RA-18-090, Notice Regarding Proposed Amendment No. 1 to Master Terms for Decommissioning Trust Agreements

Notice Regarding Proposed Amendment No. 1 to Master Terms for Decommissioning Trust Agreements

ML18274A144
Person / Time
Site:	Oyster Creek
Issue date:	10/01/2018
From:	Gallagher M Exelon Generation Co
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
RA-18-090
Download: ML18274A144 (17)

Text

Michael P. Gallagher Exelon Nuclear Exelon Generation . Vice President License Renewal and Decomm1ss1on1ng 200 Exelon Way Kennett Square PA 19348 610 765 5958 Office 610 765 5658 Fax www.exeloncorp.com m1chaelp gallagher@exeloncorp com 10 CFR 50. 75(h)(1 )(iii)

RA-18-090 October 1, 2018 U.S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555-0001 Oyster Creek Nuclear Generating Station Renewed Facility Operating License No. DPR-16 NRC Docket Nos. 50-219 and 72-15

Subject:

Notice Regarding Proposed Amendment No. 1 to Master Terms for Decommissioning Trust Agreements

Reference:

1) Master Terms for Trust Agreements Applicable to Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 between Exelon Generation Consolidation, LLC and The Northern Trust Company, as Trustee, and Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 among Exelon Generation Consolidation, LLC (successor to the NQF Companies identified therein) and The Northern Trust Company, as Trustee (Attachment 3 to Letter from Mr. Patrick R. Simpson, Exelon Generation Company, LLC, to NRC Document Control Desk, "Executed Trust Fund Agreement Amendments and Subordinate Trust Agreement," dated October 29, 2013(ML133038474)) (the "Master Terms")

2) Letter from U.S. Nuclear Regulatory Commission to Mr. Bryan C. Hanson (Exelon Generation Company, LLC) - "Oyster Creek Nuclear Generating Station - Issuance of Amendment RE: Deletion of Facility Operating License Conditions Related to Decommissioning Trust Provisions (CAC No.

MF9293)," dated June 23, 2017 (ML17067A042)

Exelon Generation Company, LLC (Exelon) is providing this thirty (30) working day notice, pursuant to 10 CFR 50.75(h)(1)(iii) and Section 7.02 of the Master Terms (Reference 1, which requires notice of 30 days), regarding a proposed amendment (Amendment No. 1) to the Master Terms. A copy of the proposed amendment is provided in the Attachment to this letter.

10 CFR 50. 75(h) sets forth requirements for decommissioning trust fund agreements. Section 50.75(h)(5) affords licensees that had "existing license conditions related to decommissioning trust agreements" as of December 24, 2003, the option of either (a) retaining and following the license conditions, in which case the requirements in Section 50.75(h)(1) - (3) do not apply, or

U.S. Nuclear Regulatory Commission OCNGS Notice of Proposed Amendment to Master Decommissioning Trust Agreement Docket Nos. 50-219 and 72-15 October 1, 2018 Page 2 (b) amending the license conditions and following the requirements in Section 50.75(h)(1) - (3).

In general, Exelon retained the existing decommissioning trust fund agreement conditions in its licenses and the Master Terms provisions incorporate those license conditions. For the most part, the license conditions track the regulatory requirements in Section 50.75(h)(1) - (3).

In a letter dated February 20, 2017, Exelon submitted a license amendment request to delete the decommissioning trust agreement requirements from the Oyster Creek Nuclear Generating Station (OCNGS) Facility Operating License (FOL). In Reference 2, the U.S. Nuclear Regulatory Commission (NRC) approved a license amendment that deleted from the OCNGS FOL certain licensing conditions that imposed specific requirements on the decommissioning trust fund agreement. Since the decommissioning trust agreement provisions are deleted from the OCNGS FOL, the provisions of 10 CFR 50.75(h) that specify the regulatory requirements for decommissioning trust agreements apply to the OCNGS unit trusts.

The proposed amendment to the Master Terms aligns the Master Terms with the license amendment (Reference 2) to adopt the requirements of 10 CFR 50.75(h) for the Oyster Creek unit trusts. Unless otherwise noted in the Master Term amendment, the amendments to incorporate the requirements of Section 50.75(h)(1) - (3) apply to the trusts for each unit covered under the trust fund agreements for which the Master Terms apply, and include changes regarding investment restrictions consistent with the NRC's regulations in 10 CFR 50. 75(h)(1 )(i),

NRC's implementing guidance, and the draft "Decommissioning Trust Investment Restriction Guidelines" submitted by the Nuclear Energy Institute as NEI 16-11 [Rev. 1] by letter dated December 12, 2016 (ML16348A396). To assist in review of the proposed changes to the Master Terms, the version of Amendment No. 1 attached to this letter includes footnotes to reference the specific provisions of 50.75(h)(1) - (3) being incorporated into the Master Terms or otherwise provide detail for the change. Those footnotes will be removed when Amendment No. 1 is finalized and implemented.

A copy of this letter will be provided to the Trustee (The Northern Trust Company). Amendment No. 1 to the Master Terms will not be implemented, and the Master Terms will not be amended, if the Trustee receives written notice of objection from the Director, Office of Nuclear Reactor Regulation, within the thirty (30) working day notice period. Such written notice of objection should be provided to Exelon and the Trustee, The Northern Trust Company, Attn: Stacy Ryband, Vice President, 50 South LaSalle Street, M-28, Chicago, Illinois 60603, SR90@ntrs.com. If written notice of objection is not received within the thirty (30) working day objection period, the Master Terms will be amended consistent with Amendment No. 1.

This letter contains no new regulatory commitments.

If you have any questions concerning this submittal, please contact Paul Bonnett at (610) 765-5264.

Respectfully, Michael P. Gallagher Vice President, License Renewal & Decommissioning Exelon Generation Company, LLC

U.S. Nuclear Regulatory Commission OCNGS Notice of Proposed Amendment to Master Decommissioning Trust Agreement Docket Nos. 50-219 and 72-15 October 1, 2018 Page 3

Attachment:

Proposed Amendment No. 1 to Master Terms cc: w/Attachment Regional Administrator - NRC Region I NRC Senior Resident Inspector - Oyster Creek Nuclear Generating Station NRC Project Manager, NRR - Oyster Creek Nuclear Generating Station Director, Bureau of Nuclear Engineering - New Jersey Department of Environmental Protection Mayor of Lacey Township, Forked River, NJ Stacy Ryband, Vice President, The Northern Trust Company

Attachment Oyster Creek Nuclear Generating Station Proposed Amendment No. 1 to Master Terms

AMENDMENT NO. 1 to Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 between Exelon Generation Consolidation, LLC and The Northern Trust Company, as Trustee and Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 among Exelon Generation Consolidation, LLC (successor to the NQF Companies identified therein) and The Northern Trust Company, as Trustee THIS AMENDMENT NO. 1 (this "Amendment") is made this_ day of November, 2018, between Exelon Generation Consolidation, LLC ("Consolidation"), a limited liability company organized under the laws of the State of Nevada, and The Northern Trust Company, an Illinois state banking corporation (the "Trustee");

W I T N E S S E T H:

WHEREAS, (i) Consolidation and the Trustee are parties to a Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 (the "Qualified Trust Agreement") and (ii) Consolidation (as successor by merger to the NQF Companies) and the Trustee are parties to a Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 (the "Nonqualified Trust Agreement" and, together with the Qualified Trust Agreement, the "Trust Agreements"); and WHEREAS, the Trust Agreements each refer to, and incorporate, Master Terms for Trust Agreements (as defined therein) ("Master Terms"), which the parties desire to amend with this Amendment for the purposes of both Trust Agreements; NOW, THEREFORE, the parties hereby agree as follows:

1. The Trust Agreements shall be amended by the amendments to the Master Terms as described below. Unless otherwise noted, revisions are reflected in stricken text (deletions) and underlined text other than underlined text in bold (additions).

2. The Trust Agreements shall be amended by amending the introductory paragraph in its entirety that appears on page 1 of the Master Terms as follows:

The following Master Terms for Trust Agreements (the "Master Terms") shall apply for purposes of (i) the Second Amended and Restated Qualified Nuclear Decommissioning Master

Trust Agreement dated as of July 1, 2013 (such Trust AgFeemeRt, i0cludi0g these MasteF Terms, eeiRg FefeFFed to as the "QNalijied TFUst A.greement") between Exelon Generation Consolidation, LLC ("Consolidation") and tihe Northern Trust Company, as Trustee (the "Trustee") (such Trust Agreement, including these Master Terms. being referred to as the "Qualified Trust Agreement"), and (ii) the Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 (such Trust AgreemeRt, iRcludiRg these Mastef TeFIHS, eeiRg FefeFFed to as the "NBRtjNBlijied TFUst A.greement" a0d, togetheF with the Qualified TFUst AgreemeRt, the "TFUst A.greements")

amo0g the limited liaeility comf)anies ide0tified OR Schedule A of such agFeemeRt (the "NQF Ctnnpanies") between Exelon Generation Consolidation, LLC (successor to the limited liability companies identified therein) and The Northern Trust Company. as the Trustee (such Trust Agreement, including these Master Terms, being referred to as the "Nonqualified Trust Agreement" and, together with the Qualified Trust Agreement, the "Trust Agreements"). 1

3. References in the Master Terms to the "NQF Companies" (the limited liability companies in the Nonqualified Trust Agreement to which Consolidation is the successor) shall be deemed to refer to "Consolidation."

4. The Trust Agreements shall be amended by amending Section 3.01 of the Master Terms to read in its entirety as follows:

Section 3.01. Use of Assets.

(a) The assets of each Trust shall be used exclusively~

(fl) to satisfy, in whole or in part, any expenses or liabilities incurred (which includes accrued expenses and liabilities in addition to expenses and liabilities that have already been paid) 2 , with respect to the decommissioning of that Trust's Unit, including expenses incurred in connection with the preparation for decommissioning of that Unit, such as engineering and other planning expenses, and all expenses i0cu£Fed afternssociated with the actual decommissioning occuFs, such as physical security and radiation monitoring expenses, and costs as approved by the NRC through an exemption request or otherwise for spent fuel management, site restoration. and other costs3 (the "Decommissioning Costs")~

(it.f.) to pay the administrative costs (including taxes) and other incidental expenses of such Trust (including legal. accounting. actuarial, and trustee expenses and investment manager fees) in connection with the operation of the fund 4 (the "Administrative Costs"); and 1 Formatting change and updated to reflect that the NQF Companies have been succeeded by Consolidation.

2 Clarifies what is considered to be an "incurred" expense or liability.

3 Accounts for the fact that the NRC can grant an exemption to allow for use of NDT funds to pay for spent fuel management and other costs.

4 Aligns with language in 50.75(h)(l )(iv) and confirms investment manager fees.

Amendment No. I to Trust Funds Page 2

(ffil) subject to the restrictions contained in these Master Terms, to invest in securities and investments (including common trust funds) as directed by the investment manager(s) pursuant to Section 4.0l(a) or the Trustee pursuant to Section 4.0l(b) and Section 4.0l(d).

(b) The assets of a Trust shall be used, in the first instance, to pay the expenses related to the decommissioning of that Trust's Unit, as defined by the NRC in its regulations and issuances, and as provided in the NRC issued license to operate that Unit and any amendments thereto. Notice to the NRC of proposed disbursements or payments from a Trust will be provided in accordance with the notice provisions of Section 3.02(b).

Where the purpose of such proposed disbursement or payment, either in whole or in part, is for activities not within the NRC definition of decommissioning or not otherwise approved by the NRC, 5 that portion of the disbursement of payment shall be separately identified and accounted for in such notice.

5. The Trust Agreements shall be amended by amending Section 3.02 of the Master Terms in its entirety to read as follows:

Section 3.02. Certification for Decommissioning Costs.

(a) If assets of a Trust are required to satisfy Decommissioning Costs of that Trust's Unit, Consolidation or the appropriate NQF Company, as the case may be, shall present a certificate substantially in the form attached hereto as Exhibit A-1 (in the case of Consolidation)to the Trustee signed by an Authorized Officer. If the assets of a Trust are required to satisfy Administrative Costs of that Trust's Unit, Consolidation shall provide written direction, which may be on a certificate substantially in the form attached hereto as Exhibit A-2.. (in the case of the NQF Companies) to the Trustee signed by an Authorized Officer. Any certificate requesting payment by the Trustee to a third party or to Consolidation or ExGen or the appropriate NQF Company from a Trust for Decommissioning Costs or Administrative Costs shall include the following:

( 1) a statement of the amount of the payment to be made from the Trust and whether the payment is to be made from the Nonqualified Trust, the Qualified Trust, or in part from both Trusts; (2) a statement that the payment is requested to pay Decommissioning Costs or Administrative Costs that have been incurred, and if payment is to be made from the Qualified Trust, a statement that the Decommissioning Costs or Administrative Costs to be paid constitute Qualified Decommissioning Costs_m:

Qualified Administrative Costs; (3) the nature of the Decommissioning Costs or Administrative Costs to be paid, including separate identification and accounting for any portion of the 5

Accounts for NRC exemption allowing use of funds for spent fuel management and site restoration.

Amendment No. I to Trust Funds Page 3

payment that is for activities not within the NRC's definition of decommissioning or administrative or incidental expenses of the fund in its regulations and issuances; (4) the payee, which may be a third party, or may be Consolidation or ExGen or the appropriate NQF CompaHy in the case of reimbursement for payments previously made or expenses previously incurred by Consolidation or ExGen or the appropriate NQF CompaHy for Decommissioning Costs or Administrative Costs; (5) a statement certifying that the Decommissioning Costs or Administrative Costs for which payment is requested (fil have not theretofore been paid out of the Trusts and (b) will not reduce the value of the Trusts below an amount necessary to place and maintain the reactor in a safe storage condition if unforeseen conditions or expenses arise; 6 aH4 (6) a statement that any necessary authorizations of the ICC, PUC, NRC and/or any other governmental agencies having jurisdiction with respect to the decommissioning have been obtained, including an explanation of whether written notice to the NRC is required prior to making the disbursement and, if so, the date on which such notice was or will be provided by Consolidation or its designee to the NRC (other tlum, if applieaele, aotiee to the NRG speeified iH 8eetioH 3.02(b)(l)); and (7) a statement that payment of the amount requested will not inhibit the ability of the licensee to complete funding of any shortfalls in the Trusts needed to ensure the availability of funds to ultimately release the site and terminate the license. 7 (b) Except for disbursements described in subsection (c) of Section 3.02, et:

paymeHts for adffiiHistrative easts aad other iHcideataJ expeases, no disbursements from the Trusts shall be made by the Trustee:

( 1) unless the Trustee Consolidation or its designee has first provided thirty (30) working 8 days' prior written notice of such disbursement or payment to the NRC Director, Office of Nuclear Reactor Regulation; and (2) if the Trustee receives written notice of an objection from the NRC Director, Office of Nuclear Reactor Regulation during such thirty (30) working day notice period, or if the Trustee receives such notice at any later time that is nevertheless prior to disbursement.

6 10 CFR 50.82(a)(8)(i)(B).

7 I 0 CFR 50.82(a)(8)(i)(C).

8 10 CFR 50.75(h)(l)(iv).

Amendment No. I to Trust Funds Page4

(c) The following disbursements may be made from the Trusts by the Trustee as directed by Consolidation without prior written notice to the NRC:

( 1) payments for Administrative Costs (including taxes and other incidental expenses of the Trust. such as legal, accounting. actuarial, and trustee expenses and investment manager fees) in connection with operation of the fund; 9 (2) for the Oyster Creek Nuclear Generating Station Unit and any other Unit for which disbursements from the Trusts are not subject to NRC license conditions and are governed by the NRC's regulatory requirements in 10 C.F.R. § 50.75(h)(l) - (3), payments for:

(a) decommissioning planning and decommissioning activities in accordance with and subject to the limits provided in 10 C.F.R. § 50.82(a)(8)(i) and (ii); and (b) spent fuel management, site restoration, and other costs as approved by the NRC through an exemption request or otherwise, provided that the request and/or NRC approval acknowledge that such disbursements may be made without prior notice to the NRC.

(eel) The Trustee shall retain at least one copy of such certificates or written direction (including attachments) and related documents received by it pursuant to Section 3.02(a) and this Article III.

(Ele) Consolidation and the NQP CompaHies shall have the right to enforce payments from the Trusts upon compliance with the procedures set forth in this Section 3.02.

6. The Trust Agreements shall be amended by adding a new Section 4.0l(a)(S) to the Master Terms to read as follows:

Section 4.01. Investment of Trust Assets (a) Investment Managers (5) In the event an investment manager resigns or is otherwise terminated for any reason with respect to a portion of the Trust's assets, Consolidation shall appoint one or more successor investment managers with respect to such assets. Until such appointment, Consolidation shall have investment responsibility for such assets and shall direct the Trustee to invest the 9

No substantive change to Master Terms, but moved this language from subsection (b) and copied language in regulation. 10 CFR 50.75(h)(I )(iv) allows for disbursements for administrative costs without notice to NRC.

Amendment No. 1 to Trust Funds Page 5

applicable assets in one or more specific investment vehicles which track market indices as contemplated in Section 4.0l(c). 10

7. The Trust Agreements shall be amended by amending Sections 4.0l(d) and (e) of the Master Terms to read as follows:

Section 4.01. Investment of Trust Assets (d) Trustee. ConsolidatioR or the appropriate NQF CompaRy or Companies shall Rotify the Trastee iR '.vritiRg if To the extent the investment of assets of the Trusts are not being directed by one or more investment managers under Section 4.0l(a) or by Consolidation under Section 4.0l(c), with the written consent of the Trustee, 11 and-the Trustee shall hold, invest, and reinvest such assets as it, in its sole discretion, deems advisable, subject to the restrictions set forth herein for investment of the assets of the Qualified Trusts and adherence to the Prudent Investor Standard. The Trustee shall not be liable for the making, retention or sale of any asset of a Qualified Trust which qualifies as a Permissible Asset.

(e) Prohibition. Consolidation shall not engage ExGen, its affiliates and its subsidiaries, and persons representing them, shall Rot as investment manager for the funds or 1Q provide day-to-day management direction of investments or direction on individual investments to an investment manager or the Trustee, except in the case of passive fund management of trust funds where management is limited to investments tracking market indices as contemplated in Section 4.0l(c). 12

8. The Trust Agreements shall be amended by amending Section 4.03 of the Master Terms to read as follows:

Section 4.03 Investment Restrictions.

(a) Except as allowed in subsection (b) of Section 4.03, the assets of a Trust may not be invested in any of the following:

(1) securities or other 13 obligations of Exelon Corporation or affiliates thereof, or their successors or assigns as identified in writing by Consolidation and the NQF Companies,;_

10 Requested by Trustee.

11 Requested by Trustee.

12 10 CFR 50.75(h)(I )(ii).

1 3 JO CFR 50.75(h)(I )(i)(A).

Amendment No. 1 to Trust Funds Page 6

(2) except for i8'restme8ts tied to market i8dexes or other 808 8Hclear sector collective, cofflmi9gled or ffiHtHal fH8ds, i8vestme8ts securities or other obligations in any entity owning or operating one or more nuclear power plants or its affiliates. subsidiaries, successors or assigns, 14 as such entities are identified by a source agreed to in writing by the Trustee and Consolidation a8d the NQF Compa8ies; (3) a mutual fund in which at least 50 percent of the fund is invested in the securities of a licensee or parent company whose subsidiary is an owner or operator of a foreign or domestic nuclear power plant. 15 (b) Notwithstanding the provisions of subsection (a) of Section 4.03. the assets of a Trust may be invested in securities tied to market indices or other non-nuclear sector collective, commingled, or mutual funds, provided that no more than ten percent (10%) of trust assets may be directly invested in securities of any entity owning or operating one or more nuclear power plants. Nothing in this subsection (b) of Section 4.03 should be construed as requiring the sale or transfer in whole or in part, or other disposition of any prohibited investment that was made prior to April 22, 2003. 16 (be) Regardless of the person directing investments, any assets of the Qualified Trusts shall be invested solely in Permissible Assets, and shall be accumulated, invested, and reinvested in like manner.

9. The Trust Agreements shall be amended by amending Section 7.02 of the Master Terms to read as follows:

Section 7.02. Notice to NRC. Notwithstanding any provision herein to the contrary, the Trust Agreements may not be modified in any material respect without first providing thirty (30) working 17 days' prior written notice to the NRC Director, Office of Nuclear Reactor Regulation. Such notice shall include the text of, and a statement of the reason for. the proposed amendment. 18 Consolidation shall be solely responsible for determining whether a modification is material, and the Trustee shall be protected for relying upon such determination. No modification will be made if the Trustee receives written objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to modification.

10. The Trust Agreements shall be amended by deleting Exhibit "A-1," Certificate for Payment of Decommissioning Costs to the Master Trust and Exhibit "A-2," Certificate for Payment of Decommissioning Costs to the Master Trust and replacing those exhibits with Exhibit 14

50. 75(h)( I )(i)(A).

15 50.75(h)(I )(i)(A).

16 50.75(h)(l)(i)(A).

17

50. 75(h)(I )(iii).

18 50.75(h)( I )(iii).

Amendment No. I to Trust Funds Page 7

"A-1," Certificate for Payment of Decommissioning Costs, and Exhibit "A-2," Certificate for Payment of Administrative Costs of the Master Terms to read as follows:

EXHIBIT "A-1" CERTIFICATE FOR PAYMENT OF DECOMMISSIONING COSTS The Northern Trust Company, as Trustee 50 South LaSalle Street Chicago, Illinois 60603 This Certificate is submitted pursuant to Section 3.02 of the Master Terms for Trust Agreements Applicable to Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 between Exelon Generation Consolidation, LLC and The Northern Trust Company, as Trustee and Second Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 among Exelon Generation Consolidation, LLC (successor to the non-qualified fund companies identified therein) and The Northern Trust Company, as Trustee (the "Master Terms"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Terms.

In your capacity as Trustee, you are hereby authorized and requested to disburse out of the ((select "Non-Qualified Trust if sufficient to cover the disbursements and then from the Qualified Trust," "Non-Qualified Trust," or "Qualified Trust")) for each Unit as specified in the table in the attached Schedule A the amounts therein specified for the respective Unit for the payment of Decommissioning Costs that have been incurred for each Unit noted in the table.

Such funds disbursed shall be paid to ((select "Exelon Generation Consolidation, LLC

("Consolidation")" or "Exelon Generation Company, LLC ("ExGen")" as reimbursement of Decommissioning Costs incurred by Ex Gen OR [insert payee] as payment for services or materials)).

With respect to such Decommissioning Costs to be paid from the Non-Tax Qualified Trusts and Tax Qualified Trusts, as applicable, Consolidation hereby certifies as follows:

1. The amount of Decommissioning Costs to be disbursed from the Unit trusts pursuant to this Certificate shall be solely used for the purpose of paying the Decommissioning Costs incurred, as specified in Schedule A hereto.

2. None of the Decommissioning Costs identified in Schedule A hereto has previously been paid from the Non-Tax Qualified Trusts or Tax Qualified Trusts pursuant to Section 3.02 of the Master Terms.

3. Payment of the Decommissioning Costs identified in Schedule A will not reduce the value of any of the Trusts below an amount necessary to place and maintain the reactor in a safe storage condition if unforeseen conditions or expenses arise.

Amendment No. I to Trust Funds Page 8

4. Unless otherwise noted in Schedule A, the Decommissioning Costs incurred and for which reimbursement is requested are Qualified Decommissioning Costs as defined in the Master Terms, and the amounts, if any, disbursed from the Tax Qualified Trusts pursuant to this Certificate shall be used solely for the purposes of paying such Qualified Decommissioning Costs.

5. Any necessary authorizations of the ICC, PUC, NRC or any corresponding governmental authority having jurisdiction over the decommissioning of the Unit have been obtained, unless otherwise specified in Paragraph 6.

6. If the units at issue are covered by license conditions for trust fund disbursements (most units), include the following: ((Written notice to the NRC is required prior to making disbursements from the Trusts for reimbursement of the Decommissioning Costs identified in Schedule A.

((Consolidation or ExGen)) provided such notice to the NRC Director, Office of Nuclear Reactor Regulation, in a letter dated [insert date], a copy of which is attached to this Certification. In that letter, ((Consolidation or ExGen))

requested that the NRC provide written notice to [Consolidation or ExGen] and the Trustee within thirty (30) working days of its receipt of the letter if the NRC has any objection to the requested disbursements. ((Select: "That thirty (30) working day period has expired, and no objection has been received. As such, Consolidation/ExGen requests immediate payment of the Decommissioning Costs identified in Schedule A." or "If the Trustee does not receive written notice any objections from the NRC Director, Office of Nuclear Reactor Regulation within the thirty (30) working day period, Constellation/ExGen requests that the Trustee immediately thereafter make the disbursements for the Decommissioning Costs identified in Schedule A.))

If the units at issue are covered by the NRC's regulations at 50.75(h) (such as Oyster Creek) as opposed to license conditions, include the following:

((Disbursements from the Trusts for the Decommissioning Costs identified in Schedule A are allowed pursuant to the regulations and issuances of the NRC.

To the extent the Decommissioning Costs include costs for spent fuel management, site restoration, or other costs, ExGen has obtained an exemption or other approval from the NRC that authorizes ExGen to use the Trusts to pay for such costs. Pursuant to the NRC's regulations, issuances, exemptions, and approvals, notice to the NRC prior to the disbursement of funds from the Trusts to cover these costs is not required.))

7. Payment of the amount requested will not inhibit the ability of ExGen to complete funding of any shortfalls in the Trusts needed to ensure the availability of funds to ultimately release the site and to terminate the license.

Amendment No. I to Trust Funds Page 9

IN WITNESS WHEREOF, the undersigned representative of Exelon Generation Consolidation, LLC has executed this Certificate in the capacity shown below as of

_ _ _ _ _ _ _ _ _ _ _ _ ,20~.

Acknowledged by:

EXELON GENERATION THE NORTHERN TRUST CONSOLIDATION, LLC COMPANY Name:

Title:

SCHEDULE A TO CERTIFICATION FOR REIMBURSEMENT OF DECOMMISSIONING COSTS **

Unit Decommissioning Costs Decommissioning Costs Decommissioning Costs (as defined by NRC) (as defined by NRC) (as approved by NRC)

Planning Radiological Spent Fuel Management, Site Restoration. Other

• • Note: if any of the Decommissioning Costs do not constitute "Qualified Decommissioning Costs" under the Master Terms, specify in Schedule A which costs are not Qualified Decommissioning Costs.

EXHIBIT "A-2" CERTIFICATE FOR PAYMENT OF ADMINISTRATIVE COSTS The Northern Trust Company, as Trustee 50 South LaSalle Street Chicago, Illinois 60603 This Certificate is submitted pursuant to Section 3.02 of the Master Terms for Trust Agreements Applicable to Second Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 between Exelon Generation Consolidation, LLC and The Northern Trust Company, as Trustee and Second Amended and Restated Nonqualified Amendment No. I to Trust Funds Page 10

Nuclear Decommissioning Master Trust Agreement dated as of July 1, 2013 among Exelon Generation Consolidation, LLC (successor to the non-qualified fund companies identified therein) and The Northern Trust Company, as Trustee (the "Master Terms"). All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Terms.

In your capacity as Trustee, you are hereby authorized and requested to disburse out of the ((select the trust to which the administrative expenses apply: "Non-Qualified Trust,'

"Qualified Trust, or "Non-Qualified Trust and Qualified Trust")) for each Unit as specified in the table in the attached Schedule A the amounts therein specified for the respective Unit for the payment of Administrative Costs incurred in connection with operation of the fund that have been incurred for each Unit noted in the table. Such funds disbursed shall be paid to the appropriate payee. To the extent such costs (such as taxes) have been paid by ExGen or its affiliates, then disbursements for reimbursements of those Administrative Costs should be paid to ExGen as set forth herein.

With respect to the Administrative Costs to be paid from the Non-Tax Qualified Trusts and Tax Qualified Trusts, as applicable, Consolidation hereby certifies as follows:

1. The amount of Administrative Costs to be disbursed from the Unit trusts pursuant to this Certificate shall be solely used for the purpose of paying the Administrative Costs incurred, as specified in Schedule A hereto.

2. None of the Administrative Costs identified in Schedule A hereto has previously been paid from the Non-Tax Qualified Trusts or Tax Qualified Trusts pursuant to Section 3.02 of the Master Terms.

3. Payment of the Administrative Costs identified in Schedule A will not reduce the value of any of the Trusts below an amount necessary to place and maintain the reactor in a safe storage condition if unforeseen conditions or expenses arise.

4. Unless otherwise noted in Schedule A, the Administrative Costs incurred and for which reimbursement is requested are Qualified Administrative Costs as defined in the Master Terms, and the amounts, if any, disbursed from the Tax Qualified Trusts pursuant to this Certificate shall be used solely for the purpose of paying such Qualified Administrative Costs.

5. Any necessary authorizations of the ICC, PUC, NRC or any corresponding governmental authority having jurisdiction over the decommissioning of the Unit have been obtained, unless otherwise specified in Paragraph 6.

6. Disbursements from the Trusts for the payment or reimbursement of Administrative Costs are allowed pursuant to the regulations and issuances of the NRC and, as applicable, the NRC licenses for the Units for which reimbursement of Administrative Costs is sought. Pursuant to the NRC's regulations and issuances and the NRC licenses, as applicable, prior notice to or approval from the NRC for disbursements for the payment of Administrative Costs is not required.

Amendment No. I to Trust Funds Page I I

7. Payment of the amounts requested will not inhibit the ability of Ex Gen to complete funding of any shortfalls in the Trusts needed to ensure the availability of funds to ultimately release the site and to terminate the license.

IN WITNESS WHEREOF, the undersigned representative of Exelon Generation Consolidation, LLC has executed this Certificate in the capacity shown below as of

_ _ _ _ _ _ _ _ _ _ _ _ ,20~.

Acknowledged by:

EXELON GENERATION THE NORTHERN TRUST CONSOLIDATION, LLC COMPANY By: _ _ _ _ _ _ _ _ _ _ _ __

Title:

SCHEDULE A TO CERTIFICATION FOR REIMBURSEMENT OF ADMINISTRATIVE COSTS**

Unit Administrative Costs Administrative Costs Taxes Incidental (legal, accounting, actuarial, trustee, investment manae;er fees)

• • Note: if any of the Administrative Costs do not constitutes "Qualified Administrative Costs" under the Master Terms, specify in Schedule A which costs are not Qualified Administrative Costs.

11. As so amended, the Trust Agreements are ratified and confirmed as being in all respects in full force and effect.

12. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of Illinois.

Amendment No. I to Trust Funds Page 12

13. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic transmission (including as a pdf attachment to an e-mail) shall be effective as delivery of a manually executed counterpart of this Amendment.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized representatives as of the day and year first above written.

EXELON GENERATION CONSOLIDATION, LLC By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

Title:

THE NORTHERN TRUST COMPANY By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ~

Name:

Title:

Amendment No. I to Trust Funds Page 13 eDocs #4611728