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MODIFICATION NO. 1

TO

CONTRACT BETWEEN

PROJECT MANAGEMENT CORPORATION

AND

BREEDER REACTOR CORPORATION

This Modification No. 1 is entered into by and between Project Management Corporation (hereinafter "PMC"), and Breeder Reactor Corporation (hereinafter "BRC").

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WHEREAS, PMC and BRC heretofore have entered into Contract 49-18-12-1, effective as of January 13, 1972, relative to a cooperative arrangement among the United States Atomic Energy Commission (hereinafter "AEC"), Tennessee Valley Authority (hereinafter "TVA"), Commonwealth Edison Company (hereinafter "CE"), PMC and BRC for effecting the design, development, construction, testing and operation of an electric utility system of a Liquid Metal Fast Breeder Reactor (LMFBR) power plant, as contemplated by Section 106 of Public Law 91-273, as amended (hereinafter the "Project");

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AND WHEREAS, under a recent Government reorganization, the United States Energy Research and Development Administration (hereinafter "ERDA"), has succeeded to the nuclear energy development functions formerly vested in AEC;

AND WHEREAS, the parties to the Project have recognized the emergence of two factors which were not present at the time the said Contract was executed. First, there has been a substantial increase in the estimated cost of the Project. Second, the concept of a unified management of the Project through Government and utility industry membership on the PMC Board of Directors and staff was not approved by Congress;

AND WHEREAS, in light of these two factors, ERDA, TVA, CE and PMC are entering contemporaneously into Modification No. 1 to Contract No. AT (49-18)-12 governing the arrangements by which the Project will be managed;

AND WHEREAS, the parties hereto believe that said Modification No. 1 to Contract No. AT (49-18)-12 requires and renders appropriate certain modifications to Contract 49-18-12-1 heretofore entered into by them.

NOW, THEREFORE, IN CONSIDERATION of the foregoing and of the promises hereinafter set forth, the parties hereto agree that Contract 49-18-12-1 shall be modified in its entirety by substituting therefor the Agreement set forth below in Part I of this Modification No. 1. Such Agreement between the parties, as set forth in Part I below, shall become effective on the Effective Date, as defined in Part II of this Modification No. 1.

PART I

AGREEMENT

BETWEEN

PROJECT MANAGEMENT CORPORATION

AND

BREEDER REACTOR CORPORATION

This Agreement, entered into by and between Project Management Corporation (hereinafter "PMC"), a non-profit corporation organized and existing under the laws of the District of Columbia, and Breeder Reactor Corporation (hereinafter "BRC"), a non-profit corporation organized and existing under the laws of the District of Columbia, shall be effective on the Effective Date, as defined in Part II of this Modification No. 1.

WITNESSETH THAT:

WHEREAS, the parties hereto have entered into a Memorandum of Understanding, dated August 7, 1972, as amended, between and among the United States Atomic Energy Commission (hereinafter called "AEC"), Tennessee Valley Authority, Commonwealth Edison Company, PMC and BRC, setting forth the principal features of a cooperative arrangement for effecting the design, development, construction, testing and operation on an electric utility system of a Liquid Metal Fast Breeder Reactor (LMFBR) power plant, as contemplated by Sec. 106 of Public Law 91-273, as amended; and

WHEREAS, under a recent Government reorganization, the United States Energy Research and Development Administration (hereinafter "ERDA") has succeeded to the nuclear energy development functions formerly vested in AEC; and

WHEREAS, said Memorandum of Understanding provides for negotiation with a view to entering into certain specified Principal Project Agreements between certain of the parties thereto providing for the parties' undertakings with respect to the Project, including an agreement between PMC and BRC providing for, inter alia, the collection and disposition of certain Project funds, estimated to be approximately $250 million, and the reporting and dissemination of Project data and information; and

WHEREAS, certain of the other Principal Project Agreements contemplated in the Memorandum of Understanding have been or will be executed and delivered;

NOW, THEREFORE, the parties hereto do agree as

follows:

ARTICLE I

DEFINITIONS

As used throughout this Agreement the following terms shall have the meanings set forth below.

(a) The term "Utility Contribution Agreements" means agreements between BRC (and in some cases between both BRC and Edison Electric Institute) and individual electric utilities and electric systems, under which such electric utilities and electric systems will make payments for use in the Project, copies of the forms of which have been heretofore furnished to PMC and ERDA.

(b) The term "Contributions" means the payments made and to be made by electric utilities and electric systems pursuant to the Utility Contribution Agreements.

(c) The term "ERDA Agreement" shall mean the
contract among ERDA, Commonwealth Edison Company,
Tennessee Valley Authority and PMC, effective as
of January 13, 1972, as amended by Modification
No. 1 thereto.

(d) The terms "Principal Project Agreements", "Project", "Project Activities", and "Construction" shall have the same meanings as set forth in the ERDA Agreement.

ARTICLE II

UTILITY CONTRIBUTION AGREEMENTS

BRC shall use its best efforts, working in cooperation with the Edison Electric Institute, the American Public Power Association and the National Rural Electric Cooperative Association, to maximize, to the extent feasible, financial support of the Project by the electric utility

industry of the United States, through securing the execution, delivery and performance of Utility Contribution Agreements by individual electric utilities and electric systems (hereinafter called "utilities"). In this respect BRC represents that, as of January 13, 1972, Utility Contribution Agreements had been executed and delivered or were in process for execution and delivery by those utilities listed in Appendix A, providing for aggregate Contributions of $244,781,539.58.

ARTICLE III - ADMINISTRATION OF UTILITY CONTRIBUTION AGREEMENTS

The obligations of utilities to make Contributions are subject to certain conditions specified in the Utility Contribution Agreements, including certifications by BRC (hereinafter called the "Certifications").

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BRC represents that it has delivered or shall deliver to the utilities the Certifications promptly upon the satisfaction of the conditions contained therein.

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Within ten (10) days after delivery of the Certifications required by (a) above, BRC shall:

1. Deliver to PMC a statement
listing the utilities that have executed
and delivered a Utility Contribution Agree-
ment acceptable to BRC, setting forth the
address and amount of Contribution opposite
each name;

2. Make available to PMC, upon request,
a copy of each such Utility Contribution
Agreement held by BRC as of the date of such
Certifications; and

3. Deliver to PMC a certificate, signed by an officer of BRC, stating that the Certifications required under (a), above, have been delivered.

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