RS-13-039, Amended Nuclear Decommissioning Trust Agreements
| ML13016A032 | |
| Person / Time | |
|---|---|
| Site: | Peach Bottom, Salem, Oyster Creek, Limerick, Clinton, Crane  |
| Issue date: | 01/15/2013 |
| From: | Simpson P Exelon Generation Co |
| To: | Document Control Desk, Office of Nuclear Reactor Regulation, NRC/FSME |
| References | |
| RS-13-039 | |
| Download: ML13016A032 (18) | |
Text
RS-1 3-039 January 15, 2013 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555-0001 Clinton Power Station, Unit 1 Facility Operating License No. NPF-62 NRC Docket No. 50-461 Limerick Generating Station, Units 1 and 2 Facility Operating License Nos. NPF-39 and NPF-85 NRC Docket Nos. 50-352 and 50-353 Oyster Creek Nuclear Generating Station Renewed Facility Operating License No. DPR-16 NRC Docket No. 50-219 Peach Bottom Atomic Power Station, Unit 1 Facility Operating License No. DPR-12 NRC Docket No. 50-171 Peach Bottom Atomic Power Station, Units 2 and 3 Renewed Facility Operating License Nos. DPR-44 and DPR-56 NRC Docket Nos. 50-277 and 50-278 Salem Generating Station, Units 1 and 2 Renewed Facility Operating License Nos. DPR-70 and DPR-75 NRC Docket Nos. 50-272 and 50-311 Three Mile Island Nuclear Station, Unit 1 Renewed Facility Operating License No. DPR-50 NRC Docket No. 50-289
Subject:
Amended Nuclear Decommissioning Trust Agreements
Reference:
Letter from P. R. Simpson (Exelon Generation Company, LLC) to U. S. NRC, "Notice of Change in Trustee for Nuclear Decommissioning Trust Funds," dated November 29, 2012 In the Reference letter, Exelon Generation Company, LLC (ExGen) provided written notification to the Director of the Office of Nuclear Reactor Regulation 30 days prior to amendments to the decommissioning trust agreements for the reactors listed above becoming effective.
pi 1
RS-13-039 January 15, 2013 U. S. Nuclear Regulatory Commission A TIN: Document Control Desk Washington, DC 20555-0001 Clinton Power Station, Unit 1 Facility Operating License No. NPF-62 NRC Docket No. 50-461 Limerick Generating Station, Units 1 and 2 Facility Operating License Nos. NPF-39 and NPF-85 NRC Docket Nos. 50-352 and 50-353 Oyster Creek Nuclear Generating Station Renewed Facility Operating License No. DPR-16 NRC Docket No. 50-219 Peach Bottom Atomic Power Station, Unit 1 Facility Operating License No. DPR-12 NRC Docket No. 50-171 Peach Bottom Atomic Power Station, Units 2 and 3 Renewed Facility Operating License Nos. DPR-44 and DPR-56 NRC Docket Nos. 50-277 and 50-278 Salem Generating Station, Units 1 and 2 Renewed Facility Operating License Nos. DPR-70 and DPR-75 NRC Docket Nos. 50-272 and 50-311 Three Mile Island Nuclear Station, Unit 1 Renewed Facility Operating License No. DPR-50 NRC Docket No. 50-289
Subject:
Amended Nuclear Decommissioning Trust Agreements
Reference:
Letter from P. R. Simpson (Exelon Generation Company, LLC) to U. S. NRC, "Notice of Change in Trustee for Nuclear Decommissioning Trust Funds," dated November 29, 2012 In the Reference letter, Exelon Generation Company, LLC (ExGen) provided written notification to the Director of the Office of Nuclear Reactor Regulation 30 days prior to amendments to the decommissioning trust agreements for the reactors listed above becoming effective.
U. S. Nuclear Regulatory Commission January 15, 2013 Page 2 ExGen did not receive any written notice of objection from the NRC. Therefore, the amended agreements were effective on January 1, 2013, which was greater than 30 days following the date of the Reference letter. Copies of the executed amendments for each of the affected trust agreements are included with this letter as Attachments 1 through 4. is applicable to the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement for the former PECO plants: Limerick Generating Station Units 1 and 2; Peach Bottom Atomic Power Station Units 2 and 3; and Salem Generating Station Units 1 and
- 2. is applicable to the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement for the former PECO plants: Limerick Generating Station Units 1 and 2; Peach Bottom Atomic Power Station Units 1, 2, and 3; and Salem Generating Station Units 1 and 2. is applicable to the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement for the former AmerGen plants: Clinton Power Station Unit 1; Oyster Creek Nuclear Generating Station; and Three Mile Island Nuclear Station Unit 1. is applicable to the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement for the former AmerGen plants: Clinton Power Station Unit 1; Oyster Creek Nuclear Generating Station; and Three Mile Island Nuclear Station Unit 1.
There are no regulatory commitments contained in this letter. Should you have any questions concerning this letter, please contact me at (630) 657-2823.
Patrick R. Simpson Manager - Licensing Exelon Generation Company, LLC Attachments:
- 1. Appointment of Trustee and Amendment to Former PECO Qualified Master Trust
- 2. Appointment of Trustee and Amendment to Former PECO Nonqualified Master Trust
- 3. Appointment of Trustee and Amendment to Former AmerGen Qualified Master Trust
- 4. Appointment of Trustee and Amendment to Former AmerGen Nonqualified Master Trust U. S. Nuclear Regulatory Commission January 15, 2013 Page 2 ExGen did not receive any written notice of objection from the NRC. Therefore, the amended agreements were effective on January 1, 2013, which was greater than 30 days following the date of the Reference letter. Copies of the executed amendments for each of the affected trust agreements are included with this letter as Attachments 1 through 4. is applicable to the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement for the former PECO plants: Limerick Generating Station Units 1 and 2; Peach Bottom Atomic Power Station Units 2 and 3; and Salem Generating Station Units 1 and
- 2. is applicable to the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement for the former PECO plants: Limerick Generating Station Units 1 and 2; Peach Bottom Atomic Power Station Units 1, 2, and 3; and Salem Generating Station Units 1 and 2. is applicable to the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement for the former AmerGen plants: Clinton Power Station Unit 1; Oyster Creek Nuclear Generating Station; and Three Mile Island Nuclear Station Unit 1. is applicable to the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement for the former AmerGen plants: Clinton Power Station Unit 1; Oyster Creek Nuclear Generating Station; and Three Mile Island Nuclear Station Unit 1.
There are no regulatory commitments contained in this letter. Should you have any questions concerning this letter, please contact me at (630) 657-2823.
R~R Patrick A. Simpson Manager - Licensing Exelon Generation Company, LLC Attachments:
- 1. Appointment of Trustee and Amendment to Former PECO Qualified Master Trust
- 2. Appointment of Trustee and Amendment to Former PECO Nonqualified Master Trust
- 3. Appointment of Trustee and Amendment to Former AmerGen Qualified Master Trust
- 4. Appointment of Trustee and Amendment to Former AmerGen Nonqualified Master Trust
ATTACHMENT 1 Appointment of Trustee and Amendment to Former PECO Qualified Master Trust ATTACHMENT 1 Appointment of Trustee and Amendment to Former PECO Qualified Master Trust
Execution Copy Appointment of Trustee and Amendment to Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement THIS APPOINTMENT OF TRUSTEE AND AMENDMENT (this "Amendment") to Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement, dated as of November 28, 2012, among Exelon Generation Company, LLC, a Pennsylvania limited liability company ("ExGen"), Exelon Generation Consolidation, LLC, a Nevada limited liability company ("Consolidation"), and The Northern Trust Company, an Illinois state banking corporation (the "Successor Trustee").
WITNESSETH:
WHEREAS, Consolidation desires to replace The Bank of New York Mellon (successor to Mellon Bank, N.A.), a New York banking corporation (the "Existing Trustee"), as trustee under the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29, 2003, effective November 1, 2003, as amended (the "Master Trust Agreement"), by and between ExGen, Consolidation and Existing Trustee, which Master Trust Agreement governs the administration of trusts consisting of qualified nuclear decommissioning funds under section 468A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 3.08 of the Master Terms for Trust Agreements, Consolidation desires to remove Existing Trustee, and to replace Existing Trustee with Successor Trustee, as trustee under the provisions of the Master Trust Agreement and further desires, in connection with such replacement, to amend the notice and governing law provisions in the Master Trust Agreement as hereinafter provided; and WHEREAS, Consolidation desires to confirm its removal of Existing Trustee as trustee and its appointment of Successor Trustee as trustee, and Successor Trustee desires to confirm its acceptance of its appointment as trustee, under the provisions of the Master Trust Agreement; and WHEREAS, Consolidation and Successor Trustee desire to make two changes to the Master Trust Agreement and to include such changes in this Amendment; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
1.
Consolidation hereby confirms its removal of Existing Trustee as Trustee (as such term is defined in the Master Trust Agreement) under the Master Trust Agreement. Such removal shall be effective as provided in Section 5 of this Amendment.
2.
Consolidation hereby confirms its appointment of Successor Trustee to serve as Trustee under the Master Trust Agreement as successor to Existing Trustee. Such appointment shall be effective as provided in Section 5 of this Amendment.
Execution Copy Appointment of Trustee and Amendment to Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement THIS APPOINTMENT OF TRUSTEE AND AMENDMENT (this "Amendmenf') to Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement, dated as of November 28, 2012, among Exelon Generation Company, LLC, a Pennsylvania limited liability company ("ExGen"), Exelon Generation Consolidation, LLC, a Nevada limited liability company ("Consolidation"), and The Northern Trust Company, an Illinois state banking corporation (the "Successor Trustee").
WIT N E SSE T H:
WHEREAS, Consolidation desires to replace The Bank of New York Mellon (successor to Mellon Bank, N.A.), a New York banking corporation (th.e "Existing Trustee"), as trustee under the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29,2003, effective November 1,2003, as amended (the "Master Trust Agreemenf'), by and between ExGen, Consolidation and Existing Trustee, which Master Trust Agreement governs the administration of trusts consisting of qualified nuclear decommissioning funds under section 468A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 3.08 of the Master Terms for Trust Agreements, Consolidation desires to remove Existing Trustee, and to replace Existing Trustee with Successor Trustee, as trustee under the provisions of the Master Trust Agreement and further desires, in connection with such replacement, to amend the notice and governing law provisions in the Master Trust Agreement as hereinafter provided; and WHEREAS, Consolidation desires to confirm its removal of Existing Trustee as trustee and its appointment of Successor Trustee as trustee, and Successor Trustee desires to confirm its acceptance of its appointment as trustee, under the provisions of the Master Trust Agreement; and WHEREAS, Consolidation and Successor Trustee desire to make two changes to the Master Trust Agreement and to include such changes in this Amendment; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
- 1.
Consolidation hereby confirms its removal of Existing Trustee as Trustee (as such term is defined in the Master Trust Agreement) under the Master Trust Agreement. Such removal shall be effective as provided in Section 5 of this Amendment.
- 2.
Consolidation hereby confirms its appointment of Successor Trustee to serve as Trustee under the Master Trust Agreement as successor to Existing Trustee. Such appointment shall be effective as provided in Section 5 of this Amendment.
3.
Successor Trustee hereby confirms its acceptance of its appointment as Trustee under the Master Trust Agreement and its acceptance of the estates, authority, rights, trusts, powers, duties and obligations of Existing Trustee, as Trustee, under the Master Trust Agreement. Such acceptance shall be effective as provided in Section 5 of this Amendment.
4.
Effective upon the effectiveness of the acceptance by Successor Trustee of its appointment as Trustee, as provided in Section 5, the Master Trust Agreement shall be amended in the following respects:
(a)
Section 4.02 (Notices) shall be amended to read in its entirety as follows:
Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:
If to the Trustee, to:
The Northern Trust Company Attn: Amy P era 50 South LaSalle Street Chicago, Illinois 60603 If to Consolidation, to:
Exelon Generation Consolidation, LLC Attn: Kevin D. Stepanuk 2325-B Renaissance Drive -- Suite 19 Las Vegas, Nevada 89119 or at such other address as the Trustee or Consolidation may have furnished to the other party in writing by registered mail, return receipt requested.
(b)
Section 4.03 (Governing Law) shall be amended to read in its entirety as follows:
Section 4.03. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.
5.
The removal referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as of the later of (i) January 1, 2013 and (ii) thirty-first day following written notice to the NRC Director, Office of Nuclear Reactor Regulation; provided, however, if Consolidation receives notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to such thirty-first day, then such resignation, appointment and acceptance shall not become effective until the later of (x) January 1, 2013 and (y) the resolution of such objection by the NRC Director, Office of Nuclear Reactor Regulation. Consolidation shall provide, or shall arrange for the provision of, copies to Successor Trustee of the required notice to, and any objection and ultimate acceptance from, the NRC Director, Office of Nuclear Reactor Regulation.
2
- 3.
Successor Trustee hereby confmns its acceptance of its appointment as Trustee under the Master Trust Agreement and its acceptance of the estates, authority, rights, trusts, powers, duties and obligations of Existing Trustee, as Trustee, under the Master Trust Agreement. Such acceptance shall be effective as provided in Section 5 of this Amendment.
- 4.
Effective upon the effectiveness of the acceptance by Successor Trustee of its appointment as Trustee, as provided in Section 5, the Master Trust Agreement shall be amended in the following respects:
(a)
Section 4.02 (Notices) shall be amended to read in its entirety as follows:
Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:
Ifto the Trustee, to:
The Northern Trust Company Attn: Amy Pera 50 South LaSalle Street Chicago, Illinois 60603 If to Consolidation, to:
Exelon Generation Consolidation, LLC Attn: Kevin D. Stepanuk 2325-B Renaissance Drive -- Suite 19 Las Vegas, Nevada 89119 or at such other address as the Trustee or Consolidation may have furnished to the other party in writing by registered mail, return receipt requested.
(b)
Section 4.03 (Governing Law) shall be amended to read in its entirety as follows:
Section 4.03. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.
- 5.
The removal referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as of the later of (i) January 1, 2013 and (ii) thirty-first day following written notice to the NRC Director, Office of Nuclear Reactor Regulation; provided, however, if Consolidation receives notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to such thirty-first day, then such resignation, appointment and acceptance shall not become effective until the later of (x) January 1,2013 and (y) the resolution of such objection by the NRC Director, Office of Nuclear Reactor Regulation. Consolidation shall provide, or shall arrange for the provision of, copies to Successor Trustee of the required notice to, and any objection and ultimate acceptance from, the NRC Director, Office of Nuclear Reactor Regulation.
2
6.
Each of the parties hereby represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind it to this Amendment.
7.
This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Counterparts of this Amendment (or applicable signature pages hereof) that are manually signed and delivered by facsimile or email transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands as of the day and year first above written.
EXELON GENERATION COMPANY, LLC By:
Name: Kevin D. Stepan
Title:
Assistant Secretary EXELON GENERATION CONSOLIDATION, LLC By:
Name: Kevin D. Stepanuk
Title:
Assistant Secretary SUCCESSOR TRUSTEE:
THE NORTHERN TRUST COMPANY Jra) i'uo,p-U vC^a CIS C 3^'
By:
Title:
- 6.
Each of the parties hereby represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind it to this Amendment.
- 7.
This Amendment may be executed in several counterparts. each of which shall be deemed an original but all of which shall constitute one and the same instrument. Counterparts of this Amendment (or applicable signature pages hereof) that are manually signed and delivered by facsimile or email transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands as of the day and year ftrst above written.
EXELON GENERATION COMPANY, LLC Dr-N~~
Title:
Assistant Secretary EXELON GENERATION CONSOLIDATION, LLC By: \\C-0k\\
Name: Kevin D. s~
Title:
Assistant Secretary SUCCESSOR TRUSTEE:
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ATTACHMENT 2 Appointment of Trustee and Amendment to Former PECO Nonqualified Master Trust ATTACHMENT 2 Appointment of Trustee and Amendment to Former PECO Nonqualified Master Trust
Execution Copy Appointment of Trustee and Amendment to Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement THIS APPOINTMENT OF TRUSTEE AND AMENDMENT (this "Amendment") to Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement, dated as of November 28, 2012, among Exelon Generation Company, LLC, a Pennsylvania limited liability company ("ExGen"), the limited liability companies organized under the laws of the State of Nevada and identified on the signature pages as the "NQF Companies" ("NQF Companies"), and The Northern Trust Company, an Illinois state banking corporation (the "Successor Trustee").
WITNESSETH:
WHEREAS, the NQF Companies desire to replace The Bank of New York Mellon (successor to Mellon Bank, N.A.), a New York banking corporation (the "Existing Trustee"), as trustee under the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29, 2003, effective November 1, 2003, as amended (the "Master Trust Agreement"), by and between ExGen, the NQF Companies and Existing Trustee, which Master Trust Agreement governs the administration of trusts consisting of nuclear decommissioning funds not qualified under section 468A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 3.08 of the Master Terms for Trust Agreements, the NQF Companies desire to remove Existing Trustee, and to replace Existing Trustee with Successor Trustee, as trustee under the provisions of the Master Trust Agreement and further desire, in connection with such replacement, to amend the notice and governing law provisions in the Master Trust Agreement as hereinafter provided; and WHEREAS, the NQF Companies desire to confirm their removal of Existing Trustee as trustee and their appointment of Successor Trustee as trustee, and Successor Trustee desires to confirm its acceptance of its appointment as trustee, under the provisions of the Master Trust Agreement; and WHEREAS, the NQF Companies and Successor Trustee desire to make two changes to the Master Trust Agreement and to include such changes in this Amendment; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
1.
The NQF Companies hereby confirm their removal of Existing Trustee as Trustee (as such term is defined in the Master Trust Agreement) under the Master Trust Agreement.
Such removal shall be effective as provided in Section 5 of this Amendment.
2.
The NQF Companies hereby confirm their appointment of Successor Trustee to serve as Trustee under the Master Trust Agreement as successor to Existing Trustee. Such appointment shall be effective as provided in Section 5 of this Amendment.
Execution Copy Appointment of Trustee and Amendment to Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement THIS APPOINTMENT OF TRUSTEE AND AMENDMENT (this "Amendment') to Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement, dated as of November 28, 2012, among Exelon Generation Company, LLC, a Pennsylvania limited liability company ("ExGen"), the limited liability companies organized under the laws ofthe State of Nevada and identified on the signature pages as the "NQF Companies" ("NQF Companies"), and The Northern Trust Company, an Illinois state banking corporation (the "Successor Trustee").
WIT N E SSE T H:
WHEREAS, the NQF Companies desire to replace The Bank of New York Mellon (successor to Mellon Bank, N.A.), a New York banking corporation (the "Existing Trustee"), as trustee under the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29,2003, effective November 1,2003, as amended (the "Master Trust Agreemenf'), by and between ExGen, the NQF Companies and Existing Trustee, which Master Trust Agreement governs the administration of trusts consisting of nuclear decommissioning funds not qualified under section 468A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 3.08 of the Master Terms for Trust Agreements, the NQF Companies desire to remove Existing Trustee, and to replace Existing Trustee with Successor Trustee, as trustee under the provisions of the Master Trust Agreement and further desire, in connection with such replacement, to amend the notice and governing law provisions in the Master Trust Agreement as hereinafter provided; and WHEREAS, the NQF Companies desire to confirm their removal of Existing Trustee as trustee and their appointment of Successor Trustee as trustee, and Successor Trustee desires to confirm its acceptance of its appointment as trustee, under the provisions ofthe Master Trust Agreement; and WHEREAS, the NQF Companies and Successor Trustee desire to make two changes to the Master Trust Agreement and to include such changes in this Amendment; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
- 1.
The NQF Companies hereby confirm their removal of Existing Trustee as Trustee (as such term is defined in the Master Trust Agreement) under the Master Trust Agreement.
Such removal shall be effective as provided in Section 5 ofthis Amendment.
- 2.
The NQF Companies hereby confirm their appointment of Successor Trustee to serve as Trustee under the Master Trust Agreement as successor to Existing Trustee. Such appointment shall be effective as provided in Section 5 of this Amendment.
3.
Successor Trustee hereby confirms its acceptance of its appointment as Trustee under the Master Trust Agreement and its acceptance of the estates, authority, rights, trusts, powers, duties and obligations of Existing Trustee, as Trustee, under the Master Trust Agreement. Such acceptance shall be effective as provided in Section 5 of this Amendment.
4.
Effective upon the effectiveness of the acceptance by Successor Trustee of its appointment as Trustee, as provided in Section 5, the Master Trust Agreement shall be amended in the following respects:
(a)
Section 4.02 (Notices) shall be amended to read in its entirety as follows:
Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall. be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:
If to the Trustee, to:
The Northern Trust Company Attn: Amy Pera 50 South LaSalle Street Chicago, Illinois 60603 If to any ofthe NQF Companies, to it at:
c/o Exelon Generation Consolidation, LLC Attn: Kevin D. Stepanuk 2325-B Renaissance Drive -- Suite 19 Las Vegas, Nevada 89119 or at such other address as the Trustee or an NQF Company may have furnished to the other parties in writing by registered mail, return receipt requested.
(b)
Section 4.03 (Governing Law) shall be amended to read in its entirety as follows:
Section 4.03. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.
5.
The removal referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as ofthe later of (i) January 1, 2013 and (ii) thirty-first day following written notice to the NRC Director, Office of Nuclear Reactor Regulation; provided, however, if the NQF Companies receive notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to such thirty-first day, then such resignation, appointment and acceptance shall not become effective until the later of (x) January 1, 2013 and (y) the resolution of such objection by the NRC Director, Office of Nuclear Reactor Regulation. The NQF Companies shall provide, or shall arrange for the provision of, copies to Successor Trustee of the required notice to, and any objection and ultimate acceptance from, the NRC Director, Office of Nuclear Reactor Regulation.
2
- 3.
Successor Trustee hereby confirms its acceptance of its appointment as Trustee under the Master Trust Agreement and its acceptance of the estates, authority, rights, trusts, powers, duties and obligations of Existing Trustee, as Trustee, under the Master Trust Agreement. Such acceptance shall be effective as provided in Section 5 of this Amendment.
- 4.
Effective upon the effectiveness of the acceptance by Successor Trustee of its appointment as Trustee, as provided in Section 5, the Master Trust Agreement shall be amended in the following respects:
(a)
Section 4.02 (Notices) shall be amended to read in its entirety as follows:
Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall. be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:
lfto the Trustee, to:
The Northern Trust Company Attn: Amy Pera 50 South LaSalle Street Chicago, Illinois 60603 lfto any of the NQF Companies, to it at:
c/o Exelon Generation Consolidation, LLC Attn: Kevin D. Stepanuk 2325-B Renaissance Drive -- Suite 19 Las Vegas, Nevada 89119 or at such other address as the Trustee or an NQF Company may have furnished to the other parties in writing by registered mail, return receipt requested.
(b)
Section 4.03 (Governing Law) shall be amended to read in its entirety as follows:
Section 4.03. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.
- 5.
The removal referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as of the later of (i) January 1,2013 and (ii) thirty-first day following written notice to the NRC Director, Office of Nuclear Reactor Regulation; provided, however, if the NQF Companies receive notice of objection from the NRC Director, Office ofNuc1ear Reactor Regulation, prior to such thirty-first day, then such resignation, appointment and acceptance shall not become effective until the later of (x) January 1,2013 and (y) the resolution of such objection by the NRC Director, Office ofNuc1ear Reactor Regulation. The NQF Companies shall provide, or shall arrange for the provision of, copies to Successor Trustee of the required notice to, and any objection and ultimate acceptance from, the NRC Director, Office ofNuc1ear Reactor Regulation.
2
PEACH BOTTOM ; NQF,LLC By:
Name: Kevin D. Stepan 6.
Each of the parties hereby represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind it to this Amendment.
7.
This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Counterparts of this Amendment (or applicable signature pages hereof) that are manually signed and delivered by facsimile or email transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands as of the day and year first above written.
EXELON GENERATION COMPANY, LLC SUCCESSOR TRUSTEE:
Name: Kevin D. Stepan'
Title:
Assistant Secretary NQF COMPANIES:
By:
PEACH BOTTOM 3 NQF, LLC By:V Name: Kevin D. Step
Title:
Assistant Secretary Name: Kevin D. Step
Title:
Assistant Secretary By:
SALEM 1 NQF, LLC By: ^--
Name: Kevin D. Stepan
Title:
Assistant Secretary Name: Kevin D. Stepan
Title:
Assistant Secretary By:
Name: Kevin D. Stepan
Title:
Assistant Secretary SALEM 2 NQF, LL Name: Kevin D. Stepanu
Title:
Assistant Secretary By:
By:
Title:
Assistant Secretary
- 6.
Each of the parties hereby represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions. hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind it to this Amendment.
- 7.
This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Counterparts of this Amendment (or applicable signature pages hereof) that are manually signed and delivered by facsimile or email transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands as of the day and year first above written.
RXELON GENERATION COMPANY, By: U~<1 LLC
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Name: Kevin D. Stepa~\\
Title:
Assistant Secretary NQF COMPANIES:
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Name: Kevin D. Step
Title:
Assistant Secretary By.~==~~~~~~
Name: Kevin D. Stepan
Title:
Assistant Secretary PEACH BOTTOM NQF LLC
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Name: Kevin D. Stepan
Title:
Assistant Secretary SUCCESSOR TRUSTEE:
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Name: Kev~ o:steP~
Title:
Assistant Secretary SALEM 1 NQF, LLC Br.\\L~
Name: KeViIliiSteiaIl
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Assistant Secretary BY:*_~_...:!oo.t!..Mt::.:::........-===~rt\\-__ _
Name: Kevin D. Stepanu
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Assistant Secretary 3
ATTACHMENT 3 Appointment of Trustee and Amendment to Former AmerGen Qualified Master Trust ATTACHMENT 3 Appointment of Trustee and Amendment to Former AmerGen Qualified Master Trust
Execution Copy Appointment of Trustee and Amendment to Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement THIS APPOINTMENT OF TRUSTEE AND AMENDMENT (this "Amendment") to Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement, dated as of November 28, 2012, among Exelon Generation Company, LLC (successor to AmerGen Energy Company, LLC), a Pennsylvania limited liability company ("ExGen"), Exelon Generation Consolidation, LLC (successor to AmerGen Consolidation, LLC), a Nevada limited liability company ("Consolidation"), and The Northern Trust Company, an Illinois state banking corporation (the "Successor Trustee").
WITNESSETH:
WHEREAS, Consolidation desires to replace The Bank of New York Mellon (successor to Mellon Bank, N.A.), a New York banking corporation (the "Existing Trustee"), as trustee under the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29, 2003, effective November 1, 2003, as amended (the "Master Trust Agreement"), by and between ExGen, Consolidation and Existing Trustee, which Master Trust Agreement governs the administration of trusts consisting of qualified nuclear decommissioning funds under section 468A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 3.08 of the Master Terms for Trust Agreements, Consolidation desires to remove Existing Trustee, and to replace Existing Trustee with Successor Trustee, as trustee under the provisions of the Master Trust Agreement and further desires, in connection with such replacement, to amend the notice and governing law provisions in the Master Trust Agreement as hereinafter provided; and WHEREAS, Consolidation desires to confirm its removal of Existing Trustee as trustee and its appointment of Successor Trustee as trustee, and Successor Trustee desires to confirm its acceptance of its appointment as trustee, under the provisions of the Master Trust Agreement; and WHEREAS, Consolidation and Successor Trustee desire to make two changes to the Master Trust Agreement and to include such changes in this Amendment; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
1.
Consolidation hereby confirms its removal of Existing Trustee as Trustee (as such term is defined in the Master Trust Agreement) under the Master Trust Agreement. Such removal shall be effective as provided in Section 5 of this Amendment.
2.
Consolidation hereby confirms its appointment of Successor Trustee to serve as Trustee under the Master Trust Agreement as successor to Existing Trustee. Such appointment shall be effective as provided in Section 5 of this Amendment.
Execution Copy Appointment of Trustee and Amendment to Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement THIS APPOINTMENT OF TRUSTEE AND AMENDMENT (this Amendment) to Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement, dated as of November 28,2012, among Exelon Generation Company, LLC (successor to AmerGen Energy Company, LLC), a Pennsylvania limited liability company ("ExGen"), Exelon Generation Consolidation, LLC (successor to AmerGen Consolidation, LLC), a Nevada limited liability company ("Consolidation"), and The Northern Trust Company, an Illinois state banking corporation (the "Successor Trustee").
WIT N E SSE T H:
WHEREAS, Consolidation desires to replace The Bank of New York Mellon (successor to Mellon Bank, N.A.), a New York banking corporation (the "Existing Trustee"), as trustee under the Amended and Restated Qualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29,2003, effective November 1,2003, as amended (the "Master Trust Agreemenf'), by and between ExGen, Consolidation and Existing Trustee, which Master Trust Agreement governs the administration of trusts consisting of qualified nuclear decommissioning funds under section 468A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 3.08 of the Master Terms for Trust Agreements, Consolidation desires to remove Existing Trustee, and to replace Existing Trustee with Successor Trustee, as trustee under the provisions of the Master Trust Agreement and further desires, in connection with such replacement, to amend the notice and governing law provisions in the Master Trust Agreement as hereinafter provided; and WHEREAS, Consolidation desires to confirm its removal of Existing Trustee as trustee and its appointment of Successor Trustee as trustee, and Successor Trustee desires to confirm its acceptance of its appointment as trustee, under the provisions of the Master Trust Agreement; and WHEREAS, Consolidation and Successor Trustee desire to make two changes to the Master Trust Agreement and to include such changes in this Amendment; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
- 1.
Consolidation hereby confirms its removal of Existing Trustee as Trustee (as such term is defined in the Master Trust Agreement) under the Master Trust Agreement. Such removal shall be effective as provided in Section 5 of this Amendment.
- 2.
Consolidation hereby confirms its appointment of Successor Trustee to serve as Trustee under the Master Trust Agreement as successor to Existing Trustee. Such appointment shall be effective as provided in Section 5 of this Amendment.
3.
Successor Trustee hereby confirms its acceptance of its appointment as Trustee under the Master Trust Agreement and its acceptance of the estates, authority, rights, trusts, powers, duties and obligations of Existing Trustee, as Trustee, under the Master Trust Agreement. Such acceptance shall be effective as provided in Section 5 of this Amendment.
4.
Effective upon the effectiveness of the acceptance by Successor Trustee of its appointment as Trustee, as provided in Section 5, the Master Trust Agreement shall be amended in the following respects:
(a)
Section 4.02 (Notices) shall be amended to read in its entirety as follows:
Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:
If to the Trustee, to:
The Northern Trust Company Attn: Amy Pera 50 South LaSalle Street Chicago, Illinois 60603 If to Consolidation, to:
Exelon Generation Consolidation, LLC Attn: Kevin D. Stepanuk 2325-B Renaissance Drive -- Suite 19 Las Vegas, Nevada 89119 or at such other address as the Trustee or Consolidation may have furnished to the other party in writing by registered mail, return receipt requested.
(b)
Section 4.03 (Governing Law) shall be amended to read in its entirety as follows:
Section 4.03. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.
5.
The removal referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as of the later of (i) January 1, 2013 and (ii) thirty-first day following written notice to the NRC Director, Office of Nuclear Reactor Regulation; provided, however, if Consolidation receives notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to such thirty-first day, then such resignation, appointment and acceptance shall not become effective until the later of (x) January 1, 2013 and (y) the resolution of such objection by the NRC Director, Office of Nuclear Reactor Regulation. Consolidation shall provide, or shall arrange for the provision of, copies to Successor Trustee of the required notice to, and any objection and ultimate acceptance from, the NRC Director, Office of Nuclear Reactor Regulation.
- 3.
Successor Trustee hereby confirms its acceptance of its appointment as Trustee under the Master Trust Agreement and its acceptance of the estates, authority, rights, trusts, powers, duties and obligations of Existing Trustee, as Trustee, under the Master Trust Agreement. Such acceptance shall be effective as provided in Section 5 of this Amendment.
- 4.
Effective upon the effectiveness of the acceptance by Successor Trustee of its appointment as Trustee, as provided in Section 5, the Master Trust Agreement shall be amended in the following respects:
(a)
Section 4.02 (Notices) shall be amended to read in its entirety as follows:
Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:
If to the Trustee, to:
The Northern Trust Company Attn: Amy Pera 50 South LaSalle Street Chicago, Illinois 60603 If to Consolidation, to:
Exelon Generation Consolidation, LLC Attn: Kevin D. Stepanuk 2325-B Renaissance Drive -- Suite 19 Las Vegas, Nevada 89119 or at such other address as the Trustee or Consolidation may have furnished to the other party in writing by registered mail, return receipt requested.
(b)
Section 4.03 (Governing Law) shall be amended to read in its entirety as follows:
Section 4.03. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.
- 5.
The removal referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as of the later of (i) January 1,2013 and (ii) thirty-first day following written notice to the NRC Director, Office of Nuclear Reactor Regulation; provided, however, if Consolidation receives notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to such thirty-first day, then such resignation, appointment and acceptance shall not become effective until the later of (x) January 1, 2013 and (y) the resolution of such objection by the NRC Director, Office of Nuclear Reactor Regulation. Consolidation shall provide, or shall arrange for the provision of, copies to Successor Trustee of the required notice to, and any objection and ultimate acceptance from, the NRC Director, Office of Nuclear Reactor Regulation.
Name: Kevin D. Stepanuk
Title:
Assistant Secretary 6.
Each of the parties hereby represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind it to this Amendment.
7.
This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Counterparts of this Amendment (or applicable signature pages hereof) that are manually signed and delivered by facsimile or email transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands as of the day and year first above written.
EXELON GENERATION COMPANY, LLC By:
Name: Kevin D. Stepan
Title:
Assistant Secre EXELON GENERATION CONSOLIDATION, LLC By:
SUCCESSOR TRUSTEE:
- 6.
Each of the parties hereby represents and warrants to the others that it has full authority to enter into this Amendment upon the tenns and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind it to this Amendment.
- 7.
This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Counterparts of this Amendment (or applicable signature pages hereof) that are manually signed and delivered by facsimile or email transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands as of the day and year fIrst above written.
EXELON GENERATION COMPANY, LLC By:
Name: Kevin D. Stepan
Title:
Assistant Secre EXELON GENERATION CONSOLIDATION, LLC By:
Name: Kevin D. Stepanuk
Title:
Assistant Secretary SUCCESSOR TRUSTEE:
ATTACHMENT 4 Appointment of Trustee and Amendment to Former AmerGen Nonqualified Master Trust ATTACHMENT 4 Appointment of Trustee and Amendment to Former AmerGen Nonqualified Master Trust
Execution Copy Appointment of Trustee and Amendment to Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement THIS APPOINTMENT OF TRUSTEE AND AMENDMENT (this "Amendment") to Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement, dated as of November 28, 2012, among Exelon Generation Company, LLC (successor to AmerGen Energy Company, LLC), a Pennsylvania limited liability company ("ExGen"), the limited liability companies organized under the laws of the State of Nevada and identified on the signature pages as the "NQF Companies" ("NQF Companies"), and The Northern Trust Company, an Illinois state banking corporation (the "Successor Trustee").
WITNESSETH:
WHEREAS, the NQF Companies desire to replace The Bank of New York Mellon (successor to Mellon Bank, N.A.), a New York banking corporation (the "Existing Trustee"), as trustee under the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29, 2003, effective November 1, 2003, as amended (the "Master Trust Agreement"), by and between ExGen, the NQF Companies and Existing Trustee, which Master Trust Agreement governs the administration of trusts consisting of nuclear decommissioning funds not qualified under section 468A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 3.08 of the Master Terms for Trust Agreements, the NQF Companies desire to remove Existing Trustee, and to replace Existing Trustee with Successor Trustee, as trustee under the provisions of the Master Trust Agreement and further desire, in connection with such replacement, to amend the notice and governing law provisions in the Master Trust Agreement as hereinafter provided; and WHEREAS, the NQF Companies desire to confirm their removal of Existing Trustee as trustee and their appointment of Successor Trustee as trustee, and Successor Trustee desires to confirm its acceptance of its appointment as trustee, under the provisions of the Master Trust Agreement; and WHEREAS, the NQF Companies and Successor Trustee desire to make two changes to the Master Trust Agreement and to include such changes in this Amendment; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
1.
The NQF Companies hereby confirm their removal of Existing Trustee as Trustee (as such term is defined in the Master Trust Agreement) under the Master Trust Agreement.
Such removal shall be effective as provided in Section 5 of this Amendment.
2.
The NQF Companies hereby confirm their appointment of Successor Trustee to serve as Trustee under the Master Trust Agreement as successor to Existing Trustee. Such appointment shall be effective as provided in Section 5 of this Amendment.
Execution Copy Appointment of Trustee and Amendment to Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement THIS APPOINTMENT OF TRUSTEE AND AMENDMENT (this "Amendment') to Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement, dated as of November 28, 2012, among Exelon Generation Company, LLC (successor to AmerGen Energy Company, LLC), a Pennsylvania limited liability company ("ExGen"), the limited liability companies organized under the laws of the State of Nevada and identified on the signature pages as the "NQF Companies" ("NQF Companies"), and The Northern Trust Company, an Illinois state banking corporation (the "Successor Trustee").
WIT N E SSE T H:
WHEREAS, the NQF Companies desire to replace The Bank of New York Mellon (successor to Mellon Bank, N.A.), aNew York banking corporation (the "Existing Trustee"), as trustee under the Amended and Restated Nonqualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29, 2003, effective November 1,2003, as amended (the "Master Trust Agreemenf'), by and between ExGen, the NQF Companies and Existing Trustee, which Master Trust Agreement governs the administration of trusts consisting of nuclear decommissioning funds not qualified under section 468A of the Internal Revenue Code of 1986, as amended; and WHEREAS, pursuant to Section 3.08 of the Master Terms for Trust Agreements, the NQF Companies desire to remove Existing Trustee, and to replace Existing Trustee with Successor Trustee, as trustee under the provisions of the Master Trust Agreement and further desire, in connection with such replacement, to amend the notice and governing law provisions in the Master Trust Agreement as hereinafter provided; and WHEREAS, the NQF Companies desire to confirm their removal of Existing Trustee as trustee and their appointment of Successor Trustee as trustee, and Successor Trustee desires to confirm its acceptance of its appointment as trustee, under the provisions of the Master Trust Agreement; and WHEREAS, the NQF Companies and Successor Trustee desire to make two changes to the Master Trust Agreement and to include such changes in this Amendment; NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
- 1.
The NQF Companies hereby confirm their removal of Existing Trustee as Trustee (as such term is defmed in the Master Trust Agreement) under the Master Trust Agreement.
Such removal shall be effective as provided in Section 5 of this Amendment.
- 2.
The NQF Companies hereby confirm their appointment of Successor Trustee to serve as Trustee under the Master Trust Agreement as successor to Existing Trustee. Such appointment shall be effective as provided in Section 5 of this Amendment.
3.
Successor Trustee hereby confirms its acceptance of its appointment as Trustee under the Master Trust Agreement and its acceptance of the estates, authority, rights, trusts, powers, duties and obligations of Existing Trustee, as Trustee, under the Master Trust Agreement. Such acceptance shall be effective as provided in Section 5 of this Amendment.
4.
Effective upon the effectiveness of the acceptance by Successor Trustee of its appointment as Trustee, as provided in Section 5, the Master Trust Agreement shall be amended in the following respects:
(a)
Section 4.02 (Notices) shall be amended to read in its entirety as follows:
Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given on the date mailed if sent by registered mail, return receipt requested, as follows:
If to the Trustee, to:
The Northern Trust Company Attn: Amy Pera 50 South LaSalle Street Chicago, Illinois 60603 If to any of the NQF Companies, to it at:
c/o Exelon Generation Consolidation, LLC Attn: Kevin D. Stepanuk 2325-B Renaissance Drive -- Suite 19 Las Vegas, Nevada 89119 or at such other address as the Trustee or an NQF Company may have furnished to the other parties in writing by registered mail, return receipt requested.
(b)
Section 4.03 (Governing Law) shall be amended to read in its entirety as follows:
Section 4.03. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.
5.
The removal referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as of the later of (i) January 1, 2013 and (ii) thirty-first day following written notice to the NRC Director, Office of Nuclear Reactor Regulation; provided, however, if the NQF Companies receive notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to such thirty-first day, then such resignation, appointment and acceptance shall not become effective until the later of (x) January 1, 2013 and (y) the resolution of such objection by the NRC Director, Office of Nuclear Reactor Regulation. The NQF Companies shall provide, or shall arrange for the provision of, copies to Successor Trustee of the required notice to, and any objection and ultimate acceptance from, the NRC Director, Office of Nuclear Reactor Regulation.
- 3.
Successor Trustee hereby confirms its acceptance of its appointment as Trustee under the Master Trust Agreement and its acceptance of the estates, authority, rights, trusts, powers, duties and obligations of Existing Trustee, as Trustee, under the Master Trust Agreement. Such acceptance shall be effective as provided in Section 5 of this Amendment.
- 4.
Effective upon the effectiveness of the acceptance by Successor Trustee of its appointment as Trustee, as provided in Section 5, the Master Trust Agreement shall be amended in the following respects:
(a)
Section 4.02 (Notices) shall be amended to read in its entirety as follows:
Section 4.02. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be du1y given on the date mailed if sent by registered mail, return receipt requested, as follows:
If to the Trustee, to:
The Northern TlUst Company Attn: Amy Pera 50 South LaSalle Street Chicago, Illinois 60603 Ifto any of the NQF Companies, to it at:
c/o Exe10n Generation Consolidation, LLC Attn: Kevin D. Stepanuk 2325-B Renaissance Drive -- Suite 19 Las Vegas, Nevada 89119 or at such other address as the Trustee or an NQF Company may have furnished to the other parties in writing by registered mail, return receipt requested.
(b)
Section 4.03 (Governing Law) shall be amended to read in its entirety as follows:
Section 4.03. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois.
- 5.
The removal referred to in Section 1, the appointment referred to in Section 2 and the acceptance referred to in Section 3 shall be effective as of the later of (i) January 1,2013 and (ii) thirty-first day following written notice to the NRC Director, Office of Nuclear Reactor Regulation; provided, however, if the NQF Companies receive notice of objection from the NRC Director, Office of Nuclear Reactor Regulation, prior to such thirty-first day, then such resignation, appointment and acceptance shall not become effective until the later of (x) January 1,2013 and (y) the resolution of such objection by the NRC Director, Office of Nuclear Reactor Regu1ation. The NQF Companies shall provide, or shall arrange for the provision of, copies to Successor Trustee of the required notice to, and any objection and ultimate acceptance from, the NRC Director, Office of Nuclear Reactor Regu1ation.
6.
Each of the parties hereby represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind it to this Amendment.
7.
This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Counterparts of this Amendment (or applicable signature pages hereof) that are manually signed and delivered by facsimile or email transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands as of the day and year first above written.
EXELON GENERATION COMPANY, LLC SUCCESSOR TRUSTEE:
THE NORTHERN TRUST COMPANY rv dUL F 11V "f
}Z -V
Title:
i^ I oC (A' et-By:
Name: Kevin D. Stepan
Title:
Assistant Secretary By:
NQF COMPANIES:
CLINTON NQF, LLC TMI NQF, LLC By:
By:
Name: Kevin D. Stepan
Title:
Assistant Secretary Name: Kevin D. Stepan
Title:
Assistant Secretary OYSTER CREEK NQF, LLC By:
Name: Kevin D. Stepan
Title:
Assistant Secretary
- 6.
Each of the parties hereby represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment on its behalf has the requisite authority to bind it to this Amendment.
- 7.
This Amendment may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Counterparts of this Amendment (or applicable signature pages hereof) that are manually signed and delivered by facsimile or email transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have hereunto set their hands as of the day and year fIrst above written.
EXELON GENERATION COMPANY, LLC By: KU:l,~
Name: Kevin D. Stepan
Title:
Assistant Secretary NQF COMPANIES:
CLINTON NQF, LLC By: 'CrD~
Name: Kevin D.~\\
Title:
Assistant Secretary OYSTER CREEK NQF, LLC t, /
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BY: __
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Name: Kevin D. Stepan
Title:
Assistant Secretary SUCCESSOR TRUSTEE:
THE NORTHERN TRUST COMPANY BY.£.~
'N:: ~1~iJ()
TItle: SPllloA VI' ¥ frd); ~ f TMlNQF.LL~ ~1 By: \\CD
~
Nam~: Kevin D¥eJ)al1
Title:
Assistant Secretary