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MODIFICATION NO. 1

ΤΟ

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").

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"); 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.

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