March 31, 1999
Mr. Charles Bayless
Chairman
Illinois Power Company
500 South 27th Street
Decatur, Illinois 62521
Re: Interim Agreement Relative to the Clinton Nuclear Power Station
Dear Mr. Bayless:
Reference is hereby made to that certain Agreement between Illinois
Power Company ("IP") and PECO Energy Company ("PECO") dated as of January 15,
1998, as amended by that certain Incentive Compensation Agreement to Amend the
Management Services Agreement dated as of May 19, 1998 (collectively, the
"Management Agreement"), whereby PECO has been providing management services to
IP in connection with the restart of IP's 930 MWE Clinton Nuclear Power Station
("Clinton"). PECO and IP have been in discussions concerning the possibility of
a sale or abandonment (hereinafter, "sale") by IP of Clinton to PECO or AmerGen
Energy Company ("Buyer"), a nuclear operating company owned by PECO and British
Energy. The parties intend promptly to negotiate a Definitive Agreement which
will contain the definitive terms and conditions relative to the sale of Clinton
and additionally to negotiate certain Ancillary Agreements, including a Power
Purchase Agreement ("PPA") and Interconnection Agreement, which will be entered
into in connection with the sale. The purpose of this Interim Agreement is to
(i) set forth certain rights, obligations and agreements of the parties during
the term of this Interim Agreement, (ii) provide for certain amendments to the
Management Agreement which are set forth in an Amendment No. 2 effective April
1, 1999, to be executed by IP and PECO in the form attached hereto as Exhibit A,
(iii) provide for the execution by IP. PECO and the designated Chief Nuclear
Officer of Clinton of a Leased Employee Agreement of even date in the form
attached hereto as Exhibit B, (iv) provide for the modification by the parties
of the Confidentiality Agreement dated March 12, 1999 attached hereto as Exhibit
C, to provide for an extension of the Exclusivity Period as described in
Paragraph 4 hereof, and (v) to establish certain business points which will
guide the parties in their negotiation of the Definitive Agreement.
1. Negotiation of Definitive Agreement and Ancillary Agreements
This Interim Agreement shall become effective on the date (the
"Effective Date") that this Interim Agreement is ratified and approved by the
Board of Directors of IP. Following the Effective Date and during the
Exclusivity Period, IP and the Buyer shall use their respective best efforts to
negotiate the Definitive Agreement and all Ancillary Agreements necessary or
desirable to complete and provide for the sale of Clinton by IP to Buyer. Buyer
is completing due diligence of Clinton, and IP is making available to Buyer such
information, including confidential information, as Buyer has to date reasonably
requested. The parties will endeavor to complete the negotiation of the
Definitive Agreement and Ancillary Agreements during the Exclusivity Period but
the parties will have no obligations to each other except as specifically
provided for in this Interim Agreement, the Confidentiality Agreement, the
Management Agreement as amended by Amendment No. 2 thereto and the Leased
Employee Agreement, and as may hereinafter be provided by the Definitive
Agreement and the Ancillary Agreements. Without in any way binding the parties
hereto (the parties being bound with respect to these matters only to the extent
and as provided for in the Definitive Agreement as may hereafter be executed by
the parties), it is intended that the Definitive Agreement and the Ancillary
Agreements thereto will reflect the following business points between the
parties as such business points may be amplified or supplemented through
negotiation of the parties and set forth in the Definitive Agreement and
Ancillary Agreements:
(a) Purchase Price
At the closing of the sale of Clinton under the Definitive Agreement
(the "Closing"), which Closing shall be within ten (10) days after satisfaction
or waiver of all conditions precedent to the Closing, Buyer will pay IP
$20,000,000 for all of IP's right, title and interest in and to Clinton
including all IP equipment, spare parts, fixtures, inventory, nuclear fuel and
other property of any kind necessary for the operation and maintenance of
Clinton. IP has indicated that it desires to exclude from the sale certain lands
and facilities which are not necessary for the safe, efficient and economic
operation of Clinton. The Definitive Agreement shall identify the particular
portions of the Clinton site and facilities which IP and Buyer agree will be
excluded from the sale, subject to appropriate conditions to meet regulatory
requirements. Buyer shall have the right to contract for any necessary
transmission service under IP's Open Access Transmission Tariff and for back-up
power to the site consistent with NRC requirements and current arrangements.
(b) PPA
Ancillary to the Definitive Agreement will be a PPA providing for
IP's purchase of energy from Clinton for the period from Closing through
December 31, 2004. In addition to such other terms, conditions and
amplifications the parties may negotiate, the PPA will reflect the following
basic understandings:
IP will purchase and the Buyer will deliver to IP on an as-available
(or Unit output) hourly basis the following percentages of the actual net
electric output of Clinton:
Year 1999 2000 2001 2002 2003 2004
% output 80 xx xx xx xx xx
IP will pay for such output (with pricing reflecting all charges,
including energy and capacity) at the following general price levels, provided,
however, that such prices will be modified by mutual agreement to reflect
seasonality (canted to strongly incentivize the Buyer to maximize output at
Clinton during the summer months) and "on" and "off" peak periods on an hourly
basis:
Year 1999 2000 2001 2002 2003 2004
Price per MWH $xx $xx $xx $xx $xx $xx
(c) Decommissioning Liability
At the Closing, IP will make or cause to be made such additional cash
deposits as are necessary to the Clinton Qualified and Nonqualified
Decommissioning Trusts (together with any other trusts into which the current
trusts may be liquidated or the current trust funds may be transferred, the
"Decommissioning Trusts") in order to ensure that the liquidated value of the
aggregate trust corpus of the Decommissioning Trusts is not less than
$95,000,000. On each of the next six (6) anniversary dates of the Closing, IP
wil deposit or cause to be deposited an additional $30,000,000 in such
Decommissioning Trusts subject to the NRC approval of such funding as an
acceptable method of demonstrating reasonable assurance of such funding in
accordance with 10 CFR ss.50.75 (e)(v) and IP providing such additional
assurance of payment as may be mutually agreed to by IP and Buyer. IP and the
Buyer shall cooperate in obtaining federal and state approvals to permit these
additional contributions to be made to the Qualified Trust contained in the
Decommissioning Trusts to the maximum extent practicable. The parties intend
that to the extent practicable the Buyer will take control of the
decommissioning funds, but in any event the parties agree that neither IP nor
any of its affiliates will have any liability following the Closing with respect
to the decommissioning of Clinton except to the extent of the aforementioned
funding of the Decommissioning Trusts at the time of the Closing and IP's
liability to make the six (6) anniversary payments following the Closing. Except
as set forth in the immediately preceding sentence, at Closing Buyer will assume
and be responsible for all other liability with respect to the decommissioning
of Clinton. It will be a condition to the Closing that either through the
receipt of favorable rulings from the Internal Revenue Service, changes in
existing tax law and/or the regulations thereunder or other circumstances, the
Buyer is satisfied that the transfer of the assets represented by the
Decommissioning Trusts on a tax-free or tax-efficient basis can be accomplished
and that the maintenance of the Qualified and Nonqualified Decommissioning Trust
funds post-Closing can be accomplished without negative tax implications for the
assets of the Decommissioning Trusts or the Buyer. Similarly, it will be a
condition to Closing that IP must be satisfied that any chosen structure will
neither result in adverse tax consequences to IP (such as, but not limited to,
inability to deduct its payments into the Decommissioning Trusts, increased
amounts realized on the sale or other income recognition which are not offset by
deductions or losses, its inability to collect its decommissioning tariff from
the Illinois taxpayers on a tax effective basis, or a recapture of the Qualified
or Nonqualified Decommissioning Trusts) nor jeopardize IP's legal entitlement to
continue to collect such decommissioning tariff in no less than the aggregate
amounts now envisioned under such tariff.
(d) Spent Fuel Fees
IP will continue to pay or cause to be paid all spent fuel disposal
fees now in effect or subsequently imposed for nuclear fuel burned at Clinton
prior to Closing. On and after the Closing, Buyer will assume the liability for
payment of all spent fuel disposal fees for fuel burned on or subsequent to
Closing. Fuel burned shall be determined by electricity generated in accordance
with Department of Energy Regulations.
(e) Decommissioning and Decontamination Fee
IP will continue to pay or cause to be paid to the Department of
Energy the annual decontamination and decommissioning fees associated with
Clinton fuel enriched and burned prior to the Closing.
(f) Insurance
IP will maintain in effect until the Closing substantially the same
level of property damage and liability insurance for Clinton as is currently in
effect. As of the date of Closing, IP shall retain all rights to (i) its member
insurance accounts in Nuclear Electric Insurance Limited ("NEIL"), and (ii) its
future nuclear insurance distributions and credits from both NEIL and American
Nuclear Insurers ("ANI") including, but not limited to, shutdown credits earned
by IP through the date of Closing. Alternatively, upon mutual agreement of the
parties, IP shall transfer its rights referenced in clauses (i) and (ii) of the
immediately preceding sentence to Buyer at the Closing, subject to the approval
of NEIL and/or ANI, if required, in return for a lump sum payment from Buyer to
IP in an amount to be mutually agreed upon by the parties.
(g) Employees
As of the Closing, Buyer will employ consistent with its business
needs the IP employees then working at Clinton and those fully dedicated to
Clinton who are on Clinton's budget and payroll and Buyer will be given the
opportunity, subject to agreement by IP and Buyer as to the particular
individuals involved, to offer positions to IP headquarters staff whose job
responsibility is to provide support for Clinton. Buyer will recognize the
unions which currently represent employees at Clinton and will adopt pension and
other employee benefit plans and arrangements for Clinton employees which will
provide substantially similar benefits to such employees retained by Buyer as
such employees would receive under IP's plans and programs in effect as of the
date of Closing. IP and Buyer shall agree in the Definitive Agreement to develop
a transition plan in accordance with Sections 16-128 of the Illinois Public
Utilities Act to be offered to employees of Clinton prior to and following
Closing. IP will be responsible for implementing and funding the transition plan
for employees at Clinton who are not transferred to (employed by) Buyer and for
applicable severance obligations owing to any transferred employees lawfully
terminated (except for cause) by Buyer during the twenty-four (24) month period
following Closing. Following its employment of the employees referenced above,
the Buyer will comply with the provisions of Section 16-128 of the Illinois
Public Utilities Act. As soon as practicable following the Closing, IP will
transfer or cause to be transferred to defined contribution plans established
and/or already maintained by the Buyer an amount equal to the assets (including,
but not limited to, promissory notes evidencing loans from IP's corresponding
defined contribution plans to transferred employees that are outstanding as of
the transfer date) representing the account balances of all transferred
employees. This transfer will be done in the most practical and effective method
in order to ensure compliance with the Internal Revenue Code and the Employee
Retirement Income Security Act. As soon as practicable after the Closing, Seller
shall cause to be transferred from Seller's pension and welfare benefit plans to
Buyer or its affiliates an amount (the "Benefit Assets Transfer Amount") equal
to the total of (i) an amount to be mutually agreed upon by the parties based
upon the projected costs to cover pension benefit obligations owing to Seller's
transferred employees, (ii) an amount to be mutually agreed upon by the parties
equal to the value of retiree medical and life insurance benefits for each
transferred employee accrued through the date immediately preceding Closing,
less (iii) any payment made to or in respect of any transferred employee who
retires or otherwise terminates employment with Buyer after Closing and before
the date of the transfer of such assets. With respect to the preceding sentence,
a dollar for dollar adjustment to the purchase price shall be made in the event
that compliance with applicable law results in the actual assets transferred to
Buyer being different than the assets that would have been transferred if the
asset calculation were undertaken using mutually approved long-term actuarial
assumptions, including, but not limited to, long-term trust earnings.
(h) Approvals
The Definitive Agreement will contain provisions which make the
Closing subject, among other things, to receipt of all necessary federal, state
and local regulatory approvals as well as the expiration of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act. These approvals
must contain no terms or conditions which would cause a material adverse effect
on the value of Clinton or on the cost of the transaction to IP and shall be
otherwise reasonably satisfactory to the parties. The parties will cooperate
with each other and use their respective best efforts to obtain the necessary
regulatory approvals as promptly as practicable following the execution of the
Definitive Agreement.
(i) Closing Conditions
The Definitive Agreement shall contain provisions which condition each
party's obligation to proceed with the Closing on all Closing conditions having
been satisfied or waived by the appropriate party within eighteen (18) months of
the execution of the Definitive Agreement. A further condition to Closing will
be the requirement that Clinton has at any instant in time subsequent to March
15, 1999 and on or before December 31, 1999 actually generated electric energy
and been synchronized to the grid. In addition to such Closing conditions
described herein, the Definitive Agreement will contain such further Closing
conditions as are negotiated by the parties.
(j) Environmental Matters
To the extent that IP has not already conducted or had conducted a
Phase I environmental site assessment reasonably satisfactory to Buyer of the
Clinton land and facilities to be transferred, Buyer may, at its expense, have a
Phase I and/or Phase II environmental site assessment conducted by environmental
consultants mutually agreeable to IP and Buyer to identify any recognized
environmental condition for which a release notification would be required to be
made to any state or federal agency having jurisdiction or which would pose an
imminent or substantial endangerment to human health or the environment under
applicable environmental laws. IP and Buyer shall mutually agree on (i) whether
any remediation is necessary with respect to any such recognized environmental
conditions, (ii) what type of remediation should be performed, if any, and (iii)
who will conduct such remediation. IP shall cause any mutually agreed upon
remediation to be performed prior to Closing, or IP shall pay to Buyer the
estimated cost for any uncompleted mutually agreed upon remediation or make
appropriate arrangements to indemnify Buyer therefor. From and after the
Closing, Buyer shall assume, and shall indemnify IP with respect to, all
environmental liabilities and obligations at the site; provided however, that IP
shall indemnify Buyer for environmental liabilities arising from waste disposal
or treatment of waste at the site or other waste disposal activities of IP which
occurred off-site prior to Closing.
(k) Property Tax
The Definitive Agreement will provide for (i) the allocation of
property taxes on the basis of the percent of the tax year that Clinton is owned
by IP and the Buyer, and (ii) the allocation of transfer taxes on a 50-50 basis
between IP and Buyer.
2. Publicity
The parties must mutually agree on any news release, press statement or
other public announcement relating to this Interim Agreement or the proposed
sale of Clinton to the Buyer, which agreement in either case shall not be
unreasonably withheld or delayed, except either party may disclose the
transaction to the extent it is advised by counsel that such disclosure is
required under applicable regulatory provisions, securities laws or the rules of
the New York Stock Exchange. Notwithstanding the foregoing, no party will
disclose the existence of this Agreement prior to the Effective Date, except as
otherwise provided in Paragraph 6 herein.
3. Transaction Costs
Each party shall bear its own costs related to this Agreement and the
agreements exhibited herein, the Definitive Agreement and the Ancillary
Agreements, to the provision, receipt and examination of due diligence
materials, and to any other transaction costs, including the cost of legal,
technical and financial consultants and the cost of any necessary or appropriate
regulatory filings and/or prosecuting applications for required regulatory
approvals, except as may otherwise be provided in the Definitive Agreement.
4. Exclusivity
Buyer shall have the exclusive right to negotiate with IP for the sale
of Clinton during the Exclusivity Period to the extent and in the manner
provided for in paragraph 10 of the Confidentiality Agreement; provided,
however, that the Exclusivity Period shall continue in effect from the execution
of this Agreement until the execution of a Definitive Agreement or 5:00 p.m.
Decatur, Illinois time June 15, 1999, whichever first occurs.
5. Other Agreements
Concurrently with the execution of this Interim Agreement, the
appropriate parties will execute and deliver to each other Amendment No. 2 to
the Management Agreement and the Leased Employee Agreement (together with the
Confidentiality Agreement, as modified hereby, the "Other Agreements").
6. Regulatory Filings: Cooperation
At the time of the execution of this Interim Agreement, the parties
hereto will confer as to whether this Interim Agreement, any of the Other
Agreements or the transactions to be implemented under any of them require or
make advisable (i) the filing of any documents, notices, requests or
applications for approval with any state, local or federal government or
regulatory agency, and/or (ii) the appearance before or personal contact with
the appropriate personnel at any such governmental body or agency. To the extent
that any of the foregoing is determined by the parties to be necessary or
advisable, the parties will cooperate with one another and use their respective
best efforts to initiate and complete such necessary or appropriate action in
the most effective and prompt fashion practicable.
7. Term
If the Definitive Agreement is executed by the parties prior to June
15, 1999, this Interim Agreement will terminate upon the earlier to occur of the
date of the Closing or the effective date of the termination of the Definitive
Agreement, unless the Definitive Agreement otherwise provides. Otherwise, this
Interim Agreement will terminate at midnight on December 31, 1999.
8. Governing Law
This Interim Agreement shall be governed by, and construed, interpreted
and enforced in accordance with, the laws of the State of Illinois without
regard to the conflict of law provisions thereof.
9. No Waiver: Amendment
No failure or delay by any of the parties in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder. This
Interim Agreement shall not be modified, supplemented or amended except by a
writing signed by all parties hereto.
Sincerely,
PECO Energy Company
By:_________________________
Paul E. Haviland
Vice President
AmerGen Energy Compay
By:_________________________
Name:____________________
Title:___________________
Agreed to and accepted:
ILLINOIS POWER COMPANY
By: /s/David W. Butts
--------------------------
Name: David W. Butts
Title: Sr. Vice President
Exhibit A
AMENDMENT NO. 2
THIS AMENDMENT AGREMENT (the "Amendment") is made and entered into this
31st day of March, 1999, to be effective as of the "Effective Date" (as
hereinafter defined), by and between PECO ENERGY COMPANY, a Pennsylvania
corporation ("PECO"), and ILLINOIS POWER COMPANY, an Illinois corporation
("IP").
WHEREAS, PECO and IP entered into that certain Agreement dated as of
January 15, 1998, as amended by that certain Incentive Compensation Agreement to
Amend the Management Services Agreement dated as of May 19, 1998 (the "Incentive
Compensation Amendment"), the terms of which are incorporated by reference
herein (such Agreement as so amended being hereinafter referred to as the
"Management Agreement");
WHEREAS, the Management Agreement provides for the provision of certain
management services by PECO to IP in support of outage recovery efforts and
operation of IP's Clinton Power Station ("CPS");
WHEREAS, IP, PECO and AmerGen Energy Company ("AmerGen") have entered
into an Interim Agreement of even date herewith (the "Interim Agreement") (which
Interim Agreement shall become effective on the date that it is ratified and
approved by the Board of Directors of IP (the "Effective Date")), in
anticipation among other things of (i) PECO's or AmerGen's purchase of CPS
(pursuant to the terms and conditions of a to-be-negotiated and executed
definitive asset purchase agreement (the "Definitive Agreement")) and (ii) a
revised fee arrangement under the Management Agreement and the assumption of
certain O&M and capital costs relative to CPS by PECO; and
WHEREAS, the parties hereto desire to amend the Management Agreement,
effective as of the Effective Date, in the manner set forth herein to provide,
among other things, for changes in the compensation for PECO's management of CPS
during the period that the Interim Agreement is in effect, or as otherwise
provided for in the Definitive Agreement;
NOW, THEREFORE, FOR AND IN CONSIDERATION OF the mutual promises and
covenants hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The Management Agreement is hereby amended by deleting the seventh sentence
of Article 3.1.1 in its entirety and inserting in lieu thereof the following
sentence:
The Parties recognize and agree that notwithstanding any duties the CNO
will have by virtue of his position in IP, the CNO may share
information regarding Clinton Power Station with PECO management,
including information regarding plant status, plant condition, budgets,
future needs for repairs, replacements, modifications and costs, plant
staff performance, labor relations, regulatory issues, and local
conditions and issues; provided, however, that in no event may the CNO
disclose information to PECO management (i) which is privileged to IP
(including but not limited to the attorney client communication
privilege and work product doctrine), or (ii) the disclosure of which
would constitute a breach of a confidentiality or nondisclosure
agreement to which IP is bound with another party or a violation of
law; provided further that any information shared by CNO with PECO
management shall be subject to the non-disclosure provisions of Article
15 of this Agreement and to the terms of the Confidentiality Agreement
among IP, PECO and AmerGen Energy Company dated March 12, 1999, as
amended from time to time, which is incorporated by reference herein.
2. The Management Agreement is hereby amended by deleting Articles 5.1, 5.2,
5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, Attachments A and B, and
Article 3 of the Incentive Compensation Amendment in their entirety and
inserting in lieu thereof the following Articles 5.1, 5.2, 5.3, 5.4, 5.5, 5.6,
5.7, 5.8, 5.9, 5.10 and 5.11 which read in their entirety as follows:
5.1 Direct Operating and Maintenance and Capital Costs Reimbursement
Commencing as of April 1, 1999, PECO shall be responsible for the
payment of all direct operating and maintenance ("O&M") costs and
direct capital costs incurred by IP and allocable to the operation of
CPS. The specific categories of such O&M and capital costs for which
PECO shall be responsible are set forth on Attachments A.1, A.2 and
A.3, respectively, which Attachments are incorporated herein by
reference. The Parties will confer with each other to ensure that the
categories of costs set forth on Attachments A.1, A.2 and A.3
constitute reimbursable direct O&M and capital costs of IP allocable to
the operation of CPS. Notwithstanding the foregoing prior to the
scheduled November, 1999 purchase of fuel, IP will confer with PECO as
to the timing of such purchase and the treatment of such purchase if
the Closing under the Definitive Agreement does not occur. IP shall
remain responsible for all other costs attributable to the operation of
CPS, including, for example: pension, benefits and payroll tax
payments; real property taxes; DOE spent fuel fees; DOE decommissioning
and decontamination fees, if any; and contributions to the CPS
decommissioning trust funds.
IP shall submit to PECO invoices for each calendar month detailing all
O&M and capital costs incurred or accrued by IP with respect to such
month and reimbursable or payable, as the case may be, by PECO
hereunder. Within fifteen (15) days of receipt of such invoice, PECO
shall by wire transfer pay the invoiced amount, subject to PECO's right
to dispute the invoice pursuant to Article 5.7. Other than as expressly
provided in such Article 5.7, such payments are non-refundable.
Invoices to PECO will be submitted to:
Charles P. Lewis
PECO Nuclear
965 Chesterbrook Boulevard
Wayne, Pennsylvania 19087
Fax No.:
and may, at IP's election, be submitted by first class or priority mail,
courier, fax or hand delivery.
5.2 PECO Management Fee
Commencing as of April 1, 1999, in consideration for all services,
payments and reimbursements provided by PECO under this Agreement,
including without limitation the On-Site Management Services and
Additional Services, and in lieu of any and all other fees and
incentive payments accrued as of, or otherwise payable after, April 1,
1999, IP shall, in addition to the provision of electric energy as
provided in Article 5.3, pay as provided in the next paragraph to PECO
a management fee ("Management Fee") of $xx.xx for each megawatt-hour
("Fee Hour") of electric energy contained during the period commencing
April 1, 1999 and ending December 31, 1999 in the Net Electric Output
of CPS after subtracting therefrom the Electric Output Entitlement, as
such terms are defined in Article 5.3. For months commencing after
December 31, 1999, the Management Fee shall be calculated consistent
with the pricing provided for in the Power Purchase Agreement to be
negotiated in connection with (and attached as an Exhibit to) the
Definitive Agreement.
Commencing with the month immediately following the first calendar
month after March 1999 that CPS generates Net Electric Output which is
measurable, IP will by the last day of each month provide to PECO a
statement setting forth the Net Electric Output of CPS for the
preceding month along with a calculation of the Management Fee based
thereon and shall concurrently make payment of such indicated fee to
PECO by wire transfer. PECO shall be entitled to dispute such statement
in accordance Article 5.7 hereof.
5.3 PECO Entitlement to Electric Output
As additional consideration for On-Site Management Services and
Additional Services provided by PECO, IP shall be obligated to deliver
to PECO 20% of the Net Electric Output of the CPS (the "Electric Output
Entitlement"), if any, generated after March 31, 1999 during term of
this Agreement. For purposes of determining the amount of the Electric
Output Entitlement to be delivered to PECO pursuant to this Article
5.3, the Net Electric Output of CPS shall be defined as follows:
[Within fifteen (15) business days following the execution of
this Amendment, the Parties shall negotiate a supplement to
this Amendment pursuant to which the Parties shall agree on
procedures for calculating the Net Electric Output of CPS
prior to and following installation of the revenue-grade
metering discussed in the following paragraph, as well as the
metering points necessary to calculate the Net Electric Output
and Station Service Energy.]
The Parties recognize and agree that the current metering equipment and
system at the CPS (the "Metering System") is not optimal and
modifications to improve the Metering System are needed. The Parties
shall mutually agree upon the modifications and upgrades required to
convert the Metering System to the level of revenue-grade metering as
well as how the costs of such modifications and upgrades shall be
allocated between the Parties.
PECO shall be notified of and shall have the right to have a
representative present at any test, inspection, adjustment,
maintenance, installation or replacement of any part of the Metering
System performed by IP or its agents. IP will test the Metering System
for accuracy at least once each year. In addition, IP will also conduct
a test, at any time within thirty (30) business days after a request by
PECO, if PECO reasonably believes that the Metering System is
inaccurate by more than two percent (2%). PECO may have a
representative present during all testing. The costs of such tests
requested by PECO shall be borne one-half by PECO an one-half by IP;
provided, however, that if a test requested by PECO indicates that the
Metering System is accurate to within two percent (2%), PECO shall bear
the full costs of such test.
IP shall be responsible for delivery of the Electric Output Entitlement
to the Delivery Point and shall have no obligation, responsibility or
liability for making arrangements for or the costs for the transmission
of the Electric Output Entitlement beyond the Delivery Point, including
but not limited to, transmission and ancillary service costs and
congestion costs. IP shall provide for transmission service in
accordance with IP's Open Access Transmission Tariff on file with the
FERC.
The Electric Output Entitlement shall be unit specific from the CPS
and, except as expressly set forth above, IP shall have no minimum or
maximum delivery obligations over any time period. If CPS is
unavailable in whole or in part, IP shall have no obligation to supply
back-up energy to PECO.
The transaction contemplated by IP and PECO in this Section 5.3 is a
wholesale power sale for resale pursuant to IP's Power Sales Tariff
(the "PS Tariff") on file with the Federal Energy Regulatory
Commission. IP and PECO have previously executed a "Form of Agreement
for Electric Service" pursuant to the PS Tariff, dated as of October 3,
1996. IP and PECO desire for this transaction to occur pursuant to this
Form of Agreement for Electric Service.
Other than as provided for in this Article 5.3 and in Article 5.2, PECO
shall not be entitled to receive from IP any other compensation or
payment for, or in respect of, any services or performance rendered
under this Agreement.
5.4 Billing Estimates and Adjustments
If either Party renders an invoice or statement on an estimated basis,
any adjustment to such invoice or statement shall be made in the
subsequent month's invoice or statement, as appropriate. Each invoice
or statement shall be subject to adjustment for errors in arithmetic,
computation, meter readings, or other errors, until twelve months after
the date each respective invoice or statement was rendered.
5.5 Record Retention and Audit Rights
IP and PECO shall both keep complete and accurate records and all other
data required by either of them for the purpose of proper
administration of the Agreement, including such records as may be
required by state or federal regulatory authorities. All such records
shall be maintained for a minimum of five (5) years after the creation
of the record or data and for any additional length of time required by
state or federal regulatory agencies with jurisdiction over IP and
PECO. IP and PECO, on a confidential basis as provided for in Article
15 of this Agreement, will provide reasonable access to the relevant
and appropriate financial and operating records and data kept by the
other relating to this Agreement necessary for such Party to comply
with its obligations to federal and/or state regulatory authorities,
through the use of a mutually agreed upon third party auditor. The
Party seeking access to such records in this manner shall pay 100% of
the fees and expenses associated with use of the third party auditor.
5.6 Late Payment
If either IP or PECO fails to pay any amount due under this Agreement
in full, when due, then such Party shall be required to pay interest on
the unpaid or late amount, which shall accrue from the date payment was
due through the date payment is made at a daily rate equal to the lower
of (a) the highest daily prime interest rate published in the Wall
Street Journal on the date of, or the next business day following, the
invoice due date, or (b) the highest daily rate allowed under
applicable law. Any over-payments or under-payments shall bear interest
as provided above and shall be assessed from the time of the over or
under payment to the date of the refund or payment thereof.
5.7 Disputed Invoices or Statements
Management Fees and O&M/capital costs payable hereunder shall not be
subject abatement or setoff and shall be paid in full when due. If
either Party disputes an invoice or statement or any part thereof, it
nevertheless shall make the payment due in full but may dispute the
invoice or statement in the manner prescribed in Article 12, but only
if Notice of such dispute is provided to the other Party within one
year of the date of the invoice or statement.
5.8 Proration
If this Agreement is terminated effective on a day other than the last
day of a calendar month, the Management Fee, O&M costs and capital
costs due for that month hereunder shall be prorated based on the ratio
of the number of days of such month that this Agreement is in effect to
the total number of days in such month.
5.9 Payment by Wire
Unless otherwise specified in writing by the receiving Party, all
payments made under this Agreement shall be by wire transfer of
immediately available funds to a bank account specified in writing by
PECO or IP, respectively, and in accordance with the instructions
provided by each Party.
5.10 Taxes
Any and all taxes, fees and assessments based on the payment or receipt
of Management Fees or the Electric Output Entitlement, whether paid in
cash or power, shall be borne by PECO. PECO, at its own expense, will
file any documentation required by governmental authorities with
respect to such payment or receipt of Management Fees or the Electric
Output Entitlement.
5.11 Separation Costs
Except as may be otherwise provided in the Definitive Agreement,
separation agreements with any IP employee, or any PECO employee
providing services pursuant to this Agreement, who is outplaced during
the term of this Agreement shall be the sole financial responsibility
of the employing Party, either IP or PECO, as the case may be, or as
specified in any Leased Employee Agreement among the Parties and any
employee.
3. The Management Agreement is hereby amended by deleting Article 7.2 in its
entirety and inserting in lieu thereof the following Article 7.2, which reads in
its entirety as follows:
7.2 Limit on PECO Liability
PECO's aggregate liability to IP, exclusive of indemnification
obligations, arising out of this Agreement or the performance thereof
in any calendar year, whether arising in contract, tort or otherwise
(including strict liability), shall not exceed the greater of (a)
$20,000,000.00, or (b) the aggregate fees paid to PECO by IP under this
Agreement for all periods prior to April 1, 1999 plus the product of
$10.00 multiplied by the aggregate number of Fee Hours against which IP
has paid Management Fees to PECO.
4. The Management Agreement is hereby amended by deleting Article 11.1 in its
entirety and inserting in lieu thereof the following Article 11.1, which reads
in its entirety as follows:
11.1 Termination Without Cause
This Agreement shall terminate on the date of the Closing
pursuant to the Definitive Agreement contemplated by the Parties for
the sale of CPS to PECO. In the event of the termination of the Interim
Agreement without the Parties having entered into and executed a
Definitive Agreement, this Agreement will terminate on December 31,
1999. In the event that a Definitive Agreement is entered into and
executed by the Parties, but is terminated without a Closing for the
sale of CPS, then this Agreement will terminate on the later to occur
of (i) December 31, 1999, or (ii) the effective date of termination of
the Definitive Agreement. At any time after termination of the
Exclusivity Period as described in the Interim Agreement and unless
otherwise provided in the Definitive Agreement, if any, IP may
terminate this Agreement by providing 180 days written Notice of
termination to PECO, such termination to be effective as of the date of
the Notice or, upon mutual agreement of the Parties, as of any other
date. Except as provided in Article 20.10, termination in accordance
with this Article 11.1 shall discharge both Parties from all
obligations and duties under this Agreement that have not become
payable as of the effective date of termination. Upon the provision of
a Notice of termination pursuant to this Article 11.1, or beginning
September 1, 1999, in the event that a Definitive Agreement has not
been executed, the Parties shall work in good faith to provide for the
expeditious replacement of PECO personnel and transition of
responsibility and work in progress in a safe and orderly manner, with
the actual length of transition to be established by IP. The Term of
this Agreement shall extend until the effective time of any termination
thereof pursuant to this Article 11.
5. The Management Agreement is amended by deleting Article 18 in its entirety.
6. The Management Agreement is hereby amended by deleting Article 20.15 in its
entirety and inserting in lieu thereof the following Article 20.15, which reads
in its entirety as follows:
20.15 Employee Status
Except as otherwise provided in the Definitive Agreement, during the
term of this Agreement and for a period of eighteen months thereafter,
PECO shall not, directly or indirectly, initiate offers of employment
or hire any IP employees, without IP's prior written consent. During
the term of this Agreement and for a period of eighteen months
thereafter, IP shall not, directly or indirectly, initiate offers of
employment or hire any personnel employed by PECO who has provided
On-Site Management Services or Additional Services, without PECO's
prior written consent.
7. Except as provided in paragraphs 1, 2, 3, 4, 5 and 6 above, the Management
Agreement shall remain in full force and effect.
8. Miscellaneous
(a) This Amendment Agreement and the Management Agreement as amended hereby
constitutes the complete understanding of the Parties with respect to the
subject matter set forth herein, and shall supersede any prior understanding or
agreement to the contrary, written or oral, and may not be amended, altered or
discharged unless in a writing signed by the Parties hereto.
(b) This Amendment shall be governed by and construed in accordance with
the laws and decisions of the State of Illinois.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers.
ILLINOIS POWER COMPANY
"IP"
By:/s/David W. Butts
Witness:
/s/Kay M. Trummel
PECO ENERGY COMPANY
"PECO"
By:_________________________
Witness:
- ---------------------
Exhibit B
LEASED EMPLOYEE AGREEMENT
THIS LEASED EMPLOYEE AGREEMENT (the "Agreement") is made and entered
into this 31st day of March, 1999, by and among PECO ENERGY COMPANY, a
Pennsylvania corporation ("PECO"), ILLINOIS POWER COMPANY, an Illinois
corporation ("IP"), and John P. McElwain ("Employee").
WHEREAS, PECO and IP have entered into that certain Agreement effective
as of January 15, 1998, as the same has been amended by that certain Inventive
Compensation Agreement to Amend the Management Services Agreement dated as of
May 19, 1998, and Amendment No. 2, dated of even date herewith (collectively,
the "Management Agreement"), the terms of which are incorporated by reference
herein;
WHEREAS, the Management Agreement provides for the provision of certain
management services by PECO to IP in support of outage recovery efforts and
future operations of IP's Clinton Power Station ("CPS");
WHEREAS, PECO employs Employee who has the experience and skills
necessary to perform such management services;
WHEREAS, PECO has selected Employee to serve as the full time Chief
Nuclear Officer ("CNO") of CPS;
WHEREAS, in reliance upon PECO's representations regarding Employee's
experience and skills, IP has approved PECO's selection of Employee as CNO of
CPS; and
WHEREAS, the parties hereto desire to permit IP to lease the services
of Employee from PECO subject to the conditions set forth herein;
NOW, THEREFORE, FOR AND IN CONSIDERATION OF the mutual promises and
covenants hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Furnishing of Employee. PECO agrees to furnish, for the time
specified in Section 2 hereof, Employee to provide full time services under the
Management Agreement (the "Work").
2. Term. This Agreement and PECO's provision of Employee shall continue
for the term of the Management Agreement or until the earlier termination of
this Agreement by written notice of either IP, PECO or Employee, at the will of
the terminating party, subject, however, to the terms and conditions of Section
3.1 and Article 11 of the Management Agreement.
3. Status of Employee. Employee shall serve as the CNO of IP and in
such capacity shall be an officer of IP subject to the direction of the IP Chief
Executive Officer ("CEO") or other officer as designated by the CEO and subject
to IP's standard rules of conduct (a copy of which is attached to the Management
Agreement as Attachment "C"). For operational and functional purposes related to
the operation of the CPS, Employee shall be treated as an employee of IP and
shall be entitled to those rights of indemnification and other protection from
claims brought by third parties as afforded by IP to its officers and employees.
Except as expressly provided by the foregoing, neither PECO nor any of its
employees or agents, including Employee, shall maintain, hold out, represent,
state or imply to any other individual or entity that an employer/employee
relationship exists between IP and PECO or between IP and Employee.
Notwithstanding the foregoing, PECO, IP and Employee hereby
acknowledge and agree that Employee shall remain an employee of PECO, and except
for actions taken in his position and under his authority as CNO, IP shall have
no liability of any kind or nature whatsoever to Employee, PECO, or any other
individual or entity, as a result of the actions of Employee as a consequence of
Employee's status as a leased employee. PECO and Employee recognize, covenant
and agree that neither PECO nor Employee shall be entitled to any compensation
or other benefits given to any employees of IP, including (without limitation)
pension, welfare benefits, incentive bonuses, compensation insurance and
unemployment insurance.
4. Duties of Employee. As an officer of IP, Employee agrees to devote
his time, attention and energies in the performance of the duties designated by
IP, that with respect to such duties Employee shall be under the sole
supervision, direction and control of IP, and that Employee is subject to those
duties of loyalty and honesty to IP as an officer as established by Illinois
law. As an officer of IP, Employee shall report to, and be subject to the
supervision of, the CEO of IP or such other officer of IP as may from time to
time be designated by the CEO.
Notwithstanding the foregoing, IP, PECO and Employee recognize and
agree that Employee may share information regarding CPS with PECO management,
including information regarding plant status, plant condition, budgets , future
needs for repairs, replacements, modifications and costs, plant staff
performance, labor relations, regulatory issues, and local conditions and
issues, provided, however, that in no event may Employee disclose information to
PECO management (i) which is privileged to IP (including, but not limited to,
the attorney client communication privilege and work product doctrine), or (ii)
the disclosure of which would constitute a breach of a confidentiality or
nondisclosure agreement to which IP is bound with another party or constitute a
violation of law; provided further that any information shared by Employee with
PECO management shall be subject to the non-disclosure provisions of Paragraph 6
of this Agreement.
PECO shall not take any action either pursuant to this Agreement or
the Management Agreement that diminishes the final decision-making authority of
IP with respect to licensed activities, including, but not limited to, shut-down
and start-up, reporting, operability determinations, deferral or prioritization
of repairs, implementation of quality assurance programs, continuation of
operations or cessation of operations (either short-term or permanently), or
organizational or design changes to the CPS.
5. Responsibility for Compensation and Expenses. PECO hereby
recognizes, covenants and agrees that, as the employer of Employee and pursuant
to Section 20.4 of the Management Agreement, it shall be solely and exclusively
responsible and liable for Employee's compensation, and all expenses, costs,
liabilities, assessments, taxes, insurance and other obligations incident to the
employment of Employee in performance of the Work hereunder, including (without
limitation) all wages and salary, benefits, withholding taxes, social security
taxes, unemployment taxes and workers' compensation insurance premiums.
6. Confidentiality. As an employee of PECO and pursuant to this
Agreement, Employee shall be bound by the provisions of the Confidentiality
Agreement between IP and PECO, dated December 29, 1997, attached to the
Management Agreement, and incorporated by reference herein and by the terms of
the Confidentiality Agreement among IP, PECO and AmerGen Energy Company, dated
March 12, 1999, which is incorporated by reference herein.
7. Miscellaneous.
(a) The parties may not assign this Agreement or any of their rights,
duties or obligations hereunder without the prior written consent of the
remaining parties, and any attempted assignment without such prior written
consent shall be null and void.
(b) This Agreement constitutes the complete understanding of the
parties with respect to the subject matter set forth herein, and shall supersede
any prior understanding or agreement to the contrary, written or oral, and may
not be amended, altered or discharged unless in a writing signed by all parties
hereto.
(c) This Agreement shall be governed by and construed in accordance
with the laws and decisions of the State of Illinois.
(d) Failure by either party hereto, any time or from time to time, to
enforce and require the strict keeping and performance of any terms and
conditions of this Agreement shall not constitute a waiver of any such terms and
conditions at any future time and shall not prevent such party from insisting on
the strict keeping and performance of such terms and conditions at any time.
(e) The rights and responsibilities of the parties hereto under
Sections 4 and 6 hereof shall survive any termination or expiration of this
Agreement.
(f) The unenforceability or invalidity of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
provisions hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers.
PECO ENERGY COMPANY
"PECO"
Witness: By:_________________________
_____________________ Its:________________________
ILLINOIS POWER COMPANY
"IP"
Witness: By:/s/David W. Butts
/s/Kay M. Trummel Its: Sr. Vice President
"EMPLOYEE"
Witness: /s/John P. McElwain
John P. McElwain
/s/Dale L. Holtzscher
Exhibit C
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (the "Agreement") is made and
entered into this 12th day of March, 1999, by and among ILLINOIS POWER
COMPANY, an Illinois corporation ("Illinois Power"), AMERGEN ENERGY
COMPANY L.L.C., a Delaware limited liability company ("AmerGen"). And
PECO ENERGY COMPANY, a Pennsylvania corporation and shareholder of
AmerGen ("PECO") (PECO and AmerGen are sometimes collectively referred
to herein as the "Buyer Parties").
W I T N E S S E T H
WHEREAS, Illinois Power and the Buyer Parties are discussing
the possibility of a transaction involving the sale or abandonment of
the Clinton Nuclear Power Station (the "Clinton Plant") located in
Clinton, Illinois (the "Transaction"); and
WHEREAS, in order to permit each party to evaluate fully the
potential merits of the Transaction, each party will furnish, or cause
to be furnished, "Evaluation Material" (as defined below) to the other
parties and their Representatives (as defined below);
NOW, THEREFORE, for and in consideration of the premises, the
mutual promises, covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto (collectively, the
"Parties" and individually, a "Party") hereby agree as follows:
1. Definitions
(a) "Affiliate" shall have the meaning set forth in
Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) "Evaluation Material" shall mean all data,
information, reports, interpretations ions, forecasts and records
(whether in oral or written form, electronically stored or otherwise)
containing or otherwise reflecting information concerning the
Transaction, the Supplying Party (as defined below) or its Affiliates
or subsidiaries which is (or has been heretofore) provided by the
Supplying Party or its Representatives (as defined below) to the
Recipient (as defined below) or its Representatives pursuant to this
Agreement or any of the Other Agreements (as defined below), and all
notes, analyses, compilations, studies or other documents in tangible
form (whether in written form, electronically stored or otherwise) that
contain or otherwise reflect such information whether prepared by the
Supplying Party, the Recipient or their respective Representatives or
others. Notwithstanding the foregoing, the following will not
constitute "Evaluation Material" for purposes of this Agreement:
(i) Information that was already in the
possession of the Recipient or its Representatives
prior to the date hereof and that was not acquired or
obtained from the Supplying Party or its Affiliates
or Representatives;
(ii) Information that is obtained by the
Recipient or its Representatives from a source other
than the Supplying Party or its Affiliates or
Representatives who, insofar as is known to the
Recipient after reasonable inquiry, is not prohibited
by a contractual, legal or fiduciary obligation to
the Supplying Party from transmitting the information
to the Recipient or its Representatives; or
(iii) Information that is or becomes
generally available to the public other than as a
result of a disclosure by the Recipient or its
Representatives in violation of the provisions of
this Agreement.
Provided, however that the exceptions set forth in subsections (i)
through (iii) above shall not extend to any data, information, reports,
interpretations, forecasts or records obtained or developed by or
disclosed to the Buyer Parties, or either of them, in connection with
PECO's operation and maintenance of the Clinton Plant or its
performance under the Agreement dated as of January 15, 1998 with
Illinois Power or any other agreement between the Buyer Parties (or
either of them or any of their Affiliates) and Illinois Power (or any
of its Affiliates) (such Agreement and all such other agreements being
herein referred to as the "Other Agreements"), all of which data,
information, reports, interpretations, forecasts and records shall be
deemed Evaluation Material for purposes of this Agreement.
(c) "Representatives" of any Party shall mean the
subsidiaries and Affiliates of such Party and the respective
directors, officers, employees, representatives and agents of
such Party and such Party's subsidiaries and Affiliates.
2. Nondisclosure. Except as otherwise expressly provided in
this Agreement, without the prior written consent of the Party
delivering or providing the information or as to which the information
relates (the "Supplying Party"), Evaluation Material will be held in
confidence and not disclosed by the Party receiving or developing the
information following receipt (the "Recipient") or its Representatives
or used by the Recipient or its Representatives other than directly or
indirectly in connection with the consideration and evaluation of the
Transaction or in strict compliance with such of the Other Agreements
as may be relevant. Except as otherwise expressly provided herein, the
Recipient further agrees that it will only disclose Evaluation Material
received from a Supplying Party to its Representatives who need to know
the Evaluation Material to evaluate the possible Transaction or in
strict compliance with such of the Other Agreements as may be relevant
and who are informed of its confidential nature and agree to be bound
by the terms of this Agreement. Each Recipient agrees to be fully
responsible for any breach of this Agreement by any of its
Representatives.
3. Confidentiality of Transaction. Except as expressly
provided herein, without the prior written consent of the Supplying
Party, the Recipient agrees that it and its Representatives will not
disclose to any person (i) that any investigation, discussions or
negotiations are taking or have taken place concerning a possible
Transaction, or (ii) that either Party has requested or received
Evaluation Material, or any terms or other facts regarding the possible
Transaction, including the status thereof; provided, however that
nothing in this Agreement shall prohibit a Party from making any such
disclosure to the extent it has received an opinion of counsel that
such disclosure is required to be made by it in order to avoid
violating the federal securities laws or stock exchange regulations.
The term "persons" as used in this agreement shall be interpreted
broadly to include any corporation, company, governmental agency or
body, entity, partnership, group or individual.
4. Convenants of the Buyer Parties.
(a) Without limiting the generality of the foregoing,
the Buyer Parties agree that unless otherwise required by law, they
will not permit any person to have access to Restricted Data, as such
term is defined in 42 U.S.C ss. 2014(y), until and unless the Federal
Office of Personnel Management shall have made an investigation and
report to the Nuclear Regulatory Commission (the "NRC") on the
character, associations and loyalty of such person and the NRC shall
have determined that permitting such person to have access to
Restricted Data will not endanger the common defense and security.
(b) Notwithstanding anything to the contrary set
forth in of this Agreement, any access to Safeguards Information, as
such term is defined in 10 C.F.R. ss. 73.2, shall be subject to the
limitations and conditions of 10 C.F.R. ss. 73.21, the safeguards plan
for the Clinton Plant, and any other applicable legal requirements.
(c) The Buyer Parties shall use and maintain all
documents prepared by the Institute for Nuclear Power Operations
("INPO") about the Clinton Plant, as may be made available to them,
consistent with agreements between INPO and Illinois Power and the
policies of INPO and Illinois Power, as the same may be amended from
time to time. As a general matter the Buyer Parties shall treat
information, reports, draft reports, field notes, draft notes or
documents, and technical documents prepared by INPO about the Clinton
Plant as if they are Evaluation Material belonging to Illinois Power.
However, if an INPO document is classified for "General Distribution"
and marked "GENERAL" by INPO, the use and distribution of such document
will not be limited by this Agreement.
5. Return and Retention of Evaluation Material. All Evaluation
Material in tangible form (whether in written form, electronically
stored or otherwise) provided by the Supplying Party or its
Representatives will be returned by the Recipient to the Supplying
Party immediately upon request, without retention of any copies
thereof. All other Evaluation Material in tangible form, including
analyses, compilations, studies, personal notes, or other documents
(whether in written form, electronically stored or otherwise) prepared
by the Recipient or any of its Representatives, and any Evaluation
Material not so requested to be returned, will be retained by the
Recipient and kept subject to the terms of this Agreement or destroyed;
provided, however that all such Evaluation Material shall be destroyed
upon the Supplying Party's request with such destruction to be
confirmed in writing. Except as otherwise provided in this Agreement,
all retained Evaluation Material (whether in written form,
electronically stored or otherwise) will continue to be subject to this
Agreement.
6. Legal Process. If the Recipient or any of its
Representatives are requested or required to disclose any Evaluation
Material (or to disclose that any investigation, discussions or
negotiations are taking or have taken place concerning the possible
Transaction) pursuant to a subpoena, court order, civil investigative
demand or similar judicial process or other oral or
written request issued by a court of competent jurisdiction or by a
federal, state or local governmental or regulatory body, the Recipient
will provide the Supplying Party with prompt written notice of such
request or requirement so that the Supplying Party and/or any of its
Representatives may seek an appropriate protective order or other
appropriate remedy or waive pursuant to paragraph 13 compliance with
the provisions of this Agreement. If such order or other remedy is not
obtained or the Supplying Party waives compliance with the provisions
of this Agreement, the Recipient or its Representatives, as the case
may be, will disclose only that portion of the Evaluation Material (or
information relating to any such investigation, discussions or
negotiations) that it is advised by counsel that it is legally required
to so disclose and will exercise reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded the Evaluation
Material or information so disclosed.
7. No Obligation to Provide: No Warranty of Accuracy or
Completeness. This Agreement defines the rights, duties and obligations
of the Parties with respect to Evaluation Material disclosed or made
available hereunder. Under no circumstances shall any Party be
obligated to disclose or make available to the other Parties any
information including, without limitation, any Evaluation Material,
that such Party in its sole discretion determines not to disclose,
provided, however, that to the extent that any Party, acting through
one of its authorized officers makes such a determination as to
information requested by the other Party, it will so advise the other
Party of that fact. The Parties (i) acknowledge that no Party, nor any
Representative of any Party, makes any representation or warranty,
either express or implied, as to the accuracy or completeness of any
Evaluation Material, and (ii) agree, to the fullest extent permitted by
law, that except as may be provided in a Definitive Agreement (as
defined below), no Party, nor any Representative of any Party, shall
have any liability to the other Parties or any of the other Parties'
Representatives on any basis (including, without limitation, in
contract, tort, under federal or state securities laws or otherwise) as
a result of the Parties' participation in evaluating a possible
Transaction, the review by any Party of the other Parties'. Evaluation
Material, or the use of the Evaluation Material by any Party or its
Representatives in accordance with the provisions of this Agreement.
Each Party agrees that it is not entitled to rely on the accuracy or
completeness of the Evaluation Material. Each Party understands and
agrees that there is no definitive agreement providing for a
Transaction currently existing among the Parties and to no contract or
agreement providing for a Transaction shall be deemed to exist by
virtue of this Agreement with respect to such Transaction except, in
the case of this Agreement, for the matters specifically agreed to
herein.
8. Securities Laws. The Parties acknowledge that they are, and
that their respective Representatives who are informed as to the
matters that are the subject of this Agreement will be made, (i) aware
that the United States securities laws would prohibit any person who
has material non-public information about a company from purchasing or
selling securities of such company, or from communicating such
information to any other person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell
such securities, and (ii) familiar with the Exchange Act and the rules
and regulations promulgated thereunder to the extent they relate to the
matters referred to in this Section 8. The Parties agree that they will
not use or permit any third party to use, and that they will each use
reasonable efforts to ensure that none of their respective
Representatives will use or permit any third party to use, any
Evaluation
Material in contravention of the United States securities laws
including, without limitation, the Exchange Act or any rules and
regulations promulgated thereunder.
9. Non-Solicitation. Except as may be provided in a
Definitive Agreement, for a period of eighteen (18) months following
the execution of this Agreement, no Party or its respective
Representatives or Affiliates will, directly or indirectly, solicit or
direct any other person to solicit any current officer or key employee
or contractor of another Party (i) terminate or adversely alter his or
her employment or other relationship with that Party; or (ii) to seek
or accept employment or other affiliation with such Party.
10. Exclusivity. Illinois Power hereby agrees immediately to
cease any existing discussions or negotiations with any third parties
with respect to a sale or other transfer of Plant Clinton (a "Sale
Transaction") other than a Transaction with the Buyer Parties or their
Affiliates. Illinois Power shall not and Illinois Power shall use its
commercially reasonable efforts to ensure that none of its
Representatives or Affiliates shall solicit any person, entity or group
concerning any Sale Transaction, nor shall Illinois Power furnish
information or enter into negotiations regarding, or an agreement for,
a Sale Transaction, other than a Transaction with the Buyer Parties or
their Affiliates. The provisions and covenants contained in this
Section 10 shall expire at 5:00 p.m. C.S.T. on April 15, 1999 unless
extended in a writing signed by all the Parties.
11. Indemnification: Remedies. Each Party will be responsible
for and will idemnify and hold harmless the other Parties from any
damage, loss, cost or liability (including, without limitation,
reasonable attorney's fees and the costs of enforcing such obligations
under this indemnity) arising out of or resulting from any breach by
such Party or its Representatives of its obligations hereunder. Each
Party acknowledges that remedies at law are inadequate to protect
against breach of this Agreement and hereby in advance agrees, without
prejudice to any rights to judicial or other relief, to the granting of
equitable relief, including, without limitation, injunction, in the
other Parties' favor without proof of actual damages. Each Party agrees
not to seek and agrees to waive any requirement for the securing or
posting of, a bond in connection with a Party seeking or obtaining such
equitable relief.
12. Severability. If any term or provision of this Agreement,
or any application thereof to any circumstances, shall, to any extent
and for any reason, be held to be invalid or unenforceable, the
remainder of this Agreement, or the application of such term or
provision to circumstances other than those to which it is held invalid
or enforceable, shall not be affected thereby and shall be construed as
if such invalid or unenforceable provision had never been contained
herein, and each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
13. Term. Except as provided in Sections 9 and 10 of this
Agreement, this Agreement shall be effective for a period of five (5)
years from the date hereof.
14. Miscellaneous. This Agreement shall constitute the entire
agreement among the Parties with respect to the subject matter hereof.
The provisions of this Agreement shall control in the event of any
inconsistency with the provisions of any Other Agreement and such Other
Agreement shall be deemed modified hereby. No modification, amendment
or waiver of this
Agreement shall be binding without the written consent of the Parties
hereto. This Agreement shall inure to the benefit of and be binding
upon each of the Parties and their respective successors and permitted
assigns; provided, however that neither this Agreement nor any of the
rights, interests or obligations hereunder may be assigned by any Party
without the prior written consent of the other Parties, and no
assignment of any right, interest or obligation shall release any such
assigning Party therefrom unless the other Parties shall have consented
to such release in writing specifically referring to the right,
interest or obligation from which such assigning Party is to be
released. It is further understood and agreed that no failure or delay
in exercising any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof
preclude (nor any waivers thereof, unless so expressly stated in such
written waiver) any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without
regard to the conflict of laws principles thereof.
16. Representatives. Any person who at any time after the date
hereof becomes a Representative of either Party shall be deemed to be
such Party's Representative for purposes of this Agreement, regardless
of whether such person was a Representative of such Party on the date
hereof. All references to Affiliates or subsidiaries contained in this
Agreement shall apply with equal force and effect to any and all
Representatives of such referenced Affiliates or subsidiaries.
17. Notices.
(a) All notices, consents, requests and other
communications hereunder shall be in writing and shall be sent by hand
delivery, by certified or registered mail (return-receipt requested),
by facsimile, or by recognized national overnight courier service as
set forth below:
If to Illinois Power: Illinois Power Company
500 South 27th Street
Decatur, Illinois 62521
Attention: Dave Butts
Facsimile: (217) 362-7417
With a copy to: Troutman Sanders LLP
5200 NationsBank Plaza
600 Peachtree Street, NE
Atlanta, Georgia 30308
Attention: Terry C. Bridges,
Facsimile: (404) 962-6731
If to AmerGen: AmerGen Energy Company L.L.C.
2301 Market Street
Philadelphia, Pennsylvania 19101
Attention: Paul E. Haviland, Vice President
Facsimile: (215) 841-3508
With a copy to: Edward J. Cullen, Jr.
2301 Market Street
Philadelphia, Pennsylvania 19101
Facsimile: (215) 841-4474
If to PECO: PECO Energy Company
2301 Market Street
Philadelphia, Pennsylvania 19101
Attention: Paul E. Haviland, Vice President
Facsimile: (215) 841-3508
With a copy to: Edward J. Cullen, Jr.
2301 Market Street
Philadelphia, Pennsylvania 19101
Facsimile: (215) 841-4474
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date and year first
above written.
ILLINOIS POWER COMPANY
By:__________________________
Title:_________________________
AMERGEN ENERGY COMPANY L.L.C.
By:__________________________
Title:_________________________
PECO ENERGY COMPANY
By:__________________________
Title:_________________________
ATTACHMENT A-1
AmerGen Billing
Clinton Power Station
April 1999
A. Direct Charges
Capital $ -
Storeroom Expense -
Preliminary Survey and Investigation -
Paid Absence -
USE Taxes -
Operation and Maintenance Expenses -
Direct Nuclear Expenses -
Plant Electric use:
_____ kwh @_____ rate -
--------
$ -
B. Material Inventory Balance
Balance-Beginning of Month $ -
Balance-End of Month -
--------
$ -
C. Diesel Fuel Balance
Balance-Beginning of Month $ -
Balance-End of Month -
$ -
D. Nuclear Fuel Purchases $ -
(excludes amortizations) ----------
Total Billing $ -
Adjustments $ -
Previous Billings $ -
Previous Payments $ -
$ -
-----------
Total Billing $ -
==========
* Note: this billing structure is designed to include direct expenses
associated with the operation of the plant and reflecting Programs and Project
Functions that are known at this time. Additional programs and project functions
may be added at a later time to tract other expenses that are a direct cost for
the operation of the Clinton Power Station.
** Note: IP shall be responsible for the costs of Plant Electric Use prior to
Restart. Restart shall be defined as the commencement of generation of Net
Electric Output from CPS.
ATTACHMENT A-2
AmerGen Billing
Clinton Power Station
April 1999
Project Contractors/
FERC Function Labor Consultants Materials Miscellaneous Total
Capital
107 107200 $ $ $ $ $
107222
107227
107232
107233
107235
1073M8
1073N8
1073P8
1073R8
1073S8
1073T8
1073V8
1073W9
107302
107304
107305
107306
107307
107376
1075N8
1075P8
1075R8
1075U8
107512
107534
108 108200
1083M8
1083S8
1083T8
108302
108305
108306
108307
--------------------------------------------------------
Total Capital $ $ $ $ $
========================================================
* Note: this listing only includes FERC accounts for current expenses.
Additional project functions may be added at a later time to track other
expenses that are a direct expense of the safe operation of the Clinton
Power Station.
AmerGen Billing
Clinton Power Station
April 1999
Project Contractors/
FERC Function Labor Consultants Materials Miscellaneous Total
Storeroom
163 163301 $ $ $ $ $
163303
163304
163305
--------------------------------------------------------
Total Storeroom $ $ $ $ $
========================================================
Preliminary Survey & Investigation
183 183001 $ $ $ $ $
========================================================
Paid Absence:
184 184101 $ $ $ $ $
184102
184103
184108
184109
184110
184111
184112
184113
184114
184115
184116
184201
184205
184209
184411
184412
184450
184501
184502
184801
184803
184901
184903
184913
184914
184996
--------------------------------------------------------
Total Paid Absence $ $ $ $ $
========================================================
USE Taxes:
408 408111 $ $ $ $ $
408113
--------------------------------------------------------
Total USE Taxes: $ $ $ $ $
========================================================
AmerGen Billing
Clinton Power Station
April 1999
Project Contractors/
FERC Function Labor Consultants Materials Miscellaneous Total
Operations & Maintenance
500 500001 $ $ $ $ $
502 502001
505 505001
506 506001
510 510001
511 511001
512 512001
513 513001
514 514001
517 517001
519 519001
520 520001
520002
520003
520004
520005
523 523001
524 524001
524002
524003
524004
524216
525 525001
528 528001
529 529001
529002
530 530001
530002
530003
531 531001
531 531002
532 532001
532002
532003
532006
562 562001
562002
570 570001
570002
570003
582 582001
583 583004
586 586001
AmerGen Billing
Clinton Power Station
April 1999
Project Contractors/
FERC Function Labor Consultants Materials Miscellaneous Total
593 593002
593003
735 735002
836 836001
863 863001
878 878001
892 892001
902 902003
903 903001
903003
912 912015
915 915001
920 920001
920002
920003
920004
921 921001
921002
921003
921004
923 923001
923003
923004
924 924004
925 925003
925004
925008
925012
926 926002
926003
926008
926010
926011
930 930205
930208
930209
930212
931 931003
--------------------------------------------------------
Total O&M $ $ $ $ $
========================================================
Direct Nuclear Expenses
524 524216 $ $ $ $ $
========================================================
Includes costs incurred in other Responsibility Areas that are directly related
to CPS
e.g. Name and Accounting Distribution
EPRI Membership - 8700-12980-524216-430
BWR Owners Group - 8700-13646-524216-430
Reactor Internals Project at EPRI - 8700-23839-524216-430
ATTACHMENT A-3
Clinton Power Station
Direct Programs and Project Functions
Project
Program Program Title Function Project Function Title
002030 RF6 - SIXTH REFUELING OUTAGE 163301 CPS STOREROOM OPERATING EXP
163305 CPS COMMERCIAL GRADE DED PROG
184411 PURCHASE SMALL TOOLS
184412 MAINTENANCE OF TOOLS & EQUIP
408113 USE TAX-CPS
417140 FAB SHOP-NON REG ACTIVITY
510001 MAINT SUPV & ENG-STEAM GEN
514001 MAINT OF MISC STEAM PLANT
517001 OPER SUPV & ENG-NUCLEAR
519001 OPER OF COOLANT & WATER EQUIP
520001 OPERATING REACTOR & AUX
520002 OPER-RADIOLOGICAL CONTROLS
520003 DECONTAMINATION ACTIVITIES
520004 RADIOACTIVE WASTE DISPOSAL
520005 NUCLEAR FUEL LOAD & UNLOAD
523001 OP TURBS/GENRS/ELEC PLT EQUIP
524001 BLDG SERV & MISC NUC OPER EXP
524002 PLANT SECURITY-NUC
524003 RESEARCH & DEVELOPMENT-NUC
524004 REGULATORY FEES - NUCLEAR
525001 RENTS-NUCLEAR OPERATION
528001 MAINT SUPV & ENG-NUCLEAR
529001 MAINT OF LAKES & CANALS
529002 MAINT NUC BLDGS, GROUNDS, IMP
530001 MAINT REACTOR PLANT EQUIPMENT
530002 MAINT CONTROL ROD DRIVE SYSTEM
531001 MAINT ELECTRIC PLANT EQUIP-NUC
531002 MAINT DIESEL DRIVEN GENER-NUC
532001 MAINT STATION SECURITY SYS-NUC
532002 MAINT MISC EQUIP, SMALL TOOLS
562001 OPER OF NON-CPS TRANS SUBS
562002 OPERATION OF CPS TRANS SUB
570003 MAINT OF CPS TRANS SUB EQUIP
920001 ADMIN & GENERAL SALARIES-ELEC
920003 ADMIN & GENERAL SALARIES-JT
920004 ADMIN & GENERAL SALARIES-NUC
921003 NON-LABOR A&G EXPENSES-JOINT
923004 PROFESSIONAL SERVICES-NUC
All expenses charged to construction
(FERC 107 & 108) will also be billed
Page 1
Clinton Power Station
Direct Programs and Project Functions
Project
Program Program Title Function Project Function Title
002068 PAID ABSENCE - NUCLEAR 184101 VACATION
184102 SICKNESS ALLOWANCE
184103 OTHER PAID ABSENCE
184108 VACATION - CPS EMPLOYEES
184109 SICKNESS ALLOWANCE - CPS
184110 OTHER PD ABSENCE - CPS
002087 RF7 -7TH NUCL REFUELING OUTAGE 517001 OPER SUPV & ENG-NUCLEAR
520001 OPERATING REACTOR & AUX
520002 OPER-RADIOLOGICAL CONTROLS
520003 DECONTAMINATION ACTIVITIES
520004 RADIOACTIVE WASTE DISPOSAL
520005 NUCLEAR FUEL LOAD & UNLOAD
524001 BLDG SERV & MISC NUC OPER EXP
524002 PLANT SECURITY-NUC
528001 MAINT SUPV & ENG-NUCLEAR
530001 MAINT REACTOR PLANT EQUIPMENT
531001 MAINT ELECTRIC PLANT EQUIP-NUC
570001 MAINT ELEC LOAD DISPATCH EQUIP
920001 ADMIN & GENERAL SALARIES-ELEC
002147 CPS MODIFICATIONS - NUCLEAR 184450 TRAINING - ELECTRIC
184501 SUPERVISION
184502 BUILDING SERVICE & CLERICAL
184801 A & G TO CONSTRUCTION-ELECTRIC
184996 EMPLOYEE BEN CLEAR-NUCLEAR O&M
408113 USE TAX-CPS
417101 EXPENSE NON-UTILITY OPERATIONS
417120 EXPENSES BILLABLE TO ILN GENER
417500 EXP TO BILL ILLINOVA
502001 OPER OF BOILER & ASSOC EQUIP
505001 OPER TURBO GENERS & ELEC EQUIP
506001 MISC OPERATING EXPENSES-STEAM
512001 MAINT OF BOILER & ASSOC EQUIP
513001 MAINT-TURBN GEN & ASSOC EQUIP
514001 MAINT OF MISC STEAM PLANT
517001 OPER SUPV & ENG-NUCLEAR
519001 OPER OF COOLANT & WATER EQUIP
520001 OPERATING REACTOR & AUX
520002 OPER-RADIOLOGICAL CONTROLS
520003 DECONTAMINATION ACTIVITIES
523001 OP TURBS/GENRS/ELEC PLT EQUIP
All expenses charged to construction
(FERC 107 & 108) will also be billed
Page 2
Clinton Power Station
Direct Programs and Project Functions
Project
Program Program Title Function Project Function Title
002147 CPS MODIFICATIONS - NUCLEAR 524001 BLDG SERV & MISC NUC OPER EXP
528001 MAINT SUPV & ENG-NUCLEAR
529002 MAINT NUC BLDGS, GROUNDS, IMP
530001 MAINT REACTOR PLANT EQUIPMENT
530002 MAINT CONTROL ROD DRIVE SYSTEM
531001 MAINT ELECTRIC PLANT EQUIP-NUC
570002 MAINT OF TRANS SUB EQUIP
583004 OPER OH DIST LINES-UNDER 34.5
586001 TURN ON/OFF CHANGE ELEC METERS
593003 MAINT LESS THAN 34.5 OH LINES
& OH SERV
878001 REMOVE/CHANGE GAS METERS ®S
920001 ADMIN & GENERAL SALARIES-ELEC
920002 ADMIN & GENERAL SALARIES-GAS
921003 NON-LABOR A&G EXPENSES-JOINT
926002 ADMINISTRATION OF PENSION PLAN
926003 GROUP INSURANCE CONTRIBUTIONS
930209 COMM WELF CONT-ELEC-FERC 426.1
002174 EMPLOYEE SERVICES ADMIN 184111 VACATION-CSBG EMPLOYEES
184112 SICKNESS ALLOWANCE - CSBG
184113 OTHER PAID ABSENCE - CSBG
184114 VACATION - SSBG/FBG
184115 SICKNESS ALLOWANCE - SSBG/FBG
184116 OTHER PAID ABSENCE - SSBG/FBG
920003 ADMIN & GENERAL SALARIES-JT
921003 NON-LABOR A&G EXPENSES - JOINT
923003 PROFESSIONAL SERVICES-JOINT
002203 MAINTAIN PLANT - NUCLEAR 163301 CPS STOREROOM OPERATING EXP
408113 USE TAX-CPS
510001 MAINT SUPV & ENG-STEAM GEN
513001 MAINT-TURBN GEN & ASSOC EQUIP
517001 OPER SUPV & ENG-NUCLEAR
519001 OPER OF COOLANT & WATER EQUIP
520001 OPERATING REACTOR & AUX
520002 OPER-RADIOLOGICAL CONTROLS
520003 DECONTAMINATION ACTIVITIES
520004 RADIOACTIVE WASTE DISPOSAL
520005 NUCLEAR FUEL LOAD & UNLOAD
523001 OP TURBS/GENRS/ELEC PLT EQUIP
524001 BLDG SERV & MISC NUC OPER EXP
524002 PLANT SECURITY-NUC
528001 MAINT SUPV & ENG-NUCLEAR
529001 MAINT OF LAKES & CANALS
All expenses charged to construction
(FERC 107 & 108) will also be billed
Page 3
Clinton Power Station
Direct Programs and Project Functions
Project
Program Program Title Function Project Function Title
002203 MAINTAIN PLANT - NUCLEAR 529002 MAINT NUC BLDGS, GROUNDS, IMP
530001 MAINT REACTOR PLANT EQUIPMENT
530002 MAINT CONTROL ROD DRIVE SYSTEM
530003 MAINT REACTOR PLANT PIPING
531001 MAINT ELECTRIC PLANT EQUIP-NUC
531002 MAINT DIESEL DRIVEN GENER-NUC
532001 MAINT STATION SECURITY SYS-NUC
532002 MAINT MISC EQUIP, SMALL TOOLS
532003 MISC MAINT MATERIALS & EXP-NUC
562002 OPERATION OF CPS TRANS SUB
570002 MAINT OF TRANS SUB EQUIP
570003 MAINT OF CPS TRANS SUB EQUIP
582001 DIST SUB PCB DISPOSAL COSTS
583004 OPER OH DIST LINES-UNDER 34.5
593003 MAINT LESS THAN 34.5 OH LINES
& OH SERV
892001 GAS DIST-MAINT OF SERVICES
915001 COST JOBBING&CONTRACT WRK-ELEC
921003 NON-LABOR A&G EXPENSES-JOINT
926011 OTHER EMPL ACTIVITY EXP-NUC
002204 OPERATE PLANT - NUCLEAR 184501 SUPERVISION
408113 USE TAX-CPS
517001 OPER SUPV & ENG-NUCLEAR
519001 OPER OF COOLANT & WATER EQUIP
520001 OPERATING REACTOR & AUX
520002 OPER-RADIOLOGICAL CONTROLS
520003 DECONTAMINATION ACTIVITIES
520004 RADIOACTIVE WASTE DISPOSAL
523001 OP TURBS/GENRS/ELEC PLT EQUIP
524001 BLDG SERV & MISC NUC OPER EXP
524002 PLANT SECURITY-NUC
524004 REGULATORY FEES - NUCLEAR
528001 MAINT SUPV & ENG-NUCLEAR
923004 PROFESSIONAL SERVICES-NUC
002205 COMPLY W/NUCLEAR REG.REQUIRE 408113 USE TAX-CPS
514001 MAINT OF MISC STEAM PLANT
517001 OPER SUPV & ENG-NUCLEAR
519001 OPER OF COOLANT & WATER EQUIP
520001 OPERATING REACTOR & AUX
520002 OPER-RADIOLOGICAL CONTROLS
523001 OP TURBS/GENRS/ELEC PLT EQUIP
All expenses charged to construction (FERC 107 & 108) will also be billed
Page 4
Clinton Power Station
Direct Programs and Project Functions
Project
Program Program Title Function Project Function Title
002205 COMPLY W/ NUCLEAR REG. REQUIRE 524001 BLDG SERV & MISC NUC OPER EXP
524002 PLANT SECURITY-NUC
524004 REGULATORY FEES - NUCLEAR
524216 MISC EXPENSES - R&D - NUCLEAR
528001 MAINT SUPV & ENG-NUCLEAR
529002 MAINT NUC BLDGS, GROUNDS, IMP
530001 MAINT REACTOR PLANT EQUIPMENT
532002 MAINT MISC EQUIP, SMALL TOOLS
920001 ADMIN & GENERAL SALARIES-ELEC
920003 ADMIN & GENERAL SALARIES-JT
920004 ADMIN & GENERAL SALARIES-NUC
921003 NON-LABOR A&G EXPENSES-JOINT
921004 NON-LABOR A&G EXPENSES - NUC.
924004 PROPERTY INS PREMIUMS-NUC
925003 INJURIES & DAMAGES INS-JT
925004 INJURIES & DAMAGES INS-NUC
925008 EMPL INJ & DAMAGE CLAIMS-NUC
925012 OTHER INJ & DAMAGE CLAIMS-NUC
926011 OTHER EMPL ACTIVITY EXP-NUC
930208 CO TRADE ASSN DUES & CONT-NUC
002206 PROCURE & MANAGE NUCLEAR FUEL 517001 OPER SUPV & ENG-NUCLEAR
002207 PROCURE & CONTROL MAT'L - NUC. 163301 CPS STOREROOM OPERATING EXP
163303 CLINTON FREIGHT ON MATERIALS
163304 CLINTON MATERIAL INVENTORY ADJ
163305 CPS COMMERCIAL GRADE DED PROG
408113 USE TAX-CPS
517001 OPER SUPV & ENG-NUCLEAR
520001 OPERATING REACTOR & AUX
524001 BLDG SERV & MISC NUC OPER EXP
529002 MAINT NUC BLDGS, GROUNDS, IMP
002208 PROVIDE ADMIN. SUPPORT - NUC. 163301 CPS STOREROOM OPERATING EXP
184209 GARAGE EXPENSES NON-SPECIFIC
184501 SUPERVISION
408113 USE TAX-CPS
517001 OPER SUPV & ENG-NUCLEAR
All expenses charged to construction (FERC 107 & 108) will also be billed
Page 5
Clinton Power Station
Direct Programs and Project Functions
Project
Program Program Title Function Project Function Title
002208 PROVIDE ADMIN. SUPPORT - NUC. 520001 OPERATING REACTOR & AUX
520002 OPER-RADIOLOGICAL CONTROLS
520005 NUCLEAR FUEL LOAD & UNLOAD
523001 OP TURBS/GENRS/ELEC PLT EQUIP
524001 BLDG SERV & MISC NUC OPER EXP
524002 PLANT SECURITY-NUC
524216 MISC EXPENSES - R&D - NUCLEAR
528001 MAINT SUPV & ENG-NUCLEAR
529001 MAINT OF LAKES & CANALS
529002 MAINT NUC BLDGS, GROUNDS, IMP
530001 MAINT REACTOR PLANT EQUIPMENT
531001 MAINT ELECTRIC PLANT EQUIP-NUC
532002 MAINT MISC EQUIP, SMALL TOOLS
836001 UG STOR-MAIN PURIFY EQUIP
920003 ADMIN & GENERAL SALARIES-JT
920004 ADMIN & GENERAL SALARIES-NUC
921003 NON-LABOR A&G EXPENSES - JOINT
921004 NON-LABOR A&G EXPENSES - NUC.
923003 PROFESSIONAL SERVICES-JOINT
923004 PROFESSIONAL SERVICES-NUC
925004 INJURIES & DAMAGES INS-NUC
925008 EMPL INJ & DAMAGE CLAIMS-NUC
926011 OTHER EMPL ACTIVITY EXP-NUC
002209 MANAGE HUMAN RESOURCES - NUC. 163301 CPS STOREROOM OPERATING EXP
408113 USE TAX-CPS
506001 MISC OPERATING EXPENSES-STEAM
510001 MAINT SUPV & ENG-STEAM GEN
517001 OPER SUPV & ENG-NUCLEAR
519001 OPER OF COOLANT & WATER EQUIP
520001 OPERATING REACTOR & AUX
520002 OPER-RADIOLOGICAL CONTROLS
520004 RADIOACTIVE WASTE DISPOSAL
524001 BLDG SERV & MISC NUC OPER EXP
524002 PLANT SECURITY-NUC
524216 MISC EXPENSES - R&D - NUCLEAR
528001 MAINT SUPV & ENG-NUCLEAR
529001 MAINT OF LAKES & CANALS
529002 MAINT NUC BLDGS, GROUNDS, IMP
531001 MAINT ELECTRIC PLANT EQUIP-NUC
All expenses charged to construction (FERC 107 & 108) will also be billed
Page 6
Clinton Power Station
Direct Programs and Project Functions
Project
Program Program Title Function Project Function Title
002209 MANAGE HUMAN RESOURCES - NUC. 532002 MAINT MISC EQUIP, SMALL TOOLS
532003 MISC MAINT MATERIALS & EXP-NUC
532006 FABRIC'TN & MACH WRK-IP AREAS
926011 OTHER EMPL ACTIVITY EXP-NUC
002233 JC SSBG & FBG TRANSFER CHARGES 517001 OPER SUPV & ENG-NUCLEAR
520001 OPERATING REACTOR & AUX
523001 OP TURBS/GENRS/ELEC PLT EQUIP
524001 BLDG SERV & MISC NUC OPER EXP
528001 MAINT SUPV & ENG-NUCLEAR
532002 MAINT MISC EQUIP, SMALL TOOLS
532003 MISC MAINT MATERIALS & EXP-NUC
912015 PROMOTE/RETAIN SALES EXP-JT
920001 ADMIN & GENERAL SALARIES-ELEC
920003 ADMIN & GENERAL SALARIES-JT
920004 ADMIN & GENERAL SALARIES-NUC
921001 NON-LABOR A&G EXPENSES - ELEC
921003 NON-LABOR A&G EXPENSES - JOINT
921004 NON-LABOR A&G EXPENSES - NUC.
923001 PROFESSIONAL SERVICES-ELEC
923004 PROFESSIONAL SERVICES-NUC
926008 OTHER EMPL ACTIVITY EXP-ELEC
926010 OTHER EMPL ACTIVITY EXP-JT
926011 OTHER EMPL ACTIVITY EXP-NUC
930205 CO TRADE ASSN DUES & CONT ELEC
002253 YEAR 2000 - ESBG - NUCLEAR 523001 OP TURBS/GENRS/ELEC PLT EQUIP
524001 BLDG SERV & MISC NUC OPER EXP
920003 ADMIN & GENERAL SALARIES-JT
920004 ADMIN & GENERAL SALARIES-NUC
923004 PROFESSIONAL SERVICES-NUC
All expenses charged to construction (FERC 107 & 108) will also be billed
Page 7