seismic Event, (with Charles Bullard), U.S. Patent 9,991,010 B2 (June 5, 2018).

90. Passively Cooled Spent Nuclear Fuel Pool System, (with Joseph Rajkumar), U.S. Patent 10,008,296 B2 (June 26, 2018).

91. Canister Apparatus and Basket for Transporting, Storing and/or Supporting Spent Nuclear fuel, (with Stephen Agace), U.S. Patent 10,026,514 (July 17, 2018).

92. Apparatus for Supporting Spent Nuclear Fuel, (with P. Stefan Anton), U.S. Patent 10,037,826 B2 (July 31, 2018).

93. Method for Storing Radioactive Waste, and System for Implementing the Same, U.S. Patent 10,049,777 B2 (July 31, 2018).

PENDING PATENTS (Only U.S. patents are listed)

1. Storage System for Nuclear Fuel, Application No. 61/579,455 (December 22, 2011)

2. Component Cooling Water System for Nuclear Power Plant, (with Joseph Rajkumar), Publication No. US 2015/0170772 A1 (June 18, 2015)

3. Versatile Tubular Heat Exchanger Design Configuration, (with Vytas Maciunas), Publication No.

US 2017/00166781 A1 (July 7, 2015)

4. A Novel Air Cooling Technology for Power Plants, (with Indresh Rampall and Vytas Maciunas), Publication No. US 2017/0051981 A1 (August 20, 2015)

5. Vertical Ventilated Canister Storage Cask for Storing Canisterized High Level Nuclear Waste, (with Paul Stefan Anton and Robert Mahorter), Application No. 62/311,540 (March 21, 2016)

Resume l Dr. Kris Singh

Books and Archival Volumes (Authored or Edited)

1. "Mechanical Design of Heat Exchangers and Pressure Vessel Components (authored with A. I. Soler),

Arcturus Publishers, Cherry Hill, New Jersey, 1100 pages, hardbound (1984).

2. "Theory and Practice of Heat Exchanger Design" (sole author) (In preparation)

3. "Feedwater Heater Workshop Proceedings (edited with Tom Libs), EPRI 78-123 (1979).

4. "Feedwater Heater Technology: State-of-the-Art (sole author), EPRI - cs - 4155 (1985).

5. "Analytical Correlations of Fluid Drag of Fuel Drag of Fuel Assemblies in Fuel Rack Storage Locations (sole author), EPRI Project RP-2124.

6. "Thermal/Mechanical Heat Exchanger Design (edited), ASME, PVP - Vol. 118 (1986).

7. "Time Dependent and Steady State Characterization of the CAES Recup erator (principal author), EPRI TR-104224 (July 1994).

8. "Pressure Vessels, Heat Exchangers and Piping (editor), Proc. ASME, IEEE Joint Power Generation Conference, NE-14 (1994).

Publications

1. "A Method for Solving Ill-Posed Integral Equations of the First Kind (with B. Paul), Computer Methods in Applied Mechanics and Engineering 2 (1973) 339-348.

2. "Numerical Solutions of Non-Hertzian Elastic Contact Problems (with B. Paul), Journal of Applied Mechanics, Vol. 41, No. 2, 484-490, June 1974.

3. "On the Inadequacy of Hertzian Solution of Two-Dimensional Line Contact Problems, Journal of the Franklin Institute, Vol, 298, No. 2, 139-141 (1974).

4. "Stress Concentration in Crowned Rollers (with B. Paul), Journal of Engineering for Industry, Trans.

ASME, Vol. 97, Series B, No. 3, 990-994 (1975).

5. "Application of Spiral Wound Gaskets for Leak Tight Joints, Journal of Pressure Vessel Technology, Trans. ASME, Vol. 97, Series J, No. 1, 91-93 (1975).

6. "Contact Stresses for Multiply-Connected Regions - The Case of Pitted Spheres (with B. Paul and W.

S. Woodward), Proceedings of the IUTAM Symposium on Contact Stresses, August 1974, Holland, Delft University Press, 264-281 (1976).

7. "Design of Skirt-Mounted Supports: Hydrocarbon Processing, Vol. 4, 199-203, April 1976.

8. "Predicting Flow Induced Vibration in U-Bend Regions of Heat Exchangers - An Engineering Solution,"

Journal of the Franklin Institute, Vol. 302, No. 2, 195-205, August 1976.

9. "A Method to Design Shell-side Pressure Drop Constrained Tubular Heat Exchangers (with Mr. Holtz),

Journal of Engineering for Power, Trans. of the ASME, Vol. 99, No. 3 July 1977, pp 441-448.

10. "An Efficient Design Method for Obround Pressure Vessels and Their End Closures, International Journal of Pressure Vessel and Piping, Vol. 5, 1977, pp 309-320.

11. "Analysis of Vertically mounted Through-Tube Heat Exchangers, Journal of Engineering for Power, Trans. ASME, Vol. 100, No. 2, April 1978, pp 380-390.

12. "Study of Bolted Joint Integrity and Inter-Tube-Pass Leakage in U-Tube Heat Exchangers: Part I -

Analysis, Journal of Engineering for Power, Trans. ASME, Vol. 101, No. 1, pp 9-15 (1979).

13. "Study of bolted Joint Integrity and Inter-Tube-Pass Leakage in U-Tube Heat Exchangers, Part II -

Applications, Journal of Engineering for Power, Trans. ASME, Vol. 101, No. 1, pp 16-22 (1979).

14. "On Thermal Expansion Induced Stresses in U-Bends of Shell-and-Tube Heat Exchangers (with Maurice Holtz), Trans. ASME, Journal of Engineering for Power, Vol. 101, No. 4, October 1979, pp. 634-639.

15. "Heat Transfer Characteristics of a Generalized Divided Flow Heat Exchanger, Proceedings of the Conference on Industrial Energy Conservation Technology, Houston, Texas, pp. 88-97 (1979).

16. "An Approximate Analysis of Foundation Stresses in Horizontal Pressure Vessels (with Vincent Luk),

Paper No. 79-NE-1, Trans. ASME, Journal of Engineering for Power, Vol. 102, No. 3, pp. 555-557, July 1980.

Resume l Dr. Kris Singh

17. "Generalization of the Split Flow Heat Exchanger Geometry for Enhanced Heat Transfer (with Michael Holtz), AIChe. Symposium Series 189, Vol. 75, pp 219-226 (1979).

18. "Analysis of Temperature Induced Stresses in the Body Bolts of Single Pass Heat Exchangers, ASME Winter Annual Meeting, Paper No. 79 QA/NE-7, New York, NY, 1979.

19. "Optimization of Two-Stage Evaporators for Minimizing Rad-Waste Entrainment (with Maurice Holtz),

Journal of Mechanical Design, Trans. of the ASME, Vol. 102, No. 4, pp. 804-806 (1980).

20. "A Comparison of Thermal Performance of Two and Four Tube Pass Designs for Split Flow Shells (with M. J. Holtz), Journal of Heat Transfer, Trans. of the ASME, Vol. 103, No. 1, pp 169-172, February 1981.

21. "A Method for Maximizing Support Leg Stress in a Pressure Vessel Mounted on Four Legs Subject to Moment and Lateral Loadings," International Journal of Pressure Vessels and Piping, Vol. 9, No. 1, pp.

11-25 (1981).

22. "Design, Stress Analysis and Operating Experience in Feedwater Heaters, (with Tom Libs),

Proceedings of the Conference on Industrial Energy Conservation Technology, Houston, pp. 113-118 (1980).

23. "On the Necessary Criteria for Stream Symmetric Tubular Heat Exchanger Geometries, Heat Transfer Engineering, Vol. 3, No. 1 (1981).

24. "Some Fundamental Relationships for Tubular Heat Exchanger Thermal Performance," Trans. ASME, Journal of Heat Transfer, Vol. 103, pp. 573-578 (1981).

25. "Transient Swelling of Liquid Level During Pool Boiling in an Emergency Condenser" (with J. P. Gupta),

Letters in Heat and Mass Transfer, Vol. 8, No. 1, pp. 25-33 (1981).

26. "An Approximate Method for Evaluating the Temperature Field in Tubesheet Ligaments of Tubular Heat Exchangers Under Steady State Conditions" (with M. Holtz), Journal of Engineering for Power, Trans.

ASME, Vol. 104, pp. 895-900 (1982).

27. "Feasibility Study of a Multi-Purpose Computer Program for Optimizing Heat Rates in Power Cycles (with Y. Menuchin and N. Hirota), Proceedings of the Conference on Industrial Energy Conservation Technology, Houston, (1981).

28. "Design Parameters Affecting Bolt Load in Ring Type Gasketed Joints" (with A. I. Soler), Trans. ASME, Journal of Pressure Vessel Technology, Vol 105, pp. 11-13 (1983).

29. "A Design Concept for Minimizing Tubesheet Stress and Tubejoint Load in Fixed Tubesheet Heat Exchangers" (with A. I. Soler), Trans. ASME (1982).

30. "Dynamic Coupling in a Closely Spaced Two-Body System Vibrating in Liquid Medium: The Case of Fuel Racks" (with A. I. Soler), Proceedings of the Third International Conference on "Vibration in Nuclear Plant," Keswick, England, pp. 815-834 (1982).

31. "Effect of Nonuniform Inlet Air Flow on Air Cooled Heat Exchanger Performance" (with A. I. Soler and Lee Ng), Proceedings of the Joint ASME-JSME Heat Transfer Conference, pp. 537-542 (1983).

32. "Seismic Response of Free Standing Fuel Rack Constructions to 3-D Motions," (with A. I. Soler),

Nuclear Engineering and Design, Vol. 80, pp. 315-329 (1984).

33. "A Method for Computing Maximum Water Temperature in a Fuel Pool Containing Spent Nuclear Fuel, Heat Transfer Engineering, Hemisphere (1986).

34. "On Minimization of Radwaste Carry-Over in a N-stage Evaporator (with Maurice Holtz and Vincent Luk), Heat Transfer Engineering, pp. 68-73, Vol. 5, No. 1-1 (1984).

35. "Feedwater Heater Procurement Guidelines - Some New Performance Criteria, Symposium on State-of-the-art Feedwater Heater Technology, EPRI (1984).

36. "Method for Quantifying Heat Duty Derating due to Inter-Pass Leakage in Bolted Flat Cover Heat Exchangers, Heat Transfer Engineering, pp. 19-23, Vol. 4, No. 3-4 (1983).

37. "Foundation Stresses under Support of Freestanding Equipment Subjected to External Loads, (with I.

Gottesman), International Journal of Pressure Vessels and Piping, Vol. 20, No. 2, pp. 127-138 (1985).

38. "On Some Performance Parameters for Closed Feedwater Heaters, Journal of Pressure Vessel Technology, Trans. ASME (1987).

39. "A Design Procedure for Evaluating the Tube Axial Load Due to Thermal Effects in Multi-Pass Fixed Tubesheet Heat Exchangers (with A. I. Soler), Journal of Pressure Vessel Technology, Trans. ASME (1987).

40. "An Elastic-Plastic Analysis of the Integral Tubesheet in U-Tube Heat Exchangers - Towards an ASME Code Oriented Approach, Int. Journal of Vessel and Piping (1987).

41. "Feedwater Heaters, Heat Transfer Equipment Design, R. Shal et. al (editor), Hemisphere (1988).

42. "Surface Condensers, Heat Transfer Equipment Design, R. Shal et. al (editor), Hemisphere (1988).

Resume l Dr. Kris Singh

43. "Flow Induced Vibration, Heat Transfer Equipment Design, R. Shal et. al (editor), Hemisphere (1988).

44. "Mechanical Design of Heat Exchangers, Heat Transfer Equipment Design, R. Shal et. al (editor),

Hemisphere (1988).

45. "A Rational Method for Analyzing Expansion Joints (with A.I. Soler), ASME, Journal of Pressure Vessel Technology (1988).

46. "An Analysis of the Improvement in the Thermal Performance of Surface Condenser Equipped with Tweener Supports, ASME Joint Power Generation Conference, Miami (1987).

47. "Pressure Vessels - Design & Operation, Chemical Engineering, pp. 62-70, Chemical Engineering, McGraw Hill, N.Y (1990).

48. "Spent Fuel Storage Options: A Critical Appraisal, Power Generation Technology, pp. 137-140, Sterling Publications, U.K. (1990-91).

49. "Design Strength of Primary Structural Welds in Free-Standing Structures (with A.I. Soler and S.

Bhattacharya), Journal of Pressure Vessel Technology, Trans. ASME (1991).

50. "Seismic Qualification of Free-Standing Nuclear Fuel Storage Modules - The Chin Shan Experience, Nuclear Engineering International, U.K. (1991).

51. "Transient Response of Large Inertia Cross Flow Heat Exchangers (with Y. Wang and A.I. Soler),

ASME 91-JPGC-NE-27 (1991).

52. "Some Results from Simultaneous Seismic Simulations of All Racks in a Fuel Pool (with A. I. Soler),

INMM Spent Fuel Management Seminar X, Washington, D.C. (1993).

53. "A Case for Wet Storage, INMM Spent Fuel Management Seminar X, Washington, D.C., (1993).

54. "Application of Transient Analysis Methodology to Heat Exchanger Performance Testing" (with I.

Rampall and Benjamin H. Scott), ASME Joint Power Generation Conference, (1994).

55. "Predicting Thermal Performance of Heat Exchangers Using In-Situ Testing and Statistical Correlation (with Benjamin H. Scott), ASME Joint Power Generation Conference (1994).

56. An Overview of the HI-STAR Technology, INMM Conference, Washington, DC, (1997).

57. A Structural Assessment of Candidate Fuel Basket Designs for Storage and Transport of Spent Nuclear Fuel (with Max Delong), INMM Conference, Washington, DC (1998).

58. Seismic Response Characteristics of HI-STAR 100 Cask System on Storage Pads (with Mark G. Smith and A.I. Soler), INMM Conference, Washington, DC (1998).

59. Analysis of Mechanical Impact Events in Spent Fuel Storage Equipment (with Charles Bullard) (1997).

60. Predicting the Structural Response of Free-Standing Spent Fuel Storage Casks Under Seismic Events (with Alan I. Soler and Mark G. Smith), 16th Conference on Structural Mechanics in Reactor Technology (SmiRT 16), Washington, DC (2001).

61. The Multi-Purpose Canister: A Bulwark of Safety in the Post-9/11 Age (John Zhai), 2003 International High-Level Radioactive Waste Management Conference, Las Vegas, Nevada (2003).

62. Validation of an Impact Limiter Crush Prediction Model with Test Data: The Case of the HI-STAR 100 Package (with A.I. Soler, and C. Bullard), PATRAM 2004, Berlin, Germany (2004).

63. Predicting the Response of the Impact Limiter in the HI-STAR Family of Transport Packages Using a Benchmarked LS-DYNA Dynamic Model (with John Zhai and A. I. Soler), Proceedings of the 15th International Symposium on the Packaging and Transportation of Radioactive Materials, PATRAM 2007, Miami, Florida (2007).

64. On the Essential Characteristics of Underground Storage of Spent Nuclear Fuel in the HI-STORM 100 System, K.P. Singh, Proceedings of the 15th International Symposium on the Packaging and Transportation of Radioactive Materials, PATRAM 2007, Miami, Florida (2007).

65. Spent Nuclear Fuel (with Tony Williams), Companion Guide to the ASME Boiler & Pressure Vessel Code, Third Edition, Volume 3, Chapter 56, pp. 433-453 (2009).

66. On the Environmental Isolation and Seismic Resistance Characterization of the HI-STORM Underground Fuel Storage System (with C.W. Bullard, J. Zhai, and W.S. Woodward), Proceedings of the PATRAM 2010 Conference, London, United Kingdom (2010).

67. The Role of Metamic-HT - Industrys First Nano-Particle Based Material - In Fuel Basket Design, (with Indresh Rampall, Thomas G. Haynes, and Phillip Blue), Proceedings of the PATRAM 2010 Conference, London, UK (2010).

68. Water Cooled Steam Surface Condensers Power and Energy Generation Handbook, ASME, Chapter 30, ed. K.R. Rao (2011).

Resume l Dr. Kris Singh

69. On the Thermal-Hydraulic Essentials of the Holtec Inherently Safe Modular Underground Reactor System (with Indresh Rampall, and Joseph Rajkumar), ASME Small Modular Reactors Symposium, Washington, DC (2011).

70. Management of Spent Nuclear Fuel (with Tony Williams), ASME Boiler & Pressure Vessel Code Third Edition, Chapter 56 (2009).

71. On-Site Storage, Transport, Consolidated Interim Storage, and Disposal of Used Nuclear Fuel, Continuing and Changing Priorities of ASME B&PV Codes and Standards, Chapter 13 (2014).

Resume l Dr. Kris Singh

Pierre P. Oneid President and Chief Nuclear Officer Profile Key experience Qualifications Pierre Oneid has over thirty-

• Major Projects Executive eight years of experience in the E.M.B.A. (Executive Master of Oversight Business Administration), Queens Nuclear Industry. As Senior

• Structural Design Vice President and Chief University, Kingston, Canada 1998

• Marketing and Sales Nuclear Officer of Holtec Management B.A.S. (Bachelor of Applied International, he is responsible for the overall success of Science), Mechanical Engineering Holtec Nuclear Projects, and with Management Option, the Safety, Quality, on-time University of Ottawa, Ottawa, delivery, and productivity of Canada, 1981 Holtec Fabrication. He has been instrumental in the development and maintenance Professional Associations/

of the strong Holtec Nuclear Certifications Safety Culture. Mr. Oneids responsibilities also include developing and implementing NEI Nuclear Strategic Initiative the Corporate Strategy and Advisory Committee (NSIAC)

Nuclear Marketing and Sales. member since 1999 Mr. Oneid is the chairman of the Holtec Executive NEI Supplier Advisory Committee. Committee member since 2009 Civil Engineering Surveying, Marketing Management, French Courses SONGS Executive Oversight Board Conceptual Selling, Strategic Selling, and Professional Selling One and Two programs License and Professional Membership Past Registered Professional Engineer, Province of Ontario (PEO)

American Nuclear Society member, 2004 Resume l Pierre P. Oneid

Experience Mr. Oneid joined Holtec International in 2005 holding the position of Senior Vice President and Chief Nuclear Officer. Under his leadership, Holtecs U.S. market share increased from 22% to 62%.

During his tenure at Holtec his responsibilities have expanded to include the following roles:

x Executive for Heat Transfer Division x Chairman of Executive Committee x Chief Governance Officer Mr. Oneid also previously held the position of Holtec SMR, LLC President.

Since the formation of Holtec Decommissioning International (HDI), Mr. Oneid has served as the HDI President

& CNO, overseeing the operations and maintenance of the Holtec Decommissioning Fleet. He currently serves as a member of the Comprehensive Decommissioning International (CDI) Board of Directors.

Prior to joining Holtec International in 2005, he served as Vice President and Director of Global Marketing and Sales for Shaw/Stone & Webster Nuclear Division. His responsibilities also included Major Projects Executive Oversight for clients such as TVA, Exelon and Entergy. His twenty-four years career with Shaw/Stone and Webster spanned two major fields within the company.

Mr. Oneid has extensive experience in project management executive oversight. He has held positions on both the SONGS and Vermont Yankee Executive Oversight Boards. Mr. Oneid has twelve years of Marketing Management in charge of Business Development of engineering, construction and consulting in the power/energy markets totaling over $5 billion in sales. During this time, his roles and responsibilities were to apply technical knowledge and understanding of the power industry with effective business development strategies to achieve and maintain new business, identify potential clients while maintaining current clients, helping them understand their needs and screen opportunities. He also provided strategic and management input to proposals and projects, lead sales and marketing efforts for international and domestic projects, establishing project-teaming agreements and help develop strategic alliances. Mr. Oneid was instrumental in leading contract negotiations and expediting resolutions of open items, being held responsible for closing the deal. He assessed new business opportunity risks and developed risk mitigation strategies, ensuring that budgets and schedules are established and followed. Mr. Oneid worked with the appropriate Business Sectors to develop winning strategies and managed Client-Stone & Webster interface at all levels. He was instrumental in providing feedback to appropriate business sectors and executive management regarding trends and competitive pressures, always sure to maintain the pulse of Client satisfaction on on-going projects. Additionally, Mr. Oneid was able to develop long-term strategies to achieve business success and provide executive oversight for major nuclear and non-nuclear Projects.

In twelve years of professional engineering experience in mechanical and structural design, Mr. Oneid held senior engineering responsibility, performing efficient and cost reduction designs utilizing engineering judgment, as well as developed and implemented simplified procedures for engineering design changes, prepared design development reviews for Safety Evaluation Reports and is an expert in troubleshooting piping failures during start-up and testing and quick response to design changes requested by operations. As Group Leader, he was responsible for system acceptance and reconciliation reviews - N5 Program and managed the Snubber Reduction Program for a nuclear utility also serving on the Snubber Nuclear Utility Group (SNUG). Since joining Stone &

Webster in 1981, assignments have included one year in the Canadian head-office, Toronto, Canada as well as a year in the operation center, Cherry Hill, New Jersey. He spent two years in field assignment in Baton Rouge, Louisiana and a five in Oswego, New York. In addition, he worked three years in the client's headquarters, Syracuse, New York and twelve years in Cherry Hill, New Jersey office. Mr. Oneid joined Raytheon Engineers & Constructors, Inc. for five months in 2000 as Vice President of Global Nuclear Marketing

& Sales.

Resume l Pierre P. Oneid

Mr. Oneids many years in power plant experience include nuclear and non-nuclear systems at several stations, such as Beaver Valley Nuclear Station - Unit 2, Duquesne Power and Light Company (May 1981 - July 1982),

River Bend Nuclear Station - Unit 1, Gulf States Utilities (Aug 1983 - July 1985) and Nine Mile Point Nuclear Station

- Unit 2, Niagara Mohawk Power Corporation (Aug 1985 - Dec 1992).

Project Experience Mr. Onieds project experience included Executive Oversight for the Maintenance & Modifications Project for Exelon Nuclear, Entergy Nuclear as well as the successful completion of 240MW Simple Cycle Power Plant for Indianapolis Power & Light and DTE Energy Services. He established General Services Agreements with major Nuclear utilities as well as developed and implemented winning strategy for $820 Million maintenance and modifications contract for TVA Fleet and Restart services for Browns Ferry Unit #1. Adding to his accomplishments, he also developed and implemented winning strategies to leverage existing nuclear maintenance work to include engineering in nuclear, fossil and T&D divisions for TVA and for the $120 million maintenance contract for ComEd in Chicago, 1998. The strategy included teaming with a local partner. He formulated and implemented winning strategy for a $500 million maintenance and modification contract with Exelon to cover their entire Nuclear fleet (17 units), 2001, developed and implemented winning marketing strategy for $15 Million Engineering contract with ComEd including opening an office for Stone & Webster in the Chicago area, developed and implemented winning strategy for an EPC contract for 720MW Combined Cycle Power Plant for AES of Virginia and developed and implemented winning strategy for an EPC contract for 240MW Simple Cycle Power Plant for IPL of Indiana and DTE Energy Services of Michigan. He also managed technical teams for the N-5 Program at River Bend Nuclear Station and the Snubber Reduction Program for Nine Mile Point #2.

Mr. Oneids power plant experience includes nuclear and non-nuclear systems at several plants, such as Beaver Valley Nuclear Station - Unit 2, Duquesne Power and Light Company (May 1981 - July 1982), River Bend Nuclear Station - Unit 1, Gulf States Utilities (Aug 1983 - July 1985), Nine Mile Point Nuclear Station - Unit 2, Niagara Mohawk Power Corporation (Aug 1985 - Dec 1992) and he was responsible for Pipe Stress Analysis, Pipe Support Design, N5 Program, entire systems Hydro Engineering Reviews, Trouble shooting of piping failures.

Technical Paper Preventing Stress Corrosion Cracking of Spent Nuclear Fuel Dry Storage Canisters, June 2019, with Lloyd Hackel, et al.

Resume l Pierre P. Oneid

Pamela B Cowan Senior VP and Chief Operating Officer Holtec Decommissioning International Profile Key experience Qualifications Pam has been in the x Management Master of Science in Engineering commercial nuclear power Management, June 2000 DREXEL industry for over 25 years, most x Decommissioning Governance, Oversight and UNIVERSITY, Philadelphia, PA of which were in leadership roles at nuclear utilities. She Trust Fund Financial Reporting Bachelor of Nuclear Engineering, has in depth experience in March 1990 GEORGIA INSTITUTE areas of spent fuel x Used Fuel Management management and OF TECHNOLOGY, Atlanta, GA and DOE Recovery decommissioning, and has led x Fleet Licensing and industry initiatives, developed INPO Senior Nuclear Plant Regulatory Affairs Manager Course 2012 and implemented fleet governance, interfaced x Nuclear Oversight including extensively with regulators and QA & Employee Concerns MIT Probabilistic Risk Management spoken in numerous forums in x Plant Engineering Course 2002 these areas. Pams education x Plant Operations/Control coupled with her broad Senior Reactor Operator (SRO)

Room operational and technical License, Salem Generating Station, experience, provide a strong x Emergency Operations 1998 foundation from which to Facility Emergency Director effectively provide Professional Associations comprehensive assessment of situations and leadership in Executive Sponsor, US Women in developing safe, efficient Nuclear - 2017-2018 strategies and solutions.

Board of Trustees, Delaware Valley Science Fairs - 2015-2016 NEI Decommissioning Transition Task Force Decommissioning Rulemaking Lead, 2015-2016 Vice Chair, EPRI Technical Advisory Committee for Used Fuel and High-Level Waste, 2015-2016 Steering Committee Member, Decommissioning Plant Coalition 2012-2016 Resume l Pamela B Cowan

Experience with Holtec International (Present) x Provide strategic direction and oversight of license transition activities including standardized governance development to support transition and HDI as a nuclear plant licensed operator upon license transfer Experience with Nuclear Energy Institute (2016-2018)

Vice President, Nuclear Generation Group x Responsible executive for regulatory initiatives in spent fuel, decommissioning, licensing, new and advanced reactors, digital instrumentation and control, license renewal, and accident tolerant fuel x Frequently meet with NRC executives, congressional staff and DOE on regulatory and industry initiatives x NEI executive lead for the National Nuclear Energy Strategy Innovate Initiative, focused on new and advanced reactors Experience with Exelon Generation (2004-2016)

Senior Director, Decommissioning x Responsible for fleet decommissioning planning activities, including Oyster Creek, Zion transition, "what if" scenarios for potential shutdowns and all decommissioning cost estimates x Performed as a Corporate Emergency Director in the joint Emergency Operations Facility supporting Limerick, Peach Bottom and TMI x Industry lead for NEI decommissioning rule-making team Director, Spent Fuel & Decommissioning x Responsible for strategy for wet and dry spent fuel for the Exelon fleet, including managing spent fuel pool criticality issues and the DOE settlement agreements x Worked with the NEI and EPRI on a successful strategy to gain NRC approval of ISFSI license renewal for Calvert Cliffs x Developed the Exelon decommissioning management model, a comprehensive governance and oversight model including organizational, financial, regulatory and technical aspects x Performed quarterly oversight of the Zion nuclear plant decommissioning as per the asset sale agreement Director, Work Management x Responsible for oversight and implementation of online and outage work management functions for Peach Bottom Atomic Power Station x Provided overall station leadership as a Station Duty Manager (SDM), such as approving risk reviews for emergent activities, decision-making on priorities and directing Outage Control Center activities.

x Performed oversight of Peach Bottom site supply operations including procurement engineering and warehouse operations Director, Licensing and Regulatory Affairs x Directed and provided oversight for all licensing and regulatory affairs activities for the mid-Atlantic Exelon stations: Peach Bottom, Limerick, Oyster Creek and TMI x Cognizant director for licensing guidance on the security and emergency preparedness ROP and licensing submissions for the Exelon fleet x Led teams as an Executive Issues Manager on high profile issues including the Peach Bottom inattentive security issue and Oyster Creek tritium Resume l Pamela B Cowan

Nuclear Oversight Manager x Managed quality assurance assessment and auditing activities as well as provided oversight of the implementation of the employee concerns program for Peach Bottom Atomic Power Station Experience with American Electric Power (2000-2004) System Engineering Manager Engineering Manager x Managed a group of over 40 engineers as the senior plant engineering manager for the Nuclear Steam Supply System, Balance of Plant, Electrical and I&C, Maintenance Rule, Reactor Engineering and Rotational Engineer Program groups Licensing Supervisor/Lead x Lead for the significance determination appeal on the essential service water (ESW) silt intrusion event Experience with PSEG Nuclear (1992-2000)

Control Room Supervisor x Supervised control room and field operations of Salem Generating Station pressurized water reactors as an NRC licensed Senior Reactor Operator (SRO)

Senior Engineer & Contractor, Nuclear Fuels & Safety Analysis x Built numerous thermal-hydraulic computer models to simulate reactor transient response using the RETRAN code Experience with Westinghouse Electric Corporation (1990-1992)

Associate Engineer x Performed licensing basis thermal hydraulic, fuel rod and point kinetics calculations for Westinghouse reactors Resume l Pamela B Cowan

Andrea L. Sterdis Vice President, Regulatory and Environmental Affairs Holtec Decommissioning International Profile Key experience Qualifications Ms. Sterdis has over thirty- x Management Master of Science in Engineering eight years of experience the x Decommissioning and Public Policy, May 1997, nuclear energy field including Governance and Oversight CARNEGIE-MELLON UNIVERSITY, more than 20 years in Pittsburgh, PA x Nuclear Safety leadership positions. She has PhD Study in Engineering and acquired a depth of knowledge x Licensing and Regulatory Affairs Public Policy, May 1997 through and experience in a number of December 2002 (including disciplines including nuclear x Plant Engineering successful implementation of the safety evaluation and analysis; x NRC Regulation qualifying examination), CARNEGIE-instrumentation design, x Instrumentation Design MELLON UNIVERSITY, Pittsburgh, engineering and PA implementation; NRC x Environmental Analysis regulation, permitting and x Fleet Project Management Bachelor of Science, Electrical licensing; environmental Engineering, May 1981, regulation and permitting; CARNEGIE-MELLON UNIVERSITY, project management and Pittsburgh, PA planning; contract negotiations; new plant development; and decommissioning/ nuclear waste management. These positions have given her the opportunity to develop and utilize strong communication, management and leadership abilities. She has had the opportunity to interact with utility and large vendor executive management; as well as government elected officials at the local, state and federal levels. She has also had the opportunity to present at public meetings including NRC Commission and Advisory Committee on Reactor Safeguards (ACRS) meetings.

Resume l Andrea L Sterdis

Experience with Holtec Holtec Decommissioning International, VP Regulatory and Environmental Affairs (Mar. 2019-Present):

Manage the regulatory, licensing and environmental activities for the Holtec fleet of decommissioning sites. Key areas of focus include the development, submittal and review support of regulatory documents supporting the acquisition, transfer and transition of decommissioning nuclear sites, maintaining interfaces with federal, state and local regulators, along with the development and implementation of fleet governance, oversight and support management systems.

Previous Decommissioning Experience Comprehensive Decommissioning International, VP Regulatory Affairs and EHSQ (Sep. 2017-Mar.

2019): Responsible for Regulatory and EHSQ activities in support of CDIs efforts to gain regulatory approvals for the Holtec planned acquisition of decommissioning nuclear power plant sites.

Atkins, Director, Licensing and Regulatory Affairs (Feb. 2017-Sep. 2017): Responsible for the development and management of Licensing and Regulatory activities for support of nuclear plants including operating plants, new construction projects, proposed designs and decommissioning.

Holtec, SONGS Decommissioning Proposal Development Team (Sep. 2015-Jan. 2016): Key responsibilities as a member of the Team Holtec proposal development team included the development of multiple proposal sections including the Regulatory and Environmental, Plant Transition and Integration Proposal Sections. The Team Holtec proposal included assuming responsibility for completing the SONGS ISFSI expansion project (a Holtec International existing project), and the development of strategies for cost-effective, regulatory compliant low-level waste disposal strategies.

SONGS, Decommissioning Nuclear Regulatory Affairs Manager (Jul. 2014-Apr. 2015): Responsibilities included the primary interface between SONGS and the NRC (both Rockville and Region IV organizations) from the initial interactions with the NRC following SONGS submittal of the key decommissioning regulatory documents through submittal of responses to NRC Requests for Additional Information. Key responsibilities included: developing critical relationships between NRC Rockville organizations including the Division of Reactor Licensing, Nuclear Security and Incident Response (Emergency Planning, Physical Security and Cyber Security), and Nuclear Reactor Regulation (sections responsible for review of spent fuel safety including systems and safety analysis as well as ISFSI expansion); developing strong site cross-organizational understanding of decommissioning regulatory requirements to support an integrated site transition to decommissioning; ensuring the appropriate, integrated and consistent use of regulatory change processes as the site transitioned to decommissioning, implemented cold and dark systems, including site/organization implementation of programmatic changes and plant staffing level reductions; providing regulatory support to the engineering and decommissioning team efforts for Cold and Dark design and ISFSI expansion, including procedure and procurement/contract development efforts to ensure regulatory alignmentcontinuously benchmarking the current decommissioning fleet to determine best practices, lessons-learned and other feedback.

SONGS Manager of Controlled Documentation Management (Jul. 2014-Apr. 2015): Responsibilities focused on the archival of Quality Records for SONGS Units 1, 2 and 3 and the ISFSI.

Experience with Tennessee Valley Authority (2008-2014)

Tennessee Valley Authority, General Manager, NPG Project Management Nuclear Power Group, Chattanooga, TN: Responsibilities included overseeing TVA Nuclear Power Group (NPG) fleet-wide project management for capital and O&M projects. Fleet project portfolio had averaged $350M annually for the fleet of six units operating at three sites. TVA representative to the INPO Project Management Working Group; NPG representative to the TVA Corporate Project Management Peer Team.

Tennessee Valley Authority, Senior Manager, Strategic Nuclear Expansion Nuclear Generation Development: Primary position responsibility is to direct the development and implementation of a plan to Resume l Andrea L Sterdis

deploy the first-of-class SMR at the Clinch River Site. Critical tasks included overall project direction for the development of a Construction Permit application for submittal to the Nuclear Regulatory Commission.

Tennessee Valley Authority, Manager, Licensing and Industry Affairs Nuclear Generation Development and Construction: Responsibilities included managing licensing, regulatory and industry activities for Nuclear Generation Development and Construction projects including the Bellefonte AP1000 Combined Operating License Application and the Bellefonte Units 1 and 2 project re-start. Experiences further developed existing management, licensing and regulatory skills and developed skills for managing and implementing TVA NEPA (National Environmental Policy Act) requirements.

Experience with Westinghouse Electric Corporation (1981-2008)

AP1000 Manager, Licensing and Customer Interface, Pittsburgh, PA (2005-2008): Responsibilities included managing licensing, regulatory and industry activities for the development of the AP1000 advanced light water reactor. Position was defined as the single point of contact between the NRC and Westinghouse for all AP1000 design certification and licensing issues. The Licensing and Customer Interface organization was responsible for the development and implementation of licensing and regulatory positions, NRC.submittals, and compliance documentation. Responsibilities also included the coordination of customer interfaces with NuStart, TVA, Southern Company, South Carolina Electric & Gas, Progress Energy, Duke Energy and Florida Power & Light for the licensing and engineering work supporting the development of their Combined License Applications. Critical skills for this position included supervising senior technical and project manager resources, written and oral communication abilities, strong integration and organization abilities, as well as critical and strategic decision making.

Senior Engineer, Nuclear Safety: Ms. Sterdis held a variety of positions performing safety evaluations including 10 CFR 50.59 evaluations, developing instrumentation functional requirements for safety-related systems, developing designs to address post-TMI requirements, addressing potential safety issues for near-term and operating Westinghouse PWRs.

Resume l Andrea L Sterdis

J. Scott Thomson Executive Director of Global Security Holtec Decommissioning International Profile Key experience Qualifications Scott has over 25 years of law x Executive leadership Master of Education, May 2001, enforcement experience with 11 SETON HALL UNIVERSITY, Orange, NJ years as the police chief. He has x National/Local Safety and served as the elected President of Security the Police Executive Research x Organizational design Bachelor of Sociology, July 1994, Forum, a law enforcement RUTGERS UNIVERISTY, Camden, NJ executive organization with more x Change management than 3000 members form around x Law the globe. Scott has in depth experience in areas of safety, Professional associations security, complex investigations, and organizational dynamics at Security Work Group- NEI 2019- present the local, national and international levels. Scott has Past President, POLICE EXECUTIVE lectured to dozens of community RESEARCH FORUM - 2019-present groups, professional organizations and/or institutions of higher learning. He has served as a President, POLICE EXECUTIVE subject matter expert and an RESEARCH FORUM - 2015-2019 advisor in various capacities to the United States Department of Founding Board Member of The Law Justice, the New Jersey Attorney General, The New Jersey Enforcement Executive Leadership Supreme Court, the United States Group, HARVARD UNIVERSITY 2014-District Court of New Jersey and present the leaders and members of various federal/state/local law enforcement agencies. Chairman Firearms Committee-INTERNATIONAL ASSOCIATION OF CHIEFS OF POLICE 2018-2019 Board Advisor- THE AMERICAN LAW INSTITUTE, 2016-present Board Advisor- NYU Law School and Georgetown Law School, 2011-present Resume l J. Scott Thomson

Experience with Holtec International (Present) x Provide strategic direction and oversight of corporate and cyber security to Holtecs national and international facilities in 20 countries inclusive of the growing US decommissioning fleet.

Experience with Camden County Police Department (2013-2019)

Chief of Police (2013-2019) x Planned and executed to creation of a 600+ personnel law enforcement organization in the nations most dangerous city.

x Leveraged technology and coordinated local, state, and federal agencies that enhanced community security and significantly reduced murders, shootings and violent crime to 50-year lows.

x Restored public trust and confidence creating legitimacy for the department and its members x Organization was nationally recognized as a model agency by the President of the United States in 2015 x Department perennially benchmarked by more than 25 law enforcement organizations nationally and internationally x Achieved national accreditation, an elite standard achieved by less than 3% of police departments in the nation x Achieved unprecedented levels of diversity in the command ranks for minority and female officers Experience with Camden City Police Department (1994-2013)

Chief of Police (2008-2013), Deputy Chief (2007-2008), Captain (2006-2007), Lieutenant (2003-2006),

Sergeant (1999-2003), Detective (1997-1999), Tactical Officer (1995-1997), Patrolman (1994-1995) x Appointed as Police Chief in 2008; the youngest in the 141-year history of organization x Instituted organizational culture changing reforms x Professionalized department through implementation of technology, enhanced training and educational programs for officers x Managed an organizational restructuring through a single event reduction in staffing of 46%.

x Oversaw the elimination of the police organization while simultaneously creating its replacement- first of its kind in modern American history x Trained, performed, instructed and managed functions including but not limited to tactical operations, special weapons and tactics, investigations, crowd control, defensive tactics, use of force, incident command, and crisis management.

Resume l J. Scott Thomson

Dr. Alan Soler Principal Dynamicist Profile Key experience Qualifications Dr. Soler has more than 56 years x Design Analysis PhD, Mechanical Engineering, of experience in the nuclear University of Pennsylvania, 1962 industry with 30 years at Holtec x Licensing International. As Executive x Dynamic Analyses MS, Mechanical Engineering, Engineer, Dr. Soler provides University of Pennsylvania, 1959 executive leadership to the company, aided by his extensive experience in the nuclear industry BS, Mechanical Engineering, dating back to the early-1960s. University of Pennsylvania, 1958 Dr. Solers technical focus encompasses the broad area of Professional associations Structural Mechanics and Seismic Member, ASME, 1962; Fellow, Analysis. He served as a ASME, 1986 Professor at the University of Pennsylvania in this area for 21 Member of numerous ASME years before joining Holtec in Subcommittees on topics including 1986. In addition, Dr. Soler is still Environmental Policy, Turbines and actively involved in the design and Auxiliaries, Heat Transfer analysis of Holtecs fleet of dual- Equipment, and nuclear grade purpose storage and transport Pressure Vessels and Piping casks, marketed under the trade name HI-STAR. He was the lead developer of mechanical, seismic, and structural analysis methodologies in support of Holtecs license submittals for the HI-STAR transport casks.

Currently, he is involved with the design and analysis of ancillary equipment for the Holtec fleet. He has authored over 320 Holtec Technical Reports, including design specifications for spent fuel storage and transport casks and canisters, test programs for equipment, and methodologies and analysis on seismic stability, weld stress, fatigue, degradation and many other areas germane to spent fuel and nuclear waste management. Dr. Soler has held a U.S. Air Force Secret Clearance and an Atomic Energy Q Clearance Resume l Dr. Alan Soler

Professional Experience Dr. Soler served as Principal Designer of Holtecs transportation cask impact limiters with the HI-STAR 60 Transport Project in China, CNEIC. He developed the method to predict impact limiter response under transport cask drop events; the method was verified with quarter-scale tests. The cask contains a 16 assembly PWR fuel basket and will be used to transport spent fuel from Qinshan Unit 1 to the Lanzhou complex. The impact limiters and analysis methodologies have also been applied to the HI-STAR 180 cask in Switzerland.

His efforts with PFS Central Storage Project in Utah, Private Fuel Storage L.L.C., led the seismic analysis to support licensing of a 4000 cask Independent Spent Fuel Storage Installation in Utah (NRC License SNM-2513).

As part of the license application, he performed nonlinear dynamic analyses to demonstrate how the casks would not tip during a 10,000-year return earthquake with 1.2 g vertical and horizontal accelerations; the analyses were endorsed by both the U.S. NRC and Sandia National Labs. Dr. Soler also analyzed impact from an F-16 aircraft on the HI-STORM on the ISFSI pad to demonstrate there is no credible risk of causing radiological release. The latter analyses were also endorsed by the NRC.

Dr. Soler led the structural design of Holtecs patented Cask Transfer Facility (CTF) at the Diablo Canyon Dry Storage Project in California, PG&E, transferring a Multi-Purpose Canister (MPC) between storage and transport casks. He served as Principle Designer of the only anchored dry storage system (HI-STORM 100A) for high seismic zones.

Resume l Dr. Alan Soler

Mark Soler Vice President of Quality Assurance and Nuclear Oversight Profile Key experience Qualifications Mr. Soler currently serves as Vice x Quality Assurance and University of Pennsylvania Implementation BS, Mechanical Engineering, 1986 President of Quality Assurance and is responsible for Holtec x Project Engineering Extensive training in QA/QC International's overall Quality Requirements for Manufacturing Assurance Program. He has over 30 years of experience in project management and quality assurance. He is the custodian of Holtecs QA program established in 1986 and approved by the NRC in docket number 71-0784. Mr.

Soler has provided QA oversight on hundreds of Holtec projects involving design and fabrication of structures, systems and components. His experience includes securing NRC approval of QA programs that meet the requirements of 10 CFR 50, 71, 72, and NQA-1.

Mr. Soler takes a pragmatic approach to his role based on this experience as Manager of Projects (1986-90), during which he was responsible for managing spent fuel storage projects. In this position, his QA background was a critical element in addressing subsequent NRC Information Notice 95-29 for overseeing design and fabrication activities for metal components used in spent fuel dry storage equipment. Prior to joining Holtec in 1987, Mark served as Quality Engineer and Associate for General Electric Resume l Mark Soler

Relevant Experience As QA Director, Mr. Soler unified the QA programs across Holtec International, Holtec Manufacturing Division and Nanotec Metals Division. He developed and implemented an Excellence Program covering FME, Calculation Packages, Manufacturing, and Corrective Actions to establish the highest possible levels of safety across Holtecs divisions by minimizing human performance issues. Mr. Soler is also responsible for quality oversight at overseas fabricating facilities subcontracted by Holtec in China, Spain, and Korea to support localization mandates.

In his role as QA Manager, Mr. Soler prepared and implemented Holtecs QA program, plans, and procedures, as well as surveyed and evaluated vendor facilities and audited vendor QA programs and procedures. He maintained corporate QA program, updated required QA training, supervised QA activities, and managed 20+ successful audits of Holtecs QA Program, including several by NUPIC.

Additionally, as Quality Implementation Manager, Mr. Soler verified the quality of fabricated products met Holtecs procurement requirements, reviewed vendor documents for compliance, conducted audits of external suppliers, and surveyed activities at suppliers facilities.

Mr. Soler began his quality management career at GE as a Quality Engineer and Associate Engineer in an entry-level position. Here, he received extensive in-class and on-the-job training in several GE divisions.

Professional Experience x 1989 - Present, Various Positions, Holtec International, Marlton, NJ x 1986 - 1989, Quality and Project Engineering Positions, General Electric Resume l Mark Soler

Stefan Anton Vice President of Engineering Profile Professional Experience Qualifications Dr. Stefan Anton has 30 years of x 2008- Present, Vice RWTH Aachen, Germany, Dr.-Ing.,

experience in the design and Mechanical/Nuclear Engineering, President of Engineering licensing of structures, systems 1997 and components for the nuclear and Licensing, industry, with a focus on spent fuel Holtec International storage and transport systems. Dipl. -Ing, Mechanical/Thermal His technical specialties are Engineering, 1982 nuclear criticality, shielding and x 2007-2008, Director of applied thermo-hydraulics. He has Technical Services and led design and licensing activities Licensing, of nuclear components with a Holtec International Professional associations seminal contribution on burnup credit and criticality safety for VDI Verein Deutscher Ingenieure spent fuel racks and spent fuel x 2004-2007, Licensing (German Society of Engineers) storage and transport casks. As Manager, part of corporate engineering, he Holtec International ANS American Nuclear Society has produced more than 100 industry reports, and provided management and leadership in x 1998-2004, Senior / ASME American Society of complex technical programs Principal Engineer, Mechanical Engineers including of first-of-a-kind projects Holtec International for the domestic and international nuclear market. In addition, Dr.

Anton oversees all criticality and x 1982-1992, Senior Engineer, shielding evaluations performed at WTI GmbH, Holtec. Under his leadership, West Germany Holtec's engineers have developed wet storage racks for nearly 1/5 of all operating nuclear power plants and have led the design licensing of 20 different multi-purpose canisters based dry storage and transport systems around the world. He developed the licensing strategy for wet storage and dry storage and transport projects, including the methodology to bound a wide array of fuel types and site conditions for the general licenses granted under US 10 CFR 72 and 10 CFR 71 for dry storage and transport.

Before joining Holtec, Dr. Anton was a member of the design team that developed CASTOR spent fuel transport cask system in Germany.

Resume l Dr. Stefan Anton

Selected Projects at Holtec Mr. Anton is involved in the development and oversight of several projects at Holtec, such as HI-STAR 100 (US 10 CFR 71 Transport License). Where he helped developed the first U.S. NRC approved burnup credit methodology for transport of spent nuclear fuel, taking partial credit for fission products. This included a five-year program to determine calculational biases for fission products based on benchmarking using Commercial Reactor Criticals (CRCs). He is also responsible for the development of Initial Criticality Safety and Radiation Shielding Design for numerous transport, transfer and storage cask systems for spent nuclear fuel, including x HI-STAR 180, Dual Purpose cask for 32 to 37 PWR assemblies. Responsible for the overall design and licensing of the cask, in addition to direct responsibility for all the shielding and criticality evaluations.

Actinide-only burnup credit for the 37-assembly version.

x HI-STAR 180D, Dual Purpose cask for 32 to 37 PWR assemblies, based on the HI-STAR 180 x HI-STAR 60, Transport cask for 12 PWR assemblies x HI-STAR 80, Transport cask for 12 PWR or 28 BWR assemblies x STC, Shielded Transfer Canister for wet transfer of 12 PWR assemblies x HI-STORM MIC / MPC-24DW, storage cask for 24 PWR assemblies with optimized critically safety design and ultra-low external dose rates.

In addition, Dr. Anton is also responsible for the development of Cask Loading Strategies to minimize fuel pool residence time after plant shutdown for various clients as well as the Spent Fuel Pool loading strategies to address neutron absorber degradation for various clients.

Experiences and Achievements at Holtec Among his impressive list of achievements at Holtec, Mr. Anton also represents Holtec at national and international conferences, where he gives numerous presentations to US and international nuclear regulators, has exceptional command over nuclear criticality and shielding codes including MCNP and CASMO as well as development of methodologies for criticality and shielding analyses, and he is a Member of the ANS 8.27 Standard Committee Working Group on Burnup Credit.

Resume l Dr. Stefan Anton

James G Graham Vice President and Chief Financial Officer Profile Key experience Qualifications

• P&L & BS Master of Business Prior to joining Holtec James Management Administration - Carroll School of spent the majority of his career

• Financial Planning & Management, Boston College, working in various senior financial Analysis Chestnut Hill, MA positions at the Rohm and Haas Company and Dow Chemical

• Internal & External Reporting Bachelor of Science - Finance where he focused on the

• Mergers & Boston College, Chestnut Hill, MA specialty chemical and consumables segments Acquisitions supporting the Electronics

• Treasury & Banking Industry. While at Rohm and

• SOX, Controls, Haas and Dow, James was Governance instrumental in driving the successful expansion of their chemical mechanical planarization (CMP) business in Asia and later went on to head up the financial management of Dows Electronic Materials business.

Experience with Gechari LLC, (2014 - 2018) Chief Financial Officer and Partner Gechari LLC Responsible for the financial and general management of Gechari LLC, a startup venture focusing on specialty retail and distribution opportunities in Peru.

• Partnered with the President to drive the startup from pre- revenue to break even in 30 months.

• Worked hand in hand with the President to increase Gecharis representation from one to five N. American based fashion brands including the securing of exclusive distribution rights within Peru.

• Assisted in navigating entrenched Peruvian bureaucracy to ensure compliance with all applicable laws and streamlined the process for the importation of goods into Peru.

Resume l -DPHV**UDKDP

Experience with The Dow Chemical Company (2010 - 2014) Global Finance Director Dow Electronic Materials Global Finance Director - Dow Electronic Materials Provider of specialty chemicals and consumables to the global electronics market

• Oversight of all financial reporting and analysis for the $2.2B unit.

• Working capital management.

• Financial aspects of M&A and divestiture activity.

• Strategic initiatives including large capital investments and manufacturing footprint rationalization.

Experience with Rohm and Haas Company (1985 - 2009) Various Senior Financial Roles Global Capital Deployment Director (2008 - 2009) - Rohm and Haas Company Fortune 500 global specialty chemicals company

• Financial oversight of the companys $500M annual capital budget.

• Designed and implemented new processes and systems which increased the companys return on capital investments.

• Deployed key financial metrics and robust evaluation methodology which was uniformly applied to all projects.

• Increased the companys visibility into its project portfolio and shifted significant spending towards growth and efficiency initiatives.

Financial Director Primary Materials (2006 - 2007) - Rohm and Haas Company

• Finance Director for Rohm and Haas $2B Primary Materials monomers business.

• Responsibilities centered upon tactical and strategic support of the GM of Primary Materials through timely and accurate financial reporting and analysis.

• Key analytical duties included monthly profitability analysis, financial forecasting, world scale capital project assessment, working capital management and evaluation of strategic partnerships.

• Additional responsibilities included financial oversight of Rohm and Haas Deer Park Texas facility, the companys largest manufacturing site.

Financial Director Rohm and Haas CMP Technologies (2000 - 2005) - Rohm and Haas Company

• CMP Technologies was a $600M company within the Dow Electronic Materials (formerly Rohm and Haas Electronic Materials) business unit and was among the fastest growing and most profitable ventures in all of Dow.

• Restructured the underlying financial processes of the legacy company, managed the financial aspects of an SAP ERP implementation and addressed newly legislated SOX compliance requirements.

• Played a critical role on the companys executive steering committee which initiated a $100M investment in a state-of-the-art manufacturing and R&D facility in the Hsinchu Science Park in Taiwan.

• Played a pivotal role in managing the companys Japanese JV which provided a key conduit to the lucrative Asia Pacific semiconductor market.

Various Roles of Increasing Responsibility (1985 - 1999) - Rohm and Haas Company Resume l James G Graham

Thomas Marcille Vice President of Technical Support Profile Key experience Qualifications Tom Marcille is an accomplished x Reactor Technology B.S., Physics/Nuclear Engineering, leader and nuclear industry x Product Development University of Florida, Gainesville, FL executive with a 30+ year career, including Senior and Principal x Conceptual and Preliminary Design General Electric Edison Engineer-Engineer positions with GE Nuclear Energy, Thesis: Uranium Nuclear, Chief Engineer at Los Nitride Fuel; Fabrication Process and Alamos National Lab, Chief Operating Officer and VP of Procedures, Engineering at NuScale Power, and Holtec International VP of Six Sigma (Greenbelt) Certified, Reactor Technologies and Chief 2000, Nuclear Officer of SMR, LLC. That career reflects proven Project Leadership Program, performance developing complex General Electric, 1999 nuclear energy solutions, project execution plans and organizations, Professional associations building and organizing effective teams and strategic partnerships, Director (past), Morris and and delivering quality-compliant Associates (stainless steel chillers work consistent with rigorous project management requirements and ice machine manufacturer) and processes, and managing large complex capital equipment Member (past), Technical Advisory delivery and field commissioning Board, SCATEC AS/ THOR Energy projects. He is a strong, fair AS, Oslo, Norway executive leader and trustworthy teammate, with a commitment to Member, American Nuclear Society, integrity; demonstrating by 1985-present example and demanding adherence to a strong Nuclear Safety Culture Marcille has Member, ASME (nomination pending successfully delivered large capital for Nuclear Energy Executive Board) equipment and facility construction and commissioning projects for Principal and founder, Millwork Holtec International in the UK and Supply of Wilmington (custom stair Ukraine, with Executive parts manufacturing business in management and P&L Wilmington, NC) responsibility for the Sizewell B dry store (design through delivery, testing, construction and 1st loading), as well as both major Interim Spent Fuel programs in Ukraine; the Chernobyl ISF-2 hot cell and RBMK dry store, and; the VVER Central Spent Fuel Storage Facility for nine Energoatom VVER reactors Resume l Thomas Marcille

Experience with Holtec (2013-Present) Vice President of Reactor Technologies, Chief Nuclear Officer SMR, LLC Responsibilities x Corporate lead for development and delivery of the SMR-160 power plant through design specification development, testing, licensing, engineering, construction, with associated project execution plans (work scope and engineering deliverables) and performance measurement baseline and budgets (WBS, milestones, resources, schedules) x Principal corporate liaison with key clients (Energoatom, EDF Energy) and partners and Executive Sponsor and Program Manager for major capital nuclear equipment and facility projects. Currently responsible for the ISF-2 and CSFSF dry store programs in Ukraine, worth a combined $850m USD x Design Authority for the SMR-160 Nuclear Power Plant, responsible for development and delivery of the plant Design Specification and the configuration-managed plant Engineering Specifications. The design project focuses on completion of the plant design, with validation through testing and safety analyses, to achieve construction and operating permits for global SMR-160 deployments Demonstrated Performance/Leadership x EDF Energy Generation Sizewell-B Dry Store, delivered and complete x SMR-160 Candidate Design, KSA, Ukraine Program delivery x ISF-2 Executive Sponsor and Program Manager to complete all equipment delivery, with civil, MEP and testing to commission this major facility within the Chernobyl Exclusion Zone to process 22,000 RBMK fuel assemblies x CSFSF Executive Sponsor in Ukraine for the Energoatom 9 reactor Central Spent Fuel Storage Facility (16,000 VVER SFAs), with 140 field techs and staff, 50+ person office in Kiev x Negotiated MOUs, Term Sheets and Master Service Agreements with key clients and partners, including Mitsubishi Electric, SNC-Lavalin, GE-Hitachi and Energoatom NAEK Experience with NuScale Power (2009-2013) Chief Operating Officer and Vice President of Engineering As Chief Operating Officer and Vice President of Engineering at NuScale Power, successfully designed and managed that companys start up, staffing, infrastructure, practices and product development within Engineering, Licensing, Project Management and Quality Assurance, culminating in the company sale to Fluor Corporation in Oct.2011. Built a 150-person engineering organization that included significant numbers of senior and world-class professionals to lead design, systems engineering, safety analysis and testing teams. As the Design Authority for the NuScale Plant, was responsible to ensure that stakeholder (BOD, NRC, clients) features and requirements were ultimately satisfied in the design specification in verifiable ways. Developed and managed strategic relationships with global nuclear engineering service and component suppliers and manufacturers -

contractors and invested partners. The NuScale Power design development and licensing work has moved SMRs to the forefront of global energy planning for future plant construction and has helped pave the way for US design certification and domestic manufacturing for this important new technology.

Responsibilities x As COO (Feb.2009-Oct.2011), oversight and management of Engineering, Licensing, Quality Assurance and Project Management.

x Developed the business solutions - policies, procedures and execution plans - for the corporate Quality Management, Licensing and Project Management programs (until such time as LIC/QA VP was hired to report directly to CEO in 2010).

x Responsible for conceptual and preliminary designs and capital cost estimates and cash flows for overall plant and major engineered systems and equipment.

x Key business interface and liaison with corporate partners and contractors, including Kiewit Power, ARES, Fluor Power, General Dynamics-Electric Boat, MPR Associates, Curtiss Wright, Anatech Engineering, KEPCO and KNF (Korea).

x As VP of Engineering (Feb.2009-Jan.2013), responsible for overall management of Engineering, with direct responsibility for all department teams and functions: Plant Systems, Safety Analysis, Testing and Development, Plant Architecture and Design, Systems Integration and Requirements Management, Nuclear and T/H Codes and Methods, Human Factors Engineering and Digital I&C architecture and Resume l Thomas Marcille

Simulated Control Room (Conduct of Operations), Nuclear Fuels (development and market strategy, design, licensing, testing) and the Chief Engineers Office.

x Developed the business solutions - policies, procedures and execution plans - for the power plant design product and had ultimate development responsibility to the BOD and stake holders (NRC, clients) as the NuScale Design Authority.

x Architect of the companys Phased-Design application project to develop a state-of-the-art SMR power plant consistent with the corporate business plan to optimize key features and functions, including Safety, Total cost of ownership (capital and O&M), License-ability, Risk Management and Mitigation (cost, licensing, schedule, commercial).

x Project Manager for Design and DCD development projects (Feb.2009-Oct.2011), responsible for planning and work packages, schedules, budgets and performance - CPI, SPI and EVM.

x Senior member of corporate Risk Management, Design Decision and Quality Management teams.

Demonstrated Performance/Leadership x As COO and VP of Engineering, successfully managed the startup, staffing, infrastructure and product design development and solutions within Engineering, Licensing, Project Management and Quality Assurance at NuScale Power, culminating in the sale of the company to the Fluor Corporation in Oct.2011.

x Recruited and staffed a 150-person engineering organization that included significant numbers of senior and world-class nuclear professionals, despite company financial instability and risks inherent with a venture capital backed startup.

x Principal inventor and architect for iENG, a proprietary engineering product development, configuration management and quality/design record tool. iENG encodes executable workflows that precisely align to governing engineering and quality assurance procedures to ensure that work performed satisfies commercial and NQA-1 quality commitments.

x Developed and sponsored the Engineering Development Program (EDP) - a technical engineering development and mentor program for early career engineers and interns at NuScale Power.

Experience with Los Alamos National Lab (2004-2009) Chief Engineer As Chief Engineer, principal role was to develop and deploy processes and procedures for applied nuclear power plant engineering, to re-establish Los Alamos National Laboratory as a premiere institution for solving important commercial nuclear power challenges. Critical initial work involved authoring ASME NQA-1 Design Control procedures and work instructions, leveraging proven industry best-practices.

Responsibilities x Development, management, and execution of all commercial, military and special purpose reactor programs.

x Chief Technologist at Los Alamos National Lab for reactor physics, core design, and nuclear methods including business lead and industry liaison, and Chief Reactor Engineer to Lawrence Livermore National Lab, NASA and the University of Texas.

x Project Management and execution responsibilities for customers including NASA, Naval Reactors, NRC, DoD, and DOE (NE and NNSA). Directed and coordinated the efforts of up to 250 engineers and technical personnel, and managed annual project budgets up to $40M.

Demonstrated Performance/Leadership x Successfully recovered, managed and delivered the production of all major Naval Reactor deliverables for the 2004-2007 JIMO program, a $113M contract to Los Alamos National Lab. The program included thirteen major projects and demanded the integration of numerous laboratories and lab divisions. Critical initial tasks included the complete overhaul of the project management and execution plans and teams, along with the development and deployment of acceptable commercial and nuclear quality programs for a critical and demanding customer.

Resume l Thomas Marcille

Experience with General Electric Nuclear Energy (1987-2004)

Responsibilities x Development of technical and business solutions for commercial BWR business units and products, including GEs domestic and international (Japan) fuels operations, nuclear and T/H methods, ABWR and ESBWR NSSS design and engineering specifications and design reviews, fast reactor designs, including Japanese sodium fast reactor start-up. Positions held include:

x Principal Engineer, managing and supporting GE Nuclear Energy and Global Nuclear Fuel, and BWR reactor physics development, including Safety Analysis Codes and Methods; completion of the ABWR Design Specification and FSAR for the Design Certification program and corporate liaison to Taiwan Power Corp for the Lungmen Power Plant, initial contract and inception of construction.

x Chief Technologist and responsible engineer for BWR control blades, spent fuel, nuclear cross-sections, UO2 conversion facility modification, in-core neutron detectors and gamma thermometers, instrumentation adaption and core monitoring methods, and criticality safety; design review board member for ABWR Design Specification.

x Senior Engineer, supporting Martin Marietta Energy Systems, core design and nuclear methods development for Liquid Metal Reactor (LMR) physics and transient modeling; reactor system optimization.

x Engineer, supporting advanced energy systems, fast reactor core design and reactor engineering process development for ALMR/PRISM and SP-100 programs. Also conducted core design and fuel cycle analysis, critical physics experiments and uncertainty programs, and UN fuel fabrication and manufacturing programs.

Demonstrated Performance/Leadership x General Electric Corporate Engineering Excellence Award (Nuclear Energy), 1989.

x Principal author for numerous Licensing Topical Reports (LTRs), Technical Design Procedures (TDPs) and FSAR sections (ABWR, ESBWR).

x Responsible Engineer and PM, successfully completing a two-year major computer code development project using engineers located in North Carolina, California and Japan. Overcame scheduling, budget, language, work culture and location challenges.

x GE Edison Engineering Instructor (Nuclear Engineering), 1994-2004. The Edison Program is the technical leadership training and development program within GENE for high-potential engineers, providing training in all areas of nuclear energy and power plant engineering, operation, safety, materials, economics, software and licensing.

Resume l Thomas Marcille

C;)I Comprehensive Decommissioning International A Hottec & SNC-Lavalin Company Kelly D. Trice 3UHVLGHQW

&RPSUHKHQVLYH'HFRPPLVVLRQLQJ,QWHUQDWLRQDO Profile Key experience Qualifications Mr. Trice has thirty years of y Extensive knowledge and MBA, 1997, University of New executive management experience in the nuclear Mexico experience as the president or industry senior executive of several Nuclear Prototype, 1987, Nuclear business units with full P&L y Executive management. Power School, Idaho Falls, ID responsibility. Additional duties performed include serving on y Safety leadership in the Nuclear Engineering, 1987, the board of directors for several workplace Nuclear Power School, Orlando, independent or affiliated FL y Strong financial background companies. These business BS, Chemical Engineering, 1985 units focus on multibillion-dollar y EPC Project management (Honors), University of Oklahoma Engineering, Procurement and Construction (EPC) projects y Expertise in leading nuclear DOE Q-Clearance (Inactive) which are both international and companies in a regulatory domestic. They include nuclear environment. DOD TS, SIOP, ESI, NATO power plants, refineries, LNG (Inactive) processing plants, chemical production plants, coal fired power plants, and combined cycle power plants. Additional responsibilities include periodic briefings with prominent members of congress as well as investors, media, community, regulators and stakeholders.

Resume l Kelly D. Trice

Comprehensive Decommissioning International President (Mar. 2019--Present): Executive responsible for the P&L and complete operation of CDI, LLC which is owned by Holtec International and SNC-Lavalin. The company focuses on the decommissioning of retired nuclear plants internationally and domestically. To date the Pilgrim and Oyster Creek nuclear sites have transitioned and are under contract. Additional contracts are in preparation for IPEC and Palisades.

Bruce Power Executive Vice President (Aug. 2017 - Mar. 2019): Senior executive responsible for the EPC projects associated with Bruce Power generating station located in Ontario Canada. Bruce Power operates eight nuclear reactors generating a total of 6.8GW. Primary responsibilities include the refurbishment of six units as well as the maintenance and operation of the on-line units for a total of approximately $14 CAD.

CB&I Facilities, Plant Services, Environment and Infrastructure President (Jan. 2016 - July 2017): Chief executive of the CB&I plant maintenance and facilities service business. The focus of this unit is to perform maintenance and services on approximately 45 of the 99 operating nuclear power plants in the US, 70 fossil power plants, and approximately 140 chemical, refinery and LNG processing plants. The business operates out of 70 offices worldwide. During peak outage and turnaround periods this group will employ 17,000 people with an annual revenue of approximately $2.5B.

CB&I Power President (Nov. 2014Jan. 2016): Chief executive for the power business unit of CB&I. This business unit posted annual revenue of approximately $3.5B with a backlog of approximately $10B and had approximately 12,000 employees working in the US, Europe and China. Projects included an assortment of engineering design efforts, construction of gas fired combined cycle power plants and simple cycle power plants and nine nuclear plants. Led a complex divestiture of the nuclear power unit and consolidated the fossil power business with the CB&I oil and gas unit.

CB&I Project Services Group, LLC President (Feb. 2012July 2015): Chief executive responsible for the nuclear business line including mega-projects in China, Vogtle and VC Summer (8 nuclear new build plants under construction simultaneously) as well as a 9th nuclear plant under construction called the Mixed Oxide Fuel Fabrication Facility. The total value of the nuclear plants under construction was approximately $25B. The CPSG LLC was established as a proxy entity to satisfy government restrictions associated with the foreign ownership and control aspects of handling special nuclear materials.

CB&I AREVA MOX Services LLC President/Chief Executive Officer (April 2009--Nov. 2014): Responsible for all aspects of the CB&I AREVA MOX Services LLC operation including construction, design, startup and operation of the MFFF and its sixteen supporting buildings and infrastructure. This project is an $8.5B effort with follow-on operations totaling approximately $12B. It implements a treaty that the US signed with the Russian Federation for the purpose of eliminating 68 metric tons of plutonium from the world inventory and is part of the US non-proliferation program within NNSA (~17,000 nuclear weapons). The plant will convert weapons grade plutonium into reactor fuel assemblies which are sold to the US operating fleet. Fuel sales contracts are in negotiation with several utilities. The project is regulated by the NRC and is one of the first NRC regulated new build projects in three decades.

East Tennessee Technology Park Vice President/Deputy General Manager (April 2004April 2009): Large EPC contract for the operation, construction, decommissioning and reindustrialization of the East Tennessee Technology Park. The project was a $4.0B effort. Key responsibilities included the startup and operation of several unique nuclear processes involving Special Nuclear Materials (highly enriched U-235), construction of roads, bridges, utility infrastructure, waste processing buildings, storage buildings and also the demolition and decommissioning of approximately 250 structures including the K25, K27 and K29 gaseous diffusion plants, the largest of which is 44 acres under one roof.

Kaiser-Hill LLC Vice President/Project Director (1997-April 2004): Large EPC contract for the ultimate closure of the Rocky Flats Technology Site located in Golden, Colorado. The total project was a $7.0B effort and involved over 6300 people at peak operation. Key responsibilities included the infrastructure management, construction of all support facilities, demolition of over 700 structures and management of all nuclear operations as well as the decommissioning of the main plutonium process buildings (771, 371, Resume l Kelly D. Trice

779, 776 and 707). The project was completed one year ahead of schedule and approximately $1.0B under budget.

Various Projects throughout the United States Project Director/Senior Project Manager (19901997): Directly managed many EPC projects. The largest of these projects was a $1.5B effort, supervising approximately 700 personnel at the Hanford reservation in Richland, Washington. Directly responsible for the decommissioning of several nuclear reactors and buildings, landfill operations and numerous environmental cleanup sites. On other projects, key responsibilities included construction of various buildings, engineering and construction of waste processing plants, construction of utilities and infrastructure, excavation of buried wastes and termination of several NRC licenses.

U.S. Navy Lieutenant, Submarines (Nuclear) (1985--1990): Served as head of six divisions. Responsible for the operation, maintenance, and testing of submarine sonar equipment, weapons systems, and nuclear propulsion systems.

Resume l Kelly D. Trice

Rodney E. Whitley IPEC Decommissioning General Manager Profile Key experience Qualifications Mr. Whitley has 38 years of experience y Executive management BS Applied Science &

in all facets of the nuclear industry. TechnologyNuclear Engineering Key experience includes various y Organizational strategic Technology, Thomas Edison State management positions in the recent planning and development University, Trenton New Jersey nuclear new-build program in the US (VC Summer, Vogtle, MOX) as well as y Extensive experience managing Senior Reactor Operator License, the refurbishment program in Canada large projects and contracts River Bend Nuclear Station (Bruce and OPG). Additional experience includes maintenance, y Construction management Lead Auditor Training Course modification, outage management, y Nuclear operations licensing, regulatory compliance, and Qualified Training Instructor operations as well as quality assurance. Kepner-Tregoe Program Leader Louisiana State University Fire Training Institute Resume l Rodney E. Whitley

CB&I Project Services Group LLC (2007 - May 2019)

Vice President/Program Director: Mr. Whitley held several management positions with increasing levels of responsibility and worked on numerous projects. Many of these projects had ongoing operations in North America and Europe. Most recently, he worked in Ontario supporting the Bruce Power refurbishment program. This program is a $13B CAD effort and will decommission the primary components of six reactors which are reaching end of life criteria and must be decommissioned and then refurbished with a plan to extend their operation until 2064. The decommissioning process requires removal of all feeder piping, instrumentation and associated valves and components as well as the fuel channels located inside the Calandria vessel. This job has now been mobilized, all contracting is completed, and crews are training. Mr. Whitley worked for the MCR team itself but also had additional duties assigned by the Bruce Power Executive VP which involved coordinating the MCR efforts with the operating units at the plant.

Executive Director: Mr. Whitley was headquartered in the Charlotte office reporting to the president of CB&Is power division.

He was responsible for supporting the construction of nine nuclear units including the mixed oxide plant being constructed in South Carolina, the VC Summer units 2 & 3 being constructed in South Carolina, the Vogtle units 3 & 4 being constructed in Georgia and four units being constructed in China. In this role he was responsible for leading an integrated team which consisted of suppliers across the globe, procurement groups for several companies, construction personnel, and quality personnel. Mr. Whitley interfaced with NRC executives as well as inspectors and senior CB&I and Westinghouse personnel.

Additional responsibilities involved coordination with the construction efforts associated with five combined cycle plants.

Vice President Project Assurance: Mr. Whitley was stationed in Aiken, SC supporting the construction of the mixed oxide fuel fabrication facility. In this assignment he worked with field engineering, the welding program managers and the construction crews to construct the sixteen facilities and install approximately 85 miles of process piping and approximately 180 robotic processing systems. This effort consisted of contract management, program management, welding inspection/quality, nondestructive testing, and final acceptance testing of processing systems. Other duties included:

x Managed project, construction, technical, and material delivery issues as part of the project senior leadership team.

x Lead the change in construction work packaging to support the completion of the work activity and package to meet planned unit rates.

x Interfaced with client management to assure understanding of organization performance, project performance/status, and future plans and strategies.

x Managed service provider contracts for nondestructive testing and geotechnical engineering services.

x Assured project support for NRC inspections and interfaced with team leads and regional managers to present the projects approach to complying with construction authorization and future license requirements.

x Provide period updates to NRC personnel in both Region II and headquarters on project status.

Entergy River Bend Station. (May 1986Jan 2007)

Manager: Mr. Whitley held several management positions at the River Bend Station. During this period, he was licensed as a Senior Reactor Operator and qualified as a Control Room Supervisor & Shift Technical Advisor. He operated the plant for approximately three years. During this period, he was part of the plant team that included many refurbishment and upgrade projects.

Outage Manager:

x Responsible for completion of the Dry Cask Storage loading demonstration for the Nuclear Regulatory Commission x Responsible for preparation of station refueling outage schedules and budgets (financial and radiological), along with planned & forced outage scopes and schedules.

x Assured station readiness for outage execution by developing, tracking and evaluating the completion of outage milestones.

x Assigned project team managers to major work scopes or other High Impact Teams.

x Challenged outage work scopes, planning adequacy, and budgetary needs.

x Selected Outage Control Center discipline leads and provided teambuilding exercises and orientation sessions.

x Coordinated the preparation of post-outage critiques, reports and debriefs with other station site lead teams and corporate personnel.

Senior Reactor Operator/Control Room Supervisor/Shift Technical Advisor x Supervised control room/plant activities as a Senior Reactor Operator in accordance with operating license and procedures.

x Managed the operation of plant equipment/systems, safety tagging operations and surveillance testing.

x Supervised the activities of reactor operators with other operations and plant personnel.

x Managed equipment rotations and equipment starts as necessary to support return-to-service testing.

Resume l Rodney E. Whitley

x Evaluated plant responses to manipulations and realignments as well as performed operability evaluations for station condition reports.

x Briefed licensed and non-licensed operators prior to execution of tasks or evolutions.

x Assured Limited Conditions were entered and exited to support license conditions during maintenance work activities and surveillance testing.

Work Week Manager x A redefined senior position in the station organization designed to utilize operations knowledge and strengthen leadership in work management.

x Managed station issues to ensure prompt actions to mitigate risk and required limiting conditions of operation actions.

x Performed Duty Manager functions during absences of the General Manager Plant Operations.

x Managed Maintenance, Operations, or Work Control resources during system super-outages, forced, planned or refueling outages.

x Provided risk evaluation, planning, scheduling, and implementation of planned work activities for work-weeks.

x Administered and sustained the work collaboration between operations, work control center, maintenance, engineering, and support groups.

Superintendent - Fix-It-Now (FIN) and Work Management x Managed operational issues until appropriately resolved or mitigated to the satisfaction of the operating crews.

x Scrutinized and prioritized the work activities for FIN staff with input from operations.

x Interfaced with maintenance superintendents on additional manpower or special skills/qualifications required to address operational concerns.

x Ensured proper support was obtained from quality, radiological protection, procurement, security and engineering to address the operational issues.

Resume l Rodney E. Whitley

Michael T. Shepard Decommissioning Projects Profile Key experience Qualifications Mr. Shepard has more than 34 years in y Extensive experience managing Contract Management Professional the nuclear power industry. His large projects and contracts Certificate, Villanova University experience includes more than 20 (Online program) years in management level positions y Wide-ranging field experience in with leadership roles on large projects both contractor and utility Construction Management valued at more than $100M as well as management roles. Professional Certificate, University of roles leading departments with annual California, San Diego y Decommissioning management budgets of $500M, staffing levels of experience Project Management Professional 45+, and responsibilities for managing/ Certificate, University of California overseeing as many as 120 active y Decommissioning project planning Irvine contracts. This experience and execution demonstrates his strengths as a self- Business Management Associates y Decommissioning planning, Degree, Miramar College motivated, innovative and resourceful contracting and transition professional.

Mr. Shepards skills include excellent analytical, technical and mechanical abilities specializing in Project, Contract and Construction Management.

Resume l Michael T. Shepard

Comprehensive Decommissioning International (2018 - present)

Oyster Creek Manager of Decommissioning Projects and Target Pricing: Mr. Shepard led the development of project schedule and costs for the Target Pricing model for CDI. His efforts focused on the Oyster Creek Decommissioning Project strategy and target pricing model. After completing the Target cost model, he now oversees much of the procurement on site, approving of purchase orders and authorizing payments for invoicing.

Mr. Shepard is also working with Labor relations in the development of a National Labor Agreement for Decommissioning and a Master Services Agreement that will establish a Fleet staffing source.

Mr. Shepard is responsible for development of the Demolition Plan at Oyster Creek. This includes development of Specifications and evaluation of proposals. He leads the effort in developing the demolition scope and strategy for Oyster Creek. This includes identification of Hot Components as part of the ALARA planning; Evaluation of engineering progress as part of Cold and Dark planning and development of a Characterization plan that includes both State (ISRA) and Federal (MARRSIM/MARSAME) requirements.

Experience with Bechtel Power Corporation. (2017 - 2018)

Vogtle Unit 4 Auxiliary Building Construction Area Manager (Aug. 2017 - Aug. 2018): Mr. Shepard held the specific position as the Vogtle Unit 4 Auxiliary Building Construction Area Manager. He was a key member of the Bechtel Senior Leadership team for the Units 3 and 4 Construction Project. Specifically, Mr. Shepard was the Construction Manager responsible for all aspects of the Unit 4 Auxiliary Building construction including subcontract management, Field Engineering, supervision of over 200 craft laborers, Project Controls, and development/execution of project recovery plans. Mr. Shepard was responsible for managing the project within the allotted $3B budget. In this role he was responsible for the development and execution of the detailed construction schedule and focused his efforts on improving efficiency and maximizing available work fronts.

Transition Team Construction Manager (Apr. 2017 - Aug. 2017): Developed the detailed Transition Plan and schedule for assuming the Construction of Vogtle Units 3 & 4.

V.C. Summer Units 2/3 Construction Area Manager (Feb. 2017 - Mar. 2017): Key leader on the Bechtel team that was assuming responsibility for Nuclear Island completion. Same role and responsibilities as defined above for Vogtle Unit 3 & 4 Project. Bechtel responsibilities at V.C. Summer ended in May 2017.

Southern California Edison, San Onofre Nuclear Generating Station (SONGS) (2006 - 2017)

SONGS Unit 2/3 Construction Manager for Decommissioning: Mr. Shepard held various management level positions at SONGS including Decommissioning Manager following the SCE decision to permanently shutdown the two working units. In this role he was responsible for the development and execution of transition planning activities including the evaluation of decommissioning strategies. He served as the SCE authorized representative for contracts and was responsible for managing Vendor contracts from procurement through closeout and assumption/transition to the Decommissioning General Contractor (DGC). Mr. Shepard was a member of the leadership team responsible for developing the DGC Request for Bid package and was the primary in developing the construction scope aspects including dismantlement and demolition scope elements. Mr. Shepard oversaw the finalization of the RFP and issuance to 60 potential bidders. He was a member of the key leadership team that performed the technical bid reviews, the financial bid evaluations, selected the DGC and finalized the contract scope, terms and conditions. Mr. Shepard was the SCE construction management lead for the DGC bidder conferences. Original contract estimates for DGC were in the $2B to $3B range. Final contract awarded was a fixed price contract in the $1.2B to $1.4B range.

During the transition from operations to permanent shutdown, Mr. Shepard managed the Cold and Dark Plant Modifications including managing the Contract Development Team responsible for developing RFPs, executing Bidder Conferences, contractor selections, developing/negotiating and executing Contract Milestone Payments and finalizing contracts. During the Cold and Dark modification project execution, he was the SCE Authorized Representative for the vendor contracts managing the contracts from procurement through project execution completion, including managing project budget and schedule oversight.

As the SCE Construction Manager for the Interim Spent Fuel Storage Installation (ISFSI) expansion, he was a key management member of the core contracting team that developed and evaluated contract strategies and managed the bidding process from RFP development through vendor selection and contract finalization. As the SCE Construction Manager, he provided Contractor Oversight of ISFSI Implementation and was responsible for Project Management including Budget and Schedule oversight.

Resume l Michael T. Shepard

Prior to SONGS permanent shutdown, Mr. Shepard held management and supervision roles supporting plant refueling outages, project planning and execution, and staff supervision. His roles included management and supervision on key projects including refueling Civil and Mechanical inspections, Weld Overlay Project, and Steam Generator Replacement. Mr.

Shepard was responsible for segmentation, transportation and disposal of the original steam generators, including interfacing with state and local officials to obtain permits for over the road transportation of the segmented steam generators.

Bechtel Construction Co., San Onofre, CA (1997 - 2006)

Senior Field Engineer, SONGS Unit 1 Decommissioning (SONGS Unit 1 decommissioning was a self-performed project): Held the position of lead Field Engineer/Superintendent responsible for coordination and oversight of the Large Component and Systems Removal. He provided oversight of the Lampson crane, and provided project planning from concept phases through execution and closeout. Specific responsibilities included developing and executing Project Execution Plans for Plant Dismantlement and Balance of Plant demolition. Developed teams to produce effective support of matrix organizations in implementing safe and compliant work practices in executing field work. Supervised team of 100 to 200 craft laborers.

Construction Projects Senior Field Engineer/Superintendent: On-line and Refueling Outages: Mr. Shepard planned and executed multiple on-line and refueling projects. As Construction Lead, he led a construction team composed of non-manual contractors and union craft laborers in the development and execution of project plans, schedules and estimates. Specific projects included Pressurizer nozzle/heater replacement, Steam Generator/RCP hydraulic snubber replacements, large bore pipe replacement (FAC), seal oil coast down pump installation, saltwater cooling seismic retrofit, boric acid injection system installation, diesel fuel tank relining and safety injection valve replacements.

Mechanical Craft/Foreman/Superintendent (initial plant construction/start of nuclear work) San Onofre Nuclear Power Generating Station (SONGS): Mr. Shepard supervised more than 800 craft laborers (various skilled labor areas).

He managed and reported daily labor distributions of ~$2M/week. During his time in this role, the team sustained a safe work environment to a peak of 4 million safe work hours. He was responsible for managing labor resources to maintain schedule efficiency, maintaining 12-week look ahead work package plan, and identifying major equipment work window opportunities.

Mechanical Craft/Foreman/Superintendent (1983 (start of nuclear work) - 1996) y Site Maintenance Superintendent (San Onofre Nuclear Power Generating Station) y Sustained safe work environment to peak of 4 million safe work hours.

y Supervise 800 various craft employees.

y Track and report daily labor distribution of ~ $2M/week y Coordinate training y Manage labor resources to maintain schedule efficiency.

y Work Window Manager y Coordinate and schedule on-line work activities y Identify major equipment work window opportunities y Maintain 12 week look ahead on work packages y Mechanical Craft/Foreman Early Work History (1976 - 1983) y Started Apprenticeship in 1976 y Worked various Construction projects y High Rises y Commercial/industrial y Cogen y Hospitals y Government Projects Resume l Michael T. Shepard

y Residential Housing y Advanced through various Union positions y Apprentice Union Representative y Union Steward y Recording Secretary (elected 3 years) y Local Union Vice President (elected 6 years) y Local Union President (elected 6 years)

Resume l Michael T. Shepard

Matthew J. Hassler Radiation Protection Profile Key experience Qualifications Mr. Hassler is a seasoned professional y Radiation Protection Manager Computer Technology, Lincoln with 37 years in Nuclear Power. His Technical Institute specialties in work coordination, y Radiation Protection Superintendent project planning, budget controls Nuclear Engineering, Thomas Edison y Radiation Protection Supervisor State College performance management and project management create an environment of y Radiation Protection Senior BS in Business Management, respect and mutual trust as a valuable Technician Wilmington College member of any team. His Radiation y Reactor Services Superintendent Protection Manager Duties included Radiation Protection Manager responsible for the Dry Cask Storage developing work schedules, both program at Salem 1 & 2 and Hope outage and online, for RP Technicians Creek Stations Professional associations and Supervisors. He also developed personnel for future advancement. y Reactor Services Superintendent Radiological Assessment Coordinator, Responsibilities included Management Responsible for the removal of the PWR and BWR fundamentals.

Review Committee, Plant Oversite irradiated hardware in the Salem 1 &

Review Committee and Station Safety 2 and Hope Creek spent fuel pools. NRRPT, Radiation Protections Utility committee, wherein he participated in Training y Outage Management Superintendent numerous industry seminars, and is a President of Hassler Management member of the Executive Safety y Mechanical Maintenance Consulting, LLC Review Board where his main Superintendent responsibility was the implementation of federally mandated code of federal y Outage Services Refuel regulations. Superintendent Additionally: Mr Hassler established and executed the first ISFSI campaigns at Salem and Hope Creek Generating stations. Duties included review and approval of purchase orders, operating and emergency response procedures. Provided oversite for the construction of the ISFSI pad and haul path. Provide on shift oversite and leadership for all DCS activities included fuel loading, drying and welding activities. His experience in Radiation Protection was instrumental to ensure the campaign was performed ALARA. Established a lesson learned program and shared learnings with the industry vis the Holtec Users Group (HUG).

Experience Resume l Matthew Hassler

Radiation Protection Manager (2016-2017): Duties included, develop work schedules both outage and online for RP technicians and Supervisor. Developed personnel for future advancement. Responsibilities included Management Review Committee, Plant Oversite Review Committee, Station Safety committee, Participated in numerous industry seminars, Member of the Executive Safety Review Board Main responsibility was the implementation of federally mandated code of federal regulations.

Outage Management Superintendent (2014 - 2016): Duties included schedule development review and execution, process changes to reduce outage duration, develop budgets and review project plans. Coordinate and review progress Station High Impact Teams. Management sponsor for radiation dose reduction initiatives. I was responsible for the performance of 4 Outage Schedulers. Additional duties included a review of more than 20000 work activities for the impact to industrial, radiological and Nuclear Safety Member of the Station Safety Team.

Mechanical Maintenance Superintendent (2009 - 2014): Duties include both Salem and Hope Creek Mechanical maintenance activities. Implement online and outage work schedules. Development of personnel work schedules, budgets and spare part repairs. Sponsor of High Impact teams for diesel and Reactor Coolant Pump work. Duties also include ownership of lifting and rigging program, material handling program and issuance of MT&E equipment. Supervised ten management personnel, 46 mechanics, 10 custodial and 10 non-qualified mechanics.

Outage Services Refuel Superintendent (2006 - 2009): Duties include, both Salem and Hope Creek stations, schedule development and review, process changes to reduce outage duration, develop budget and project plans. Sponsor High Impact Teams. Sponsor dose reduction initiatives in this time frame served as the Lead Containment Coordinator for Reactor Head Change Out Salem 1 and 2. Responsible for 3 to 6 refuel specialist.

Acting Outage Services Manager (2006 - 2007)

Outage Services Refuel Superintendent (2003 - 2006): Duties include, both Salem and Hope Creek stations, schedule development and review, process changes to reduce outage duration, develop budget and project plans. Sponsor High Impact Teams. Sponsor dose reduction initiatives, in this time frame served as the e Lead Containment Coordinator for Reactor Head Change g Out Salem 1 and 2. Responsible p p t. Provided oversite for the construction of for 3 to 6 refuel specialist.

the ISFSI p pad and haul path.

p Provide on shift oversite and leadership p for all DCS activities included fuel loading, g, drying y g and weldingg activities. His experience p in Radiation Protection was instrumental to ensure the campaign p g was performed p ALARA.

Established a lesson learned program and shared learnings with the industry vis the Holtec Users Group (HUG).

Radiation Protection Superintendent RPM Salem (1999 - 2003): Radiation Protection Manager Duties included, develop work schedules both outage and online for RP technicians and Supervisor. Developed personnel for future advancement. Responsibilities included Management Review Committee, Plant Oversite Review Committee, Station Safety committee, Participated in numerous industry seminars, Member of the Executive Safety Review Board. Main responsibility was the implementation of federally mandated code of federal regulations.

Central Outage Group (1998-1999): Duties included coordination of all work activities in Containment. Interface with stations disciplines and Radiation Protection. Reviewed schedule and work orders. Reviewed DCPs for RP.

Assistant to Outage Manager for Restart activities on Salem Unit1(1997 - 1998): Duties included, ensure workers had tooling to complete task, schedule review and development, perform observations of work on the secondary side of the plant.

Support operations with coordination of retest and post maintenance test. Supported Engineering with DCP reviews.

Senior Supervisor Radiation Protections Operations (1995 - 1997): Duties included, develop outage work schedules for RP technicians and Supervisor. Developed survey schedule. Was responsible for 3 Supervisor and 19 technicians.

Developed budget for contract technicians for support outages. Performed containment coordinator function during outages.

Supported the Steam Generator Change out preparations on Unit 1.

Radiations Protection Supervisor (1988 - 1995): Duties included, developing training schedule, Outage Duty Supervisor, Building Supervisor, and Containment Supervisor. Reviewed radiological survey and air samples. Review RWPS. Developed dose estimates for outages. Supervised multiple workers and activities. Also, in this time frame performed the duties of an ALARA supervisor. Duties included review of DCP and T-Mods.

Radiation Protection Technician (1983 - 1988): Duties included, control of High Radiation areas, control and radioactive material, Job coverage, cavity decon, building surveys, develop Radiation Work Permits (RWPS), fork lift operations, scaffold building, Rad Waste duties, packaging of Radioactive material for disposal.

Resume l Matthew Hassler

PSEG at Salem Station as a Facilities Maintenance Yard work (1981 - 1983): Duties included fork operations, rigging, operation of the Circulating Water trash rake, processing of Radiological Waste, Packing Contaminated clothing for laundry and general facilities maintenance.

Items of Interest Mr. Hassler worked with Central Outage Group Public Service Electric and Gas Company in many capacities, such as Senior Nuclear Performance Supervisor, Radiation Protection Technician and was a member of PSE&G INPO Quartile Facilitation Team and was Task Force Member to the Nuclear Energy Institute of Radiation Protection Standards.

He also is the proud owner of two world records. One record the quickest change out of Pressurizer Water Reactor, Reactor Vessel Head. Record 25 days. Previous record was 31 days. The second was for the lowest radiation on the reinstallation of the Reactor internals. World record was for 8 millirem, beating the previous record 28 millirem.

External Activities y Former CEO, President, Chairman of the Board of the Trustees, of the John B. Campbell Community Center Salem.

y Former Chairman City of Salem Board of Health y Salem City Housing Authority Commissioner y Stand up for Salem Board of Directors y Founder of the community board SWAG- Souls with a Goal Resume l Matthew Hassler

James E. Frank Regulatory Affairs Profile Key experience Qualifications Mr. Frank has over thirty-six years x Nuclear safety Bachelor of Science, Mechanical of experience in the nuclear energy x Regulatory affairs Engineering, Purdue field. He has acquired a depth of University, West Lafayette, IN knowledge and experience in a x NRC regulation number of disciplines including Shift Test Engineer, 688 class x Reactor and System nuclear safety evaluation and PWRs, US Naval Reactors Engineering analysis; engineering and Shift Technical Advisor, Oyster x Emergency Preparedness operations; Emergency Creek Nuclear Generating Preparedness, severe accident x Accident and Transient Station, GPU management, maintenance and analysis Senior Reactor Operator testing, corrective and investigative Certification, Oyster Creek actions, NRC regulation, Nuclear Generating Station, environmental regulation and GPU permitting; project management and planning; and reactor Qualified Nuclear Engineer, decommissioning. These positions Oyster Creek Nuclear have given him the opportunity to Generating Station, Exelon develop strong communication and management skills. He has had the opportunity to interact with industry, utility and vendor executives and managers; as well as government elected and appointed officials at the local, state and federal levels.

He has led engineering, emergency planning, operations, oversite and decommissioning groups.

Decommissioning Experience Manager Regulatory Assurance, Oyster Creek Nuclear Generating Station (OCNGS) Exelon and CDI:

Develop and manage Licensing and Regulatory activities to support all licensing and regulatory aspects during decommissioning.

Regulatory Assurance Lead, OCNGS Decommissioning Transition Organization, Exelon: Prior to entering decommissioning: planned, developed and managed licensing submittals and decommissioning regulatory strategy. Managed the background and submittals for Emergency Preparedness plan changes and exemptions.

Resume l James E Frank

Operating Plant Experience Operations Support Manager, OCNGS Exelon: Managed Operations programs that included Severe Accident Management, License activities, corrective action processes and procedure writing.

Reactor Engineering Manager, OCNGS Exelon: Managed the reactor engineering department who oversaw reactor core operation from fuel arrival on site, core loading, core operation and fuel removal to ISFSI.

Manager System Engineering, OCNGS Exelon, Amergen and GPU: Managed System Engineers who were responsible for plant safety systems health, efficiency, and reliability.

Manager Plant Analysis, OCNGS GPU: Managed engineers to function as Shift Technical Advisors, Thermal Performance and Operating Experience engineers.

Lead Emergency Planner- Operations, OCNGS GPU: Wrote, planned, coordinated, ran and graded site emergency plan drills and exercises.

Shift Technical Advisor, OCNGS GPU: Provided control room shift engineering support to transient analysis and event prevention for operators, maintenance personnel and engineers.

Shift Test Engineer, Pearl Harbor Naval Shipyard, US Navy: Provided engineering direction, testing and controls for PWR submarine nuclear plant overhauls and decommissioning.

Professional Activities/Honors Member of the American Nuclear Society and the North American Young Generation in Nuclear (NA-YGN).

Supervisor of the Quarter was awarded as an Engineering Branch manager.

Oyster Creek Site representative for the BWR Owners Group Committees:

Severe Accident Management/Emergency Operating Procedures Reactivity Controls Review Control Rod Drive System Scram Frequency Reduction Coast Guard Licensed Captain FAA Single Engine Land Pilot License Resume l James E Frank

ENCLOSURE 1 ATTACHMENT D SCHEDULE & FINANCIAL INFORMATION FOR DECOMMISSIONING (14 PAGES)

HDI INDIAN POINT NUCLEAR GENERATING STATIONS 1, 2 AND 3 DECOMMISSIONING COST ESTIMATING BASES HDI used IP1, IP2 and IP3 plant data and historical information obtained from ENOI in addition to the input and professional judgment of experienced decommissioning, demolition and waste management specialty subcontractors and subject matter experts (SMEs). This estimate is based on regulatory requirements, site conditions, basis of estimate assumptions, low-level radioactive waste disposal standards, high-level radioactive waste management options, and site restoration requirements. The methods utilized to estimate decommissioning costs were based on experienced SME assessments regarding the nature of the work, the degree of scope definition, and the availability of quantifiable cost and pricing data.

HDI used ENOI estimates of the type and quantity of waste as a reference condition and increased specific waste streams to reflect the HDI decommissioning approach. HDI used this data to perform a disposition analysis to determine the type, size, and quantity of waste containers required. Disposal facilities were selected, pricing was confirmed, and various methods of transportation to the disposal facility were evaluated. Transportation logistics were structured to ensure that the overall shipping strategy would be efficient and balanced with respect to container utilization, transport cycles and support for shipping during peaks in demolition activities.

HDI reviewed the estimates of costs associated with license termination in NUREG/CR-5884, Revised Analyses of Decommissioning for the Reference Pressurized Water Reactor Power Station, in order to evaluate the reasonableness of the HDI IP1, IP2 and IP3 decommissioning estimates. The HDI estimated costs for Indian Point Nuclear Generating Units 1, 2 and 3 license termination, spent fuel management and site restoration were benchmarked against similar estimates of dismantlement, demolition and waste management activities for other HDI decommissioning projects.

The estimated total costs to decommission IP1, IP2 and IP3 are summarized below in millions of 2019 dollars.

Indian Point Unit 1: $598 Indian Point Unit 2: $702 Indian Point Unit 3: $1002 This estimate includes provisions for site restoration as well as the storage of spent fuel and Greater Than Class C (GTCC) wastes on the IP1, IP2 and IP3 site until acceptance by the Department of Energy. Escalation of future decommissioning costs over the remaining decommissioning project lifecycle are 0% based on assuming a 2% Real Rate of Return (RRR).

Indian Point Nuclear Generating Unit 1 Decommissioning Cost Estimate Summary (Thousands of 2019 dollars)

License Site

CostCategory SpentFuel Total

Termination  Restoration 

Decontamination ` 

Removal 139,788  22,468 162,256

Packaging 10,733  443 11,175

Transportation 39,568  1,475 41,043

Disposal 146,169  10,054 156,222

OffsiteWasteProcessing

ProgramManagement 107,733 5,999 5,994 119,726

CorporateA&G  

SpentFuel(DirectExpenditures) 66,066 66,066

InsuranceandRegulatoryFees 8,508 316 354 9,177

Energy 11,914   11,914

CharacterizationandLicensingSurveys 8,808   8,808

PropertyTaxes  

MiscellaneousEquipment/SiteServices 11,797   11,797

SpentFuelPoolIsolation

Total1Cost2Cos 485,015 72,381 40,788 598,184

1 Columns may not add due to rounding.

 



Indian Point Nuclear Generating Unit 2 Decommissioning Cost Estimate Summary (Thousands of 2019 dollars)

License Site

CostCategory SpentFuel Total

Termination Restoration

Decontamination    

Removal 162,621  23,552 186,173

Packaging 13,857  443 14,300

Transportation 18,162  1,475 19,637

Disposal 95,870  10,070 105,940

OffsiteWasteProcessing    

ProgramManagement 118,048 19,009 7,327 144,384

CorporateA&G    

SpentFuel(DirectExpenditures)  162,233  162,233

InsuranceandRegulatoryFees 11,249 883 380 12,511

Energy 11,914   11,914

CharacterizationandLicensingSurveys 8,808   8,808

PropertyTaxes 15,542 6,153 842 22,537

MiscellaneousEquipment/SiteServices 13,386   13,386

SpentFuelPoolIsolation    

Total1Cost 469,456 188,278 44,088 701,822

1 Columns may not add due to rounding.

 



Indian Point Nuclear Generating Unit 3 Decommissioning Cost Estimate Summary (Thousands of 2019 dollars)

License Site

CostCategory SpentFuel Total

Termination  Restoration 

Decontamination 

Removal 172,056  25,664 197,721

Packaging 15,522  443 15,964

Transportation 26,660  1,475 28,135

Disposal 121,134  10,047 131,180

OffsiteWasteProcessing

ProgramManagement 157,687 15,977 8,866 182,529

CorporateA&G  

SpentFuel(DirectExpenditures) 344,285 344,285

InsuranceandRegulatoryFees 11,544 598 369 12,511

Energy 11,914   11,914

CharacterizationandLicensingSurveys 26,635 26,635

PropertyTaxes 27,190 10,509 977 38,676

MiscellaneousEquipment/Site 12,827 12,827

Services    

SpentFuelPoolIsolation

Total1Cost 583,168 371,370 47,840 1,002,378

1 Columns may not add due to rounding.

Indian Point Nuclear Generating Unit 1 Decommissioning Cost Estimate Annualized (Thousands of 2019 dollars)

CostCategory 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041



Decontamination                      

Removal 5,900 37 19,508 22,999 2,751 6,332 14,437 11,431 3,570 27,395 27,177 12,542          

Packaging   2,358 1,745 510 510 510 514 514 551 2,600 1,364          

Transportation   946 3,352 2,953 2,953 2,942 2,953 2,953 3,104 10,570 8,316          

Disposal   16,571 26,653 12,105 12,105 12,057 12,105 12,105 12,409 27,498 12,615          

OffsiteWasteProcessing                      

ProgramManagement 17,392 19,774 11,719 12,496 7,140 7,153 7,143 6,751 6,735 6,735 6,735 6,566 3,387         

CorporateA&G                      

SpentFuel(DirectExpenditures) 2,001 3,445 2,235 1,507 1,351 1,351 1,347 1,351 1,351 1,351 1,351 1,351 2,115 2,870 2,870 2,875 2,870 2,870 2,870 2,875 2,870 

InsuranceandRegulatoryFees 493 717 717 747 717 717 717 717 717 717 717 943 538         

Energy 922 1,580 1,580 1,053 790 790 790 790 790 790 790 823 428         

CharacterizationandLicensingSurveys 4,262 4,546                    

PropertyTaxes                      

MiscellaneousEquipment/SiteServices 1,647 2,083 1,763 996 675 675 672 675 675 675 675 424 164         

Totals1Cost 32,617 32,183 57,397 71,547 28,992 32,586 40,615 37,287 29,410 53,727 78,112 44,944 6,631 2,870 2,870 2,875 2,870 2,870 2,870 2,875 2,870 

Total

CostCategory 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058 2059 2060 2061 2062

Cost

Decontamination                      

Removal      145 386 386 386 386 386 386 386 714 715 715 715 715 715 715 323 162,256

Packaging                      11,175

Transportation                      41,043

Disposal                      156,222

OffsiteWasteProcessing                      

ProgramManagement                      119,726

CorporateA&G                      

SpentFuel(DirectExpenditures) 2,870 2,870 2,875 2,870 5,162 4,343                66,066

InsuranceandRegulatoryFees                      9,177

Energy                      11,914

CharacterizationandLicensingSurveys                      8,808

PropertyTaxes                      

MiscellaneousEquipment/SiteServices                      11,797

Totals1Cost 2,870 2,870 2,875 2,870 5,162 4,488 386 386 386 386 386 386 386 714 715 715 715 715 715 715 323 598,184

1 Columns may not add due to rounding.

Indian Point Nuclear Generating Unit 2 Decommissioning Cost Estimate Annualized (Thousands of 2019 dollars)

CostCategory 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041



Decontamination                      

Removal 5,900 14,962 28,025 7,728 17,335 13,702 12,528 27,251 26,358   4,278          

Packaging 4,804 4,549 1,074 540 538 538 581 663 652 121 121 118          

Transportation  699 2,341 2,375 2,268 2,268 2,453 2,819 2,775 552 552 537          

Disposal  9,059 20,180 12,077 12,030 12,030 12,322 12,995 12,758 966 966 557          

OffsiteWasteProcessing                      

ProgramManagement 21,901 27,922 14,031 13,369 8,274 8,287 8,273 7,885 7,869 7,869 7,869 7,219 3,617         

CorporateA&G                      

SpentFuel(DirectExpenditures) 21,612 28,716 9,697 3,454 1,351 1,351 1,347 1,351 1,351 3,744 3,744 3,744 4,876 5,990 6,000 6,014 6,000 5,990 6,000 6,005 6,000 

InsuranceandRegulatoryFees 2,005 2,539 717 747 717 717 717 717 717 717 717 943 538         

Energy 922 1,580 1,580 1,053 790 790 790 790 790 790 790 823 428         

CharacterizationandLicensingSurveys 4,262 4,546                    

PropertyTaxes 6,342 8,407 6,029 1,759                  

MiscellaneousEquipment/SiteServices 2,276 2,856 1,820 1,011 690 690 688 690 690 690 690 429 164         

Totals1Cost 70,024 105,834 85,496 44,113 43,993 40,373 39,697 55,164 53,960 15,449 15,449 18,646 9,623 5,990 6,000 6,014 6,000 5,990 6,000 6,005 6,000 

                      

Total

CostCategory 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058 2059 2060 2061 2062

Cost

Decontamination                      

Removal      145 386 386 386 386 386 386 386 3,274 3,285 3,285 3,285 3,285 3,285 3,285 2,270 186,173

Packaging                      14,300

Transportation                      19,637

Disposal                      105,940

OffsiteWasteProcessing                      

ProgramManagement                      144,384

CorporateA&G                      

SpentFuel(DirectExpenditures) 6,000 6,000 6,005 5,990 3,152 749                162,233

InsuranceandRegulatoryFees                      12,511

Energy                      11,914

CharacterizationandLicensingSurveys                      8,808

PropertyTaxes                      22,537

MiscellaneousEquipment/SiteServices                      13,386

Totals1Cost 6,000 6,000 6,005 5,990 3,152 894 386 386 386 386 386 386 386 3,274 3,285 3,285 3,285 3,285 3,285 3,285 2,270 701,822

1 Columns may not add due to rounding. 

Indian Point Nuclear Generating Unit 3 Decommissioning Cost Estimate Annualized (Thousands of 2019 dollars)

CostCategory 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041



Decontamination                      

Removal 19,845 31,420 19,384 21,546 26,509 26,509 17,639 1,986 1,981 1,981 1,981 4,880          

Packaging 511 1,039 8,245 1,436 460 625 625 628 628 625 625 519          

Transportation 573 1,934 1,983 1,867 2,114 2,822 2,811 2,822 2,822 2,822 2,822 2,744          

Disposal 8,464 18,213 9,315 9,389 9,789 11,001 10,958 11,001 11,001 11,001 11,001 10,045          

OffsiteWasteProcessing                      

ProgramManagement 23,752 30,971 26,136 19,384 10,300 10,313 10,290 9,912 9,895 9,895 9,895 8,029 3,757         

CorporateA&G                      

SpentFuel(DirectExpenditures) 38,320 13,025 29,567 26,787 1,190 1,190 1,186 1,190 1,190 1,190 1,190 1,190 2,399 3,607 3,607 3,612 3,607 3,607 3,607 3,612 3,607 

InsuranceandRegulatoryFees 2,005 2,539 717 747 717 717 717 717 717 717 717 943 538         

Energy 922 1,580 1,580 1,053 790 790 790 790 790 790 790 823 428         

CharacterizationandLicensingSurveys 4,262 4,546   1,540 2,355 2,345 2,355 2,355 2,355 2,355 2,087 81         

PropertyTaxes 10,031 16,521 9,387 2,738                  

MiscellaneousEquipment/SiteServices 2,089 2,448 1,424 978 762 762 758 762 762 762 762 419 140         

Totals1Cost 110,773 124,235 107,740 85,924 54,171 57,084 48,119 32,164 32,142 32,138 32,138 31,679 7,343 3,607 3,607 3,612 3,607 3,607 3,607 3,612 3,607 

                     

Total

CostCategory 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058 2059 2060 2061 2062

Cost

Decontamination                      

Removal              2,888 2,899 2,899 2,899 2,899 2,899 2,899 1,778 197,721

Packaging                      15,964

Transportation                      28,135

Disposal                      131,180

OffsiteWasteProcessing                      

ProgramManagement                      182,529

CorporateA&G                      

SpentFuel(DirectExpenditures) 3,607 3,607 3,612 3,607 4,433 7,453 11,953 11,917 11,927 11,917 11,953 11,927 11,927 11,917 11,943 11,927 11,927 11,927 11,943 11,912 2,459 344,285

InsuranceandRegulatoryFees                      12,511

Energy                      11,914

CharacterizationandLicensingSurveys                      26,635

PropertyTaxes                      38,676

MiscellaneousEquipment/SiteServices                      12,827

Totals1Cost 3,607 3,607 3,612 3,607 4,433 7,453 11,953 11,917 11,927 11,917 11,953 11,927 11,927 14,805 14,842 14,826 14,826 14,826 14,842 14,811 4,238 1,002,378

1 Columns may not add due to rounding.

Indian Point Nuclear Generating Unit 1 Decommissioning Cash Flow Analysis IPEC Unit 1 - DECON Method Annual Cash Flow in Thousands of 2019 Dollars No DOE Reimbursement of Spent Fuel Management Costs 50.54(bb)

50.75License SpentFuel Site Beginningof YearEnding

Termination Management Restoration YearTrustFund TrustFund TrustFund

Year Cost2 Cost2 Cost2 TotalCost2 Balance115 Withdraw Earnings3 Balance

29,941 2,676  32,617 533,532 32,617 5,844 506,759

2021

27,637 4,546  32,183 506,759 32,183 9,492 484,068

2022

52,768 2,516 2,113 57,397 484,068 57,397 8,533 435,204

2023

65,344 1,654 4,550 71,547 435,204 71,547 7,273 370,930

2024

22,059 1,708 5,224 28,992 370,930 28,992 6,839 348,777

2025

25,850 1,660 5,076 32,586 348,777 32,586 6,324 322,515

2026

34,183 1,582 4,850 40,615 322,515 40,615 5,638 287,538

2027

30,731 1,613 4,943 37,287 287,538 37,287 5,005 255,256

2028

22,503 1,702 5,204 29,410 255,256 29,410 4,517 230,363

2029

50,400 1,523 1,804 53,727 230,363 53,727 3,533 180,169

2030

75,149 1,465 1,498 78,112 180,169 78,112 2,041 104,097

2031

37,915 1,569 5,460 44,944 104,097 44,944 1,183 60,336

2032

2,422 4,209  6,631 60,336 6,631 1,074 54,779

2033

 2,870  2,870 54,779 2,870 1,038 52,948

2034

 2,870  2,870 52,948 2,870 1,002 51,079

2035

 2,875  2,875 51,079 2,875 964 49,169

2036

 2,870  2,870 49,169 2,870 926 47,225

2037

 2,870  2,870 47,225 2,870 887 45,242

2038

 2,870  2,870 45,242 2,870 847 43,220

2039

 2,875  2,875 43,220 2,875 807 41,152

2040

 2,870  2,870 41,152 2,870 766 39,048

2041

 2,870  2,870 39,048 2,870 724 36,902

2042

 2,870  2,870 36,902 2,870 681 34,713

2043

 2,875  2,875 34,713 2,875 637 32,474

2044

 2,870  2,870 32,474 2,870 592 30,197

2045

 5,162  5,162 30,197 5,162 501 25,536

2046

145 4,343  4,488 25,536 4,488 421 21,468

2047

386   386 21,468 386 422 21,503

2048

386   386 21,503 386 422 21,539

2049

1 The 2021 Beginning of Year NDT balance reflects the fund value post-closure of the sale transition. The value used is based on the October 31, 2019 Unit 1 NDT fund balance and includes deductions for estimated ENOI and HDI pre-closure costs of approximately $59.3M.

2 The 2021 costs include HDI estimated 2021 post-closure costs.

3 NDT earnings reflect an assumed 2% Real Rate of Return (RRR).

4 Columns may not add due to rounding.

IPEC Unit 1 - DECON Method Annual Cash Flow in Thousands of 2019 Dollars No DOE Reimbursement of Spent Fuel Management Costs 50.54(bb)

50.75License SpentFuel Site Beginningof YearEnding

Termination Management Restoration YearTrustFund TrustFund TrustFund

Year Cost2 Cost2 Cost2 TotalCost2 Balance115 Withdraw Earnings3 Balance

386   386 21,539 386 423 21,576

2050

386   386 21,576 386 424 21,613

2051

386   386 21,613 386 425 21,651

2052

386   386 21,651 386 425 21,690

2053

386   386 21,690 386 426 21,730

2054

714   714 21,730 714 420 21,436

2055

715   715 21,436 715 414 21,136

2056

715   715 21,136 715 408 20,829

2057

715   715 20,829 715 402 20,516

2058

715   715 20,516 715 396 20,197

2059

715   715 20,197 715 390 19,871

2060

715   715 19,871 715 383 19,539

2061

257  66 323 19,539 323 384 19,601

2062

    19,601  392 19,993

2063

Total4 485,015 72,381 40,788 598,184  598,184 84,645 

1 The 2021 Beginning of Year NDT balance reflects the fund value post-closure of the sale transition. The value used is based on the October 31, 2019 Unit 1 NDT fund balance and includes deductions for estimated ENOI and HDI pre-closure costs of approximately $59.3M.

2 The 2021 costs include HDI estimated 2021 post-closure costs.

3 NDT earnings reflect an assumed 2% Real Rate of Return (RRR).

4 Columns may not add due to rounding.

Indian Point Nuclear Generating Unit 2 Decommissioning Cash Flow Analysis IPEC Unit 2 - DECON Method Annual Cash Flow in Thousands of 2019 Dollars No DOE Reimbursement of Spent Fuel Management Costs 50.75 50.54(bb) Beginningof

License SpentFuel Site YearTrust YearEnding

Termination Management Restoration Fund TrustFund TrustFund

Year Cost2 Cost2 Cost2 TotalCost2 Balance1 Withdraw Earnings3 Balance

2021 42,737 27,287  70,024 654,078 70,024 6,814 590,868

2022 69,990 34,019 1,825 105,834 590,868 105,834 9,701 494,735

2023 67,919 11,439 6,137 85,496 494,735 85,496 8,185 417,424

2024 33,157 4,337 6,618 44,113 417,424 44,113 7,466 380,777

2025 36,136 1,608 6,250 43,993 380,777 43,993 6,736 343,520

2026 32,379 1,636 6,358 40,373 343,520 40,373 6,063 309,210

2027 32,796 1,635 5,266 39,697 309,210 39,697 5,390 274,903

2028 51,731 1,548 1,884 55,164 274,903 55,164 4,395 224,134

2029 50,554 1,553 1,853 53,960 224,134 53,960 3,403 173,577

2030 8,592 6,857  15,449 173,577 15,449 3,163 161,291

2031 8,592 6,857  15,449 161,291 15,449 2,917 148,758

2032 5,994 5,905 6,747 18,646 148,758 18,646 2,602 132,714

2033 1,922 7,701  9,623 132,714 9,623 2,462 125,553

2034  5,990  5,990 125,553 5,990 2,391 121,954

2035  6,000  6,000 121,954 6,000 2,319 118,274

2036  6,014  6,014 118,274 6,014 2,245 114,505

2037  6,000  6,000 114,505 6,000 2,170 110,675

2038  5,990  5,990 110,675 5,990 2,094 106,779

2039  6,000  6,000 106,779 6,000 2,016 102,795

2040  6,005  6,005 102,795 6,005 1,936 98,725

2041  6,000  6,000 98,725 6,000 1,855 94,580

2042  6,000  6,000 94,580 6,000 1,772 90,352

2043  6,000  6,000 90,352 6,000 1,687 86,040

2044  6,005  6,005 86,040 6,005 1,601 81,636

2045  5,990  5,990 81,636 5,990 1,513 77,158

2046  3,152  3,152 77,158 3,152 1,480 75,486

2047 145 749  894 75,486 894 1,492 76,084

2048 386   386 76,084 386 1,514 77,212

2049 386   386 77,212 386 1,537 78,362

1 The 2021 Beginning of Year NDT balance reflects the fund value post-closure of the sale transition. The value used is based on the October 31, 2019 Unit 2 NDT fund balance and includes deductions for estimated ENOI and HDI pre-closure costs of approximately $15.15M.

2 The 2021 costs include HDI estimated 2021 post-closure costs.

3 NDT earnings reflect an assumed 2% Real Rate of Return (RRR).

4 Columns may not add due to rounding

IPEC Unit 2 - DECON Method Annual Cash Flow in Thousands of 2019 Dollars No DOE Reimbursement of Spent Fuel Management Costs 50.75 50.54(bb) Beginningof

License SpentFuel Site YearTrust YearEnding

Termination Management Restoration Fund TrustFund TrustFund

Year Cost2 Cost2 Cost2 TotalCost2 Balance1 Withdraw Earnings3 Balance

2050 386   386 78,362 386 1,560 79,535

2051 386   386 79,535 386 1,583 80,731

2052 386   386 80,731 386 1,607 81,952

2053 386   386 81,952 386 1,631 83,196

2054 386   386 83,196 386 1,656 84,466

2055 3,274   3,274 84,466 3,274 1,624 82,816

2056 3,285   3,285 82,816 3,285 1,591 81,121

2057 3,285   3,285 81,121 3,285 1,557 79,393

2058 3,285   3,285 79,393 3,285 1,522 77,629

2059 3,285   3,285 77,629 3,285 1,487 75,831

2060 3,285   3,285 75,831 3,285 1,451 73,996

2061 3,285   3,285 73,996 3,285 1,414 72,125

2062 1,121  1,149 2,270 72,125 2,270 1,397 71,252

2063     71,252  1,425 72,677

Total4 469,456 188,278 44,088 701,822  701,822 120,420 

1 The 2021 Beginning of Year NDT balance reflects the fund value post-closure of the sale transition. The value used is based on the October 31, 2019 Unit 2 NDT fund balance and includes deductions for estimated ENOI and HDI pre-closure costs of approximately $15.15M.

2 The 2021 costs include HDI estimated 2021 post-closure costs.

3 NDT earnings reflect an assumed 2% Real Rate of Return (RRR).

4 Columns may not add due to rounding.

Indian Point Nuclear Generating Unit 3 Decommissioning Cash Flow Analysis IPEC Unit 3 - DECON Method Annual Cash Flow in Thousands of 2019 Dollars No DOE Reimbursement of Spent Fuel Management Costs 50.54(bb)

50.75License SpentFuel Site Beginningof YearEnding

Termination Management Restoration YearTrust TrustFund TrustFund

Year Cost2 Cost2 Cost2 TotalCost2 FundBalance1 Withdraw Earnings3 Balance

2021 63,590 46,741 442 110,773 916,100 110,773 9,395 814,722

2022 103,657 16,745 3,833 124,235 814,722 124,235 13,810 704,297

2023 68,921 35,203 3,616 107,740 704,297 107,740 11,931 608,488

2024 51,552 30,858 3,514 85,924 608,488 85,924 10,451 533,016

2025 49,120 1,421 3,630 54,171 533,016 54,171 9,577 488,421

2026 52,082 1,407 3,594 57,084 488,421 57,084 8,627 439,964

2027 42,955 1,451 3,714 48,119 439,964 48,119 7,837 399,682

2028 26,334 1,638 4,192 32,164 399,682 32,164 7,350 374,868

2029 26,318 1,638 4,185 32,142 374,868 32,142 6,855 349,581

2030 26,314 1,638 4,186 32,138 349,581 32,138 6,349 323,792

2031 26,314 1,638 4,186 32,138 323,792 32,138 5,833 297,487

2032 22,366 1,561 7,751 31,679 297,487 31,679 5,316 271,124

2033 2,581 4,763  7,343 271,124 7,343 5,276 269,057

2034  3,607  3,607 269,057 3,607 5,309 270,759

2035  3,607  3,607 270,759 3,607 5,343 272,494

2036  3,612  3,612 272,494 3,612 5,378 274,260

2037  3,607  3,607 274,260 3,607 5,413 276,066

2038  3,607  3,607 276,066 3,607 5,449 277,907

2039  3,607  3,607 277,907 3,607 5,486 279,786

2040  3,612  3,612 279,786 3,612 5,523 281,697

2041  3,607  3,607 281,697 3,607 5,562 283,652

2042  3,607  3,607 283,652 3,607 5,601 285,646

2043  3,607  3,607 285,646 3,607 5,641 287,679

2044  3,612  3,612 287,679 3,612 5,681 289,748

2045  3,607  3,607 289,748 3,607 5,723 291,864

2046  4,433  4,433 291,864 4,433 5,749 293,179

2047  7,453  7,453 293,179 7,453 5,715 291,441

2048  11,953  11,953 291,441 11,953 5,590 285,078

2049  11,917  11,917 285,078 11,917 5,463 278,624

1 The 2021 Beginning of Year NDT balance reflects the fund value post-closure of the sale transition. The value used is based on the October 31, 2019 Unit 3 NDT fund balance and includes deductions for estimated ENOI and HDI pre-closure costs of approximately $15.15M.

2 The 2021 costs include HDI estimated 2021 post-closure costs.

3 NDT earnings reflect an assumed 2% Real Rate of Return (RRR).

4 Columns may not add due to rounding

IPEC Unit 3 - DECON Method Annual Cash Flow in Thousands of 2019 Dollars No DOE Reimbursement of Spent Fuel Management Costs 50.54(bb)

50.75License SpentFuel Site Beginningof YearEnding

Termination Management Restoration YearTrust TrustFund TrustFund

Year Cost2 Cost2 Cost2 TotalCost2 FundBalance1 Withdraw Earnings3 Balance

2050  11,927  11,927 278,624 11,927 5,334 272,030

2051  11,917  11,917 272,030 11,917 5,202 265,315

2052  11,953  11,953 265,315 11,953 5,067 258,429

2053  11,927  11,927 258,429 11,927 4,930 251,432

2054  11,927  11,927 251,432 11,927 4,790 244,294

2055 2,888 11,917  14,805 244,294 14,805 4,590 234,079

2056 2,899 11,943  14,842 234,079 14,842 4,385 223,622

2057 2,899 11,927  14,826 223,622 14,826 4,176 212,972

2058 2,899 11,927  14,826 212,972 14,826 3,963 202,108

2059 2,899 11,927  14,826 202,108 14,826 3,746 191,028

2060 2,899 11,943  14,842 191,028 14,842 3,524 179,709

2061 2,899 11,912  14,811 179,709 14,811 3,298 168,196

2062 782 2,459 996 4,238 168,196 4,238 3,279 167,237

2063     167,237  3,345 170,582

Total4 583,168 371,370 47,840 1,002,378  1,002,378 256,860 

1 The 2021 Beginning of Year NDT balance reflects the fund value post-closure of the sale transition. The value used is based on the October 31, 2019 Unit 3 NDT fund balance and includes deductions for estimated ENOI and HDI pre-closure costs of approximately $15.15M.

2 The 2021 costs include HDI estimated 2021 post-closure costs.

3 NDT earnings reflect an assumed 2% Real Rate of Return (RRR).

4 Columns may not add due to rounding

ATTACHMENT E FORM OF DECOMMISSIONING OPERATOR SERVICES AGREEMENT BETWEEN HOLTEC INDIAN POINT 2, LLC AND HOLTEC INDIAN POINT 3, LLC AND HOLTEC DECOMMISSIONING INTERNATIONAL (7 PAGES)

FORM OF DECOMMISSIONING OPERATOR SERVICES AGREEMENT BETWEEN HOLTEC INDIAN POINT 2, LLC AND HOLTEC INDIAN POINT 3, LLC, AND HOLTEC DECOMMISSIONING INTERNATIONAL, LLC THIS DECOMMISSIONING OPERATOR SERVICES AGREEMENT (the Agreement) is entered into this ______day of ________, 20__, between HOLTEC DECOMMISSIONING INTERNATIONAL, LLC, a Delaware limited liability company (Operator), and HOLTEC INDIAN POINT 2, LLC and HOLTEC INDIAN POINT 3, LLC (Owners), each a Party and together, Parties to this Agreement.

R E C I T A L S:

a. Owners own Indian Point Nuclear Generating Units 1, 2 and 3 and an Independent Spent Fuel Storage Installation (ISFSI), a nuclear power generation Facility located in Buchanan, New York (the Facility), which are licensed by the U.S. Nuclear Regulatory Commission (NRC) pursuant to NRC Provisional Operating License No. DPR-5 and Renewed Facility Operating License Nos. DPR-26 and DPR-64 and the ISFSI general license (the NRC Operating Licenses).

b. Owners and Operator are wholly owned subsidiaries of Holtec Power, Inc.

and indirect wholly owned subsidiaries of Holtec International.

c. Owners and Operator desire that Operator possess, use, maintain, and decommission (Operate) the Facility for Owner under the terms of this Agreement.

A G R E M E N T:

NOW, THEREFORE, for the mutual covenants and consideration referenced in this Agreement, Owner and Operator agree as follows:

1. Agency. Operator is hereby appointed as the agent of Owners to act on its behalf for the purposes set forth in this Agreement. Owners shall have the sole right to control and directly supervise the method, manner and detail of Operators duties and responsibilities hereunder, provided, however, that Operator shall have sole discretion with respect to its obligations to comply with the requirements of the NRC Operating Licenses, and all applicable NRC or other applicable requirements of law with respect to Operation of the Facility as authorized by the NRC Operating Licenses.

2. Duties of Operator. Operator shall do and perform all such things as shall be reasonably necessary to operate and maintain the Facility on behalf of Owners.

Operator shall conduct all operations of the Facility in compliance with NRC Operating Licenses and all applicable NRC requirements, in a good and workmanlike manner, and in accordance with generally accepted industry standards. Operators responsibilities will include, without limitation, the following activities:

2.1. engage and supervise, as employees of Operator or as personnel assigned to provide services to Operator under a service agreement, all personnel reasonably required to operate the Facility; 2.2. negotiate, enter into, supervise and administer, in Operators name, or in Operators name and as agent for Owners, all contracts reasonably necessary for possession, use, maintenance, and decommissioning of the Facility (Operations),

including, without limitation, equipment purchase orders and agreements, and agreements with contractors and service providers; 2.3. procure and furnish all materials, equipment, services, supplies and labor determined by Operator to be reasonably necessary or desirable to Operate the Facility and to otherwise carry out Operators responsibilities hereunder; 2.4. use its best efforts to abide by and conform with all valid applicable laws, orders, rules and regulations that affect the Facility or Operators duties under this Agreement; 2.5. file (and keep current) all reports, and filings required by law with respect to the Facility, and pay any fees in connection therewith; 2.6. obtain and use its best efforts to comply and to conduct all Operations at the Facility in accordance with all licenses, permits and authorizations required by law already obtained or to be obtained by Owners, Operator or the Facility; 2.7. keep an accurate record of all significant operations of the Facility and furnish, from time to time, upon reasonable request of Owners, such reports and other information (or access thereto);

2.8. take such other actions as are necessary to terminate the NRC Operating Licenses and satisfy all requirements with respect to site restoration; and 2.9. do such other and further acts and deeds as may be necessary to accomplish fully and to perform its duties under this Agreement, subject to the limitations herein provided.

3. Right to Audit. Either party may audit any and all records of the other party relating to the Facility or the services provided hereunder on such dates and at such times as a party may reasonably request.

2

4. Term. The term of this Agreement shall commence as of the date noted above, which is the same day as the NRC Operating Licenses are being transferred to Operator and Owners, and the term shall continue until terminated pursuant to Section 5 of this Agreement.

5. Termination. This Agreement may be terminated upon notice by either Party and upon the expiration of the Transition Period contemplated by Section 6, or upon termination of the NRC Operating Licenses after decommissioning of the Facility and any required site restoration has been completed.

6. Transition Period. A period of not less than six (6) months during which Operator will cooperate with another operator selected by Owners in order to prepare for the transfer of operating responsibility pursuant to the NRC Operating Licenses to a new operator, including obtaining the required approval of the NRC and any other required regulatory approvals. The Transition Period shall end upon the transfer of operating responsibility, which shall occur no later ten (10) business days after receiving all required regulatory approvals.

Operator agrees to cooperate and execute such documents as may be necessary to affect the transfer.

7. Survival. The indemnification, release, and limitation of liability provisions contained in this Agreement shall survive termination to the extent they pertain to events giving rise to such indemnification, release and liability that occurred during the term of this Agreement. Further, it is agreed that in no event shall this Agreement terminate unless all payments required under this Agreement to have been made by the Owners to Operator shall have been made and all necessary regulatory approvals for termination of the NRC Operating Licenses or transfer of responsibility for the Facility shall have been obtained.

8. Responsibilities of Owners. Owners shall cooperate with and assist Operator and provide Operator with correct and reliable information and access to the Facility, as reasonably necessary for Operator to carry out and perform its duties under this Agreement.

9. Price for Services. The price for the services provided by Operator to Owners pursuant to this Agreement shall be the sum of all of Operators costs arising out of, or associated with, the performance of this Agreement by Operator and its agents or contractors, including but not limited to, direct labor costs, supervisory and clerical costs, employee benefits costs, utility costs, materials and supplies costs, contractor costs, liability, property and other insurance costs, federal, state and local taxes, administrative and general overhead costs allocable to the performance of this Agreement, depreciation and amortization costs, interest expense, and expenses incurred to lease or rent equipment for performance under this Agreement.

10. Monthly Reports. Upon request by Owners, Operator shall furnish Owners with a closing statement for each month, which statement shall report the significant operations of the Facility for the month in question.

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11. Insurance. Operator shall procure and maintain for Owners insurance coverage of the types and in the amounts as required by applicable NRC regulations and as generally maintained by the industry.

12. Release of Operator. In no event shall Operator be liable to Owners for any direct, indirect, incidental or consequential damages, including, without limitation, liabilities for loss of profits or loss of use or cost of replacement power or any claim or demand against Owners by any person or entity, arising out of Operators performance or failure to perform this Agreement (including, without limitation, Operators, or any of its officers, directors or employees, own negligence or other basis, whether arising in or based upon tort, fraud, contract, strict liability, negligence, breach of fiduciary duty or any other theory of legal liability), even if Operator has been advised of the possibility of such liabilities, and Owners hereby release Operator for any liabilities arising out of Operators performance or failure to perform this Agreement. Operator does not assume liability or responsibility to Owners for liabilities that may be suffered by Owners as a result of any action or inaction of Operator; provided, however, that nothing herein shall relieve any party or person, other than Operator, from any responsibility to Operator or to Owners, whether assumed by contract or by operation of law.

13. Indemnity. Owners shall protect, indemnify and hold Operator (including its officers, directors and employees) free and harmless from and against any and all liabilities (including, without limitation, all costs in connection with liabilities and in connection with the defense of causes of action, suits or other proceedings, including attorneys fees) of every kind and character, arising from or connected with the operation the Facility thereof or for any damage thereto, whether arising in or based upon tort, fraud, contract, strict liability, negligence, breach of fiduciary duty or any other theory of legal liability or as a result of fines or other penalties imposed by the NRC or other governmental authority.

14. Scope of Indemnity and Release. OWNERS ACKNOWLEDGE TO OPERATOR THAT THE PROVISIONS OF THIS AGREEMENT WHICH RELEASE OPERATOR OR PROVIDE FOR THE INDEMNIFICATION BY OWNERS OF OPERATOR ARE INTENDED BY OWNERS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW FROM TIME TO TIME, TO RELEASE AND SAVE AND HOLD HARMLESS AND INDEMNIFY OPERATOR FROM THE CONSEQUENCES OF OPERATORS OWN NEGLIGENCE (WHETHER ORDINARY OR GROSS, SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE) AND RECKLESS OR INTENTIONAL CONDUCT OR STRICT LIABILITY OF OPERATOR.

15. Capacity, Liability and Release. Operator is entering into this Agreement as agent for and on behalf of Owners, and all obligations of Operator under this Agreement are being incurred solely on behalf of, and shall be enforceable solely against, Owners. Rights being granted in favor of or retained by Operator herein shall be held and enforceable by Operator, in its individual or corporate capacity. In no event shall Operator be liable to Owners for any damages of any kind, direct, incidental or consequential, and Owners hereby release Operator from liability for damages arising out of Operators performance, non-performance or breach of this Agreement.

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16. Material Consideration. The Parties agree that the limitations on liability and indemnity provisions set forth in this Agreement are supported by the Parties respective contractual undertakings and other good and valuable consideration and acknowledge that the Parties would not have entered into this Agreement in the absence of the indemnification obligations and the limitations on liability undertaken by either or both Parties.

17. Confidentiality. Any information belonging to a party hereto which such party designates as confidential or proprietary shall not be disclosed to any other person or entity by the party receiving such information, except to the extent disclosure is required by law or as otherwise permitted with the consent of the non-disclosing party.

18. Power of Attorney. Owners hereby irrevocably appoints Operator, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full and irrevocable power and authority in the place and stead of Owners and in the name of Owners for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all reports, contracts, documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement.

19. Force Majeure. Operators performance of its obligations hereunder shall be excused to the extent that performance is prevented by an event beyond the reasonable control of Operator. Operator will use its reasonable efforts to remedy any such event as soon as possible, and performance shall be resumed as soon as reasonably practicable after the cause has been removed.

20. Notices. Notices, requests, consents, elections, reports, payments, or other communications required or permitted to be given or made hereunder shall be in writing and shall be deemed to be delivered upon delivery to the Operator or Owners at their principal place of business during regular business hours on a business day. Notices delivered after hours or on a weekend or legal holiday will be effective on the next business day. Addresses shown below shall be considered the principal place of business of each unless and until the other is notified in writing.

Owners:

Holtec Indian Point 2, LLC Holtec Indian Point 3, LLC Holtec Technology Campus 1 Holtec Blvd Camden, NJ 08104 Attention: Pamela B. Cowan Operator:

Holtec Decommissioning International, LLC Holtec Technology Campus 1 Holtec Blvd Camden, NJ 08104 5

Attention: Pamela B. Cowan

21. Successors in Interest; Assignment. Each and all of the covenants, agreements, terms, and provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, executors, administrators, personal representatives, successors and assigns. Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, that either party may assign this Agreement to a wholly-owned affiliate of Holtec International upon written notice to the other party and receipt of any required regulatory approvals.

22. Severability. Any provision of this Agreement which is invalid, illegal, or unenforceable in any respect in any jurisdiction shall be, as to such jurisdiction, ineffective to the extent of such invalidity, illegality or unenforceability without in any way affecting the validity, legality or enforceability of the remaining provisions hereof, and any such invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality or enforceability of such provision in any other jurisdiction.

23. Waivers. The failure or delay of any party to seek redress for violation of or to insist upon the strict performance of any obligation in this Agreement shall not be a waiver of that violation or obligation or a waiver of a subsequent act.

24. Third-Party Rights. Nothing in this Agreement, expressed or implied, is intended, nor shall same be construed or interpreted, to confer any rights or remedies upon any person or entity not a party hereto, other than the permitted successors or assigns of a party hereto.

25. Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding between Owners and Operator concerning the operation of the Facility, and supersedes and replaces any and all prior agreements, both verbal and written.

This Agreement may only be amended in writing, signed by both parties.

26. No Partnership or Joint Venture. Nothing in this Agreement shall be deemed or construed to create a partnership, joint venture or any similar relationship or create any fiduciary duties between Operator and Owners.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

OPERATOR:

HOLTEC DECOMMISSIONING INTERNATIONAL, LLC By:

Title:

OWNERS:

HOLTEC INDIAN POINT 2, LLC By:

Title:

HOLTEC INDIAN POINT 3, LLC By:

Title:

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ATTACHMENT F REGULATORY COMMITMENTS This table identifies actions discussed in this letter for which, upon approval of this application, ENOI, HDI, Holtec IP2 or Holtec IP3 commits to perform. Any other actions discussed in this submittal are described for the NRCs information and are not commitments.

TYPE (Check one) SCHEDULED ONE-TIME CONTINUING COMPLETION DATE COMMITMENT ACTION COMPLIANCE (If Required)

ENOI will provide notice of the planned X At least two closing date for proposed transaction and business days transfer of operating authority at least two before the planned days prior to the date planned so that NRC closing date.

can issue the license amendment.

HDI will provide to NRC proof that onsite X At least two property damage insurance coverage and business days offsite nuclear liability coverage, as required before the planned by the NRC, has been obtained and that closing date.

coverage will be in place on the effective date of the transfer.

Holtec IP2 and Holtec IP3 and HDI will X At least two enter into a decommissioning operator business days services agreement that provides for HDI to before the planned act as the agent for Holtec IP2 and Holtec closing date.

IP3 and for Holtec IP2 and Holtec IP3 to pay HDIs costs of post shutdown operations, including decommissioning and spent fuel management costs.

ATTACHMENT G AFFIDAVITS SUPPORTING WITHHOLDING PURSUANT TO 10 CFR 2.390 (2 PAGES) 2