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EXECUTION VERSION

AVAILABLE FUNDS AGREEMENT


This AVAILABLE FUNDS AGREEMENT (this Agreement), dated as of August 8, 2016 (the
Effective Date), by and between Entergy Nuclear FitzPatrick, LLC, a Delaware limited liability
company (ENF), and the Power Authority of the State of New York, a corporate municipal
instrumentality and political subdivision of the State of New York, created and authorized by the
Legislature of the State of New York by Chapter 772 of the Laws of 1931, as amended (NYPA). Each
of ENF and NYPA is referred to, individually, as a Party and, collectively, they are referred to as the
Parties.
RECITALS
WHEREAS, concurrently with the execution of this Agreement, ENF and Exelon Generation
Company, LLC, a Pennsylvania limited liability company (JAF Buyer), are entering into an Asset
Purchase Agreement, dated the date of this Agreement (the Asset Purchase Agreement), pursuant to
which, and subject to the conditions of the Asset Purchase Agreement, (i) ENF has agreed to sell to JAF
Buyer the James A. FitzPatrick Nuclear Power Station and certain related assets (the Facility) and (ii)
JAF Buyer has agreed to assume certain liabilities related to the Facility (collectively, and as further
described in the Asset Purchase Agreement, the Transaction);
WHEREAS, ENF (i) on November 2, 2015, announced that it intended to permanently shut down
the Facility prior to the expiration of its licensed operating period under the NRC License (the Planned
Permanent Shutdown), and (ii) subsequently determined the shutdown date for the Planned Permanent
Shutdown would be January 27, 2017, which was later revised to be January 31, 2017 based on remaining
fuel in the Facility (the Scheduled Shutdown Date);
WHEREAS, the Planned Permanent Shutdown would eliminate the need for ENF or any of its
affiliates to conduct, and incur costs and liabilities associated with, the refueling and operation of the
Facility beyond the Scheduled Shutdown Date;
WHEREAS, the contemplated Transaction is consistent with NYPAs position on clean energy
and will provide significant benefits to NYPA and the State of New York, including that (i) the Facility
provides over 600 high-skilled, well-paying jobs, and accounts for hundreds of millions of dollars in
annual economic activity, (ii) the direct and secondary employment, gross domestic product, tax revenue
and other benefits resulting from the continued operation of the Facility are critically important to the
community of Oswego, New York, the Upstate region and the State of New York as a whole, (iii) the
Facility avoids millions of metric tons of harmful carbon dioxide emissions each year and allows the State
of New York to maintain carbon emission reductions to date and to achieve its end state of reducing
carbon emissions 40% by 2030 pursuant to its clean energy mandate, and (iv) continued Facility
operations will assist in maintaining an adequate, dependable electric power supply for the State of New
York and may be a factor in attracting and expanding high load factor industry;
WHEREAS, in the event the Transaction is terminated or is otherwise not consummated, ENF
shall have incurred substantial costs and liabilities, expended efforts and resources and foregone
opportunities in connection with the Transaction and the continued operation of the Facility;
WHEREAS, in connection with the sale of the Facility and Indian Point 3 Nuclear Power Station
(collectively, the Facilities) by NYPA to ENF and Entergy Nuclear Indian Point 3, LLC (ENIP3),
respectively, NYPA, ENF and Entergy Nuclear, Inc. (ENI) entered into that certain Decommissioning
Agreement (James A. FitzPatrick), dated November 21, 2000 (the JAF Decommissioning Agreement),
and NYPA, ENIP3 and ENI entered into that certain Decommissioning Agreement (Indian Point 3), dated

November 21, 2000 (the IP3 Decommissioning Agreement), pursuant to which NYPA, ENF and
ENIP3 agreed to certain decommissioning obligations with respect to the Facilities and to certain
payments between the parties to each agreement;
WHEREAS, in connection with the execution and delivery of the Trust Transfer Agreement (as
defined below), NYPA, ENF and ENI have entered into that certain Amendment No. 1 to the
Decommissioning Agreement (James A. FitzPatrick), dated of even date herewith, to amend the JAF
Decommissioning Agreement and NYPA, ENIP3 and ENI have entered into that certain Amendment No.
1 to the Decommissioning Agreement (Indian Point 3), dated of even date herewith, to amend the IP3
Decommissioning Agreement;
WHEREAS, NYPA and Entergy Nuclear Operations, Inc., a Delaware corporation and an
affiliate of ENF (ENOI), are parties to that certain Trust Transfer Agreement, dated of even date
herewith (Trust Transfer Agreement), pursuant to which (i) ENOI will seek, on behalf of NYPA and
itself, the approval of the transfer of the Power Authority of the State of New York Master
Decommissioning Trust (the Master Trust Agreement) to ENOI by NYPA and corresponding revisions
the licenses for the Facilities, (ii) following receipt of such approval, NYPA will enter into that certain
Second Amendment to Master Decommissioning Trust Agreement (in the form attached to the Trust
Transfer Agreement) with The Bank of New York Mellon, as trustee to the Master Trust Agreement (the
Second Amendment), and (iii) following delivery of the Second Amendment to ENOI, ENOI and
NYPA will consummate the transfer of the Master Trust Agreement to ENOI by NYPA pursuant to that
certain Agreement of Assignment and Assumption (in the form attached to the Trust Transfer
Agreement), that will also effect the assignment and assumption of the JAF Decommissioning
Agreement, as amended, and the IP3 Decommissioning Agreement, as amended (collectively, the Trust
Transfer);
WHEREAS, upon completion of the Trust Transfer, NYPA will have no further obligations with
respect to decommissioning of the Facilities; and
WHEREAS, as an inducement to ENF to enter into the Asset Purchase Agreement and the other
agreements contemplated by the Asset Purchase Agreement, and, further, in light of the benefits NYPA
will receive as a result of ENOI assuming NYPAs obligations to decommission the Facilities upon
consummation of the transactions contemplated under the Trust Fund Transfer Agreement, NYPA desires
to enter into this Agreement and deliver the Letter of Credit as contemplated by this Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements in this Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Definitions. Capitalized terms used in this Agreement not otherwise
defined herein have the respective meanings set forth in Exhibit A.
Section 1.2

Rules of Construction.

(a)
The Parties acknowledge that each Party and its attorneys have reviewed this
Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against
the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable
to the construction or interpretation of this Agreement. Prior drafts of this Agreement are not an
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indication of the Parties intent and shall not be applicable to the construction or interpretation of this
Agreement.
(b)
The words includes and including shall mean including, without limitation
and the word or shall not be exclusive.
(c)
Any reference in this Agreement, the Exhibits or any document delivered in
connection with this Agreement to any Law, contract or document, or any section thereof, shall, unless
otherwise expressly provided in this Agreement, be a reference to such Law, contract, document or
section as amended, modified or supplemented (including any successor section) and in effect from time
to time.
(d)

Any reference in this Agreement, to this Agreement include the Exhibits to this

Agreement.
ARTICLE II
AGREEMENTS
Section 2.1

Letter of Credit; Legal Opinion.

(a)
Letter of Credit. Concurrently with the execution of this Agreement, NYPA has
caused TD Bank, N.A. (the Issuer) to issue and deliver to ENF, for the benefit of ENF an irrevocable
standby letter of credit (the Letter of Credit) having an initial undrawn face amount of Thirty Five
Million Dollars ($35,000,000.00) (the Available Funds and such amount the Available Funds
Amount) and, subject to the terms therein, an expiry date of not sooner than August 8, 2017,
automatically renewing from year-to-year, and otherwise substantially in the form as set forth in Exhibit
B attached hereto. NYPA will cause the Letter of Credit to be maintained for benefit of ENF until this
Agreement is terminated pursuant to Section 6.5.
(b)
Legal Opinion. Concurrently with the execution of this Agreement, NYPA has
caused to be delivered and furnished to ENF a written opinion of Holland & Knight LLP as set forth in
Exhibit C-1 attached hereto and a written opinion of the General Counsel of NYPA as set forth in Exhibit
C-2 attached hereto.
(c)
Within thirty (30) days following termination of this Agreement as set forth in
Section 6.5, if the Letter of Credit has not been drawn and no Draw Event as defined in Section 6.2 has
occurred and is continuing, ENF will provide written notice to Issuer, with a copy to NYPA, authorizing
the cancellation of the Letter of Credit.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF NYPA
NYPA hereby represents and warrants to ENF as of the Effective Date and as of any Draw Date
as follows:
Section 3.1
Organization. NYPA is a corporate municipal instrumentality and
political subdivision of the State of New York, created and authorized by the Legislature of the State of
New York by Chapter 772 of the Laws of 1931, as amended (the Organizing Legislation).

Section 3.2

Authority.

(a)
NYPA has all requisite power and authority (i) to execute and deliver this
Agreement and to perform its obligations hereunder, (ii) to deliver the Letter of Credit and incur any
obligations with respect thereto, (iii) to execute and deliver any agreement, document or instrument with
or to the Issuer or its affiliates with respect to the Letter of Credit (any such agreement, document or
instrument, a Financing Agreement) and to perform its obligation thereunder, and (iv) to identify,
commit, maintain and, if drawn on by ENF, expend the funds identified in subsection (b) below to
perform its obligations under the Financing Agreements. All actions and proceedings to be taken by or on
the part of NYPA to authorize and permit the due execution and valid delivery by NYPA of this
Agreement and any Financing Agreement, and the instruments required to be duly executed and validly
delivered by NYPA pursuant hereto and thereto, the performance by NYPA of its obligations hereunder
and thereunder, and the consummation by NYPA of the transactions contemplated herein and therein,
have been duly and properly taken. This Agreement has been duly and validly executed and delivered by
NYPA and, assuming the due execution and delivery by ENF, this Agreement constitutes, the legal, valid
and binding obligation of NYPA, enforceable against NYPA in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement,
moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general
equitable principles (the Bankruptcy and Equity Exceptions). Each Financing Agreement has been
duly and validly executed and delivered by NYPA and, assuming the due execution and delivery by the
other parties thereto, each Financing Agreement constitutes, the legal, valid and binding obligation of
NYPA, enforceable against NYPA in accordance with its terms, except as the same may be limited by the
Bankruptcy and Equity Exceptions. NYPA has furnished to ENF true and complete copies of each
Financing Agreement.
(b)
NYPA has identified a specific and lawful source of its funds to satisfy its
reimbursement obligations under the Letter of Credit and the other obligations under the Financing
Agreements (the Source of Funds).
(c)
Without limiting the representations and warranties of NYPA in Section 3.2(a),
application for and causing of delivery of the Letter of Credit and the execution and delivery of each
Financing Agreement, and the performance of NYPA of its obligations thereunder (including any
reimbursement obligations), is within the powers and duties of NYPA as enumerated in the Public
Authorities Law of the State of New York and NYPA otherwise is authorized and empowered to perform
its obligations thereunder.
Section 3.3
No Conflicts. The (w) execution and delivery by NYPA of this
Agreement and any Financing Agreement, and the application for and causing delivery of the Letter of
Credit and incurrence of obligations with respect thereto, by NYPA does not, (x) performance by NYPA
of its obligations under this Agreement or any Financing Agreement shall not, (y) the consummation by
NYPA of the transactions contemplated hereby and thereby (including application for and causing
delivery by NYPA of the Letter of Credit and incurrence of obligations with respect thereto) shall not, and
(z) and the drawing of the Letter of Credit by, and the payment and receipt of the Available Funds to,
ENF, pursuant to this Agreement shall not:
(a)
conflict with or result in a violation or breach of any of the terms, conditions or
provisions of the Organizing Legislation;
(b)
(i) violate or result in a default (or give rise to any right of termination,
cancellation or acceleration with or without the giving of notice, or lapse of time, or both) under any
contract or agreement to which either NYPA is a party or its assets or properties are bound or (ii) violate
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or breach any term or provision of any Law applicable to NYPA or any of its assets or properties, in each
case, except for any such violations, breaches or defaults (or rights of termination, cancellation or
acceleration) which would not, individually or in the aggregate, reasonably be expected to (x) materially
delay or impede NYPAs ability to perform its obligations under this Agreement or to consummate the
transactions contemplated hereby and (y) adversely affect the rights or benefits of ENF under this
Agreement or impair in any manner the right of ENF to issue a Draw Notice in accordance with Section
6.1, draw on the Letter of Credit and receive and use the Available Funds without further process; or
(c)
constitute, or in any way be intended to constitute, the acquisition of goods or
services or a procurement contract for the acquisition thereof subject to any procurement requirements
including NYPAs Guidelines for Procurement Contracts and Section 139-k of the New York State
Finance Law.
Section 3.4
Approvals. No process to procure services and no consent, approval,
authorization, or waiver of, or declaration to or filing with, any Governmental Authority or third party is
required in connection with any of the execution and delivery of this Agreement or any Financing
Agreement, or the delivery of the Letter of Credit by NYPA, the performance by NYPA of its obligations
under this Agreement or any Financing Agreement or the consummation by NYPA of the transactions
contemplated hereby or thereby including, but not limited to, pursuant to provisions of Section 2879 and
2879-a of the New York State Public Authorities Law, Articles 15-A and 17-B of the New York State
Executive Law and Sections 139-j and 139-k of the New York State Finance Law.
Section 3.5
Legal Proceedings. There is no Claim pending or, to NYPAs
knowledge, threatened against or contemplated by, NYPA or any other political subdivision of the State
of New York that (a) would, individually or in the aggregate, have an adverse effect on NYPAs ability to
perform its obligations hereunder or consummate the transactions contemplated under this Agreement or
any Financing Agreement or adversely affect the rights or benefits of ENF under this Agreement or
impair in any manner the right of ENF to draw on the Letter of Credit and receive and use the Available
Funds or (b) seeks a writ, judgment, order or decree restraining, enjoining or otherwise prohibiting or
making illegal any of the transactions contemplated by this Agreement, including the issuance and
delivery of the Letter of Credit, or any Financing Agreement or NYPAs performance of its obligations
thereunder.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
ENF hereby represents and warrants to NYPA as of the Effective Date as follows:
Section 4.1
Organization. ENF is a Delaware limited liability company duly formed,
validly existing and in good standing under the Laws of the State of Delaware. ENF is duly qualified or
licensed to do business in the State of New York and each other jurisdiction where the obligations to be
performed by it hereunder make such qualification or licensing necessary, except in those jurisdictions
where the failure to be so qualified or licensed would not reasonably be expected to result in a material
adverse effect on ENFs ability to perform its obligations hereunder or consummate the transactions
contemplated hereby.
Section 4.2
Authority. ENF has all requisite limited liability company power and
authority to enter into this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery by ENF of this Agreement, and the
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performance by ENF of its obligations hereunder, have been duly and validly authorized by all necessary
limited liability company action on behalf of ENF. This Agreement has been duly and validly executed
and delivered by ENF and, assuming the due execution and delivery by NYPA, this Agreement
constitutes the legal, valid and binding obligation of ENF enforceable against ENF in accordance with its
terms, except as the same may be limited by the Bankruptcy and Equity Exceptions.
Section 4.3
No Conflicts. The execution and delivery by ENF of this Agreement
does not and the performance by ENF of its obligations under this Agreement shall not and the
consummation by ENF of the transactions contemplated by this Agreement shall not:
(a)
conflict with or result in a violation or breach of any of the terms, conditions or
provisions of the certificate of formation or limited liability company agreement of ENF; or
(b)
(i) violate or result in a default (or give rise to any right of termination,
cancellation or acceleration with or without the giving of notice, or lapse of time, or both) under any
contract or agreement to which either ENF is a party or any of its assets or properties are bound or (ii)
violate or breach any term or provision of any Law applicable to ENF or any of its assets or properties, in
each case, except for any such violations, breaches or defaults (or rights of termination, cancellation or
acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a
material adverse effect on ENFs ability to perform its obligations hereunder or to consummate the
transactions contemplated hereby.
Section 4.4
Approvals. No consent, approval, authorization, or waiver of, or
declaration to or filing with, any Governmental Authority or third party is required in connection with any
of the execution and delivery of this Agreement by ENF, the performance by ENF of its obligations
hereunder or the consummation by ENF of the transactions contemplated hereby, other than consents,
approvals, authorizations, declarations, and filings, the failure of which to be obtained or made would not,
individually or in the aggregate, reasonably be expected to result in a material adverse effect on ENFs
ability to perform its obligations hereunder or thereunder or to consummate the transactions contemplated
hereby.
Section 4.6
Exclusive Representations and Warranties. It is the explicit intent of
each Party that ENF is not making any representation or warranty whatsoever, express or implied, except
those representations and warranties expressly set forth in this Article IV.

ARTICLE V
COVENANTS
The Parties hereby covenant and agree as follows:
Section 5.1
No Joint Venture. Nothing contained in this Agreement (i) shall
constitute ENF and NYPA as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on
ENF or NYPA or (iii) shall be deemed to confer on ENF or NYPA any express, implied or apparent
authority to make any offer or incur any obligation or liability on behalf of the other.
Section 5.2
No Obligation to Operate. Notwithstanding anything to the contrary
herein, ENF and its affiliates shall have the right, at all times and in their sole discretion, to shut down the
Facility and file with the NRC a Notice of Permanent Cessation of Operations with respect to the relevant
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facility, pursuant to 10 C.F.R. Section 50.82(a)(1)(i). Nothing in this Agreement shall restrict the
operations or business of ENF and its Affiliates or (ii) prevent ENF and its affiliates from engaging in any
other businesses.

No Additional Obligations or Duties or Liabilities. NOTWITHSTANDING


Section 5.3
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NYPA ACKNOWLEDGES AND
AGREES THAT NOTHING IN THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE
TRANSACTIONS CONTEMPLATED HEREBY, OR ARISING UNDER OR RESULTING FROM
ANY THEORY OF LAW IN CONNECTION THEREWITH, SHALL (A) IMPOSE OR CREATE, OR
OTHERWISE GIVE RISE TO, ANY FIDUCIARY, AGENCY OR OTHER SIMILAR
RELATIONSHIP, DUTY OR OBLIGATION ON ENF TO NYPA, THE STATE OF NEW YORK OR
ANY OTHER AGENCY, INSTRUMENTALITY OR OFFICIAL OF THE STATE OF NEW YORK
(OTHER THAN, WITH RESPECT TO NYPA ONLY, THE CONTRACTUAL DUTY TO ACT IN
GOOD FAITH), OR (B) REQUIRE ENF TO TAKE ANY ACTION, OR FAIL TO TAKE ANY
ACTION, IN CONNECTION WITH THIS AGREEMENT, THE ASSET PURCHASE AGREEMENT
OR ANY OTHER RELATED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, EXCEPT IN THE CASE OF (B) AS EXPRESSLY PROVIDED AS AN
OBLIGATION, COVENANT OR AGREEMENT OF ENF IN THIS AGREEMENT OR ENF OR ITS
AFFILIATES UNDER ANY DECOMMISSIONING TRANSACTION AGREEMENT. NYPA
FURTHER ACKNOWLEDGES AND AGREES, AND HEREBY IRREVOCABLY WAIVES, ANY
AND ALL CLAIMS, ARISING UNDER ANY THEORY OF LAW, AGAINST ENF OR ANY
AFFILIATE OF ENF, OR ANY REPRESENTATIVE THEREOF, ARISING OUT OF, OR RELATED
TO, THE PERFORMANCE BY ENF OR ITS AFFILIATES OF ITS OR THEIR OBLIGATIONS
UNDER THE ASSET PURCHASE AGREEMENT OR ANY OTHER RELATED AGREEMENT,
INCLUDING ANY BREACH OR NON-COMPLIANCE BY ENF OR ITS AFFILIATES
THEREUNDER, THE MISREPRESENTATION OR FAILURE TO BE TRUE AND CORRECT OF
ANY REPRESENTATION OR WARRANTY MADE BY ENF OR ITS AFFILIATES IN THE ASSET
PURCHASE AGREEMENT OR ANY OTHER RELATED AGREEMENT OR ANY FAILURE BY
ENF OR ITS AFFILIATES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE
ASSET PURCHASE AGREEMENT OR ANY OTHER RELATED AGREEMENTS.
ARTICLE VI
DRAWING; TERMINATION OF THIS AGREEMENT
Section 6.1
Drawing on the Letter of Credit. Until the occurrence of a Draw Event
or failure to deliver a replacement Letter of Credit as contemplated in Section 7.2, ENF agrees that it shall
not draw or otherwise demand payment (a Draw Notice) under the Letter of Credit. If Draw Event
shall occur, ENF may make a written demand for payment of the amount due directly to NYPA prior to
presenting a Draw Notice to the Issuer of the Letter of Credit, but such payment demand shall be without
prejudice to ENFs right, in its sole discretion, to present a Draw Notice at any time following a Draw
Event, in ENFs sole discretion.
Section 6.2

Section 6.3

Draw Date.

(a)
Upon and at any time following the occurrence of a Draw Event, ENF shall be
authorized and entitled to deliver a Draw Notice to the Issuer (such date of delivery, the Draw Date).
From and after the Draw Date, ENF shall be entitled to issue a Draw Notice, draw on the entire Letter of
Credit and immediately receive and use the Available Funds without any further condition or process.
(b)
ENF shall provide a copy of any Draw Notice to NYPA promptly following the
delivery thereof to the Issuer, provided, that the failure of ENF to provide such copy of the Draw Notice
to NYPA shall not have any impact on ENFs rights hereunder or ability to draw on the Letter of Credit
or other rights thereunder.

Available Funds. The Parties acknowledge and agree, that (a) the
Section 6.4
payment and receipt of the Available Funds pursuant to this Agreement is not a penalty, but rather a
reasonable amount that will compensate ENF and its affiliates for the efforts costs, expenses, damages,
losses and other liabilities incurred and the expended efforts and resources and foregone opportunities
while negotiating and relying on this Agreement, the Asset Purchase Agreement and the other Related
Agreements and expecting the consummation of the transactions contemplated hereby and thereby, which
amount would otherwise be impossible to calculate with precision, (b) without this Agreement and the
benefits provided to ENF hereunder, including the obligations of NYPA hereunder, the ability to draw on
the Letter of Credit and receive and use the Available Funds in the circumstances provided in this
Agreement, ENF would not have entered into the Asset Purchase Agreement or any other Related
Agreement, (c), except as expressly provided for in Section 7.2(b), upon payment and receipt of the
Available Funds, ENF and its affiliates shall be entitled to the full use and benefit of the Available Funds,
without any recourse or other obligation to NYPA, (d), that the contemplated Transaction will provide
significant benefits to NYPA and the State of New York, including the benefits set forth in the fourth
recital to this Agreement, and (e) NYPA shall not assert any Claim in any legal, judicial or regulatory
proceeding arising out of, or related to this Agreement, the Asset Purchase Agreement or any other
Related Agreement, anything to the contrary to the foregoing or challenge the right of ENF to issue a
Draw Notice or immediately receive and use the Available Funds upon the occurrence of a Draw Event in
accordance with Article VI.
Section 6.5
Termination. This Agreement shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon NYPA and its respective successors and
permitted assigns thereof, and shall inure to the benefit of ENF, and its respective successors, endorsees,
transferees and assigns until the earlier of: (i) all of the obligations of NYPA under this Agreement shall
have been satisfied by payment in full of the Available Funds under the Letter of Credit in immediately
available funds, notwithstanding that from time to time NYPA may be free from any obligation; (ii) upon
consummation of the Transaction under the Asset Purchase Agreement; or (iii) twenty (20) Business Days
after the Asset Purchase Agreement has been terminated in accordance with its terms other than in
connection with any Draw Event. ENF will provide prompt written notice to NYPA if the circumstances
in subparts (ii) or (iii) occur. The Parties acknowledge and agree that, except for this Section 6.5, Section
7.1, Section 7.3, Section 7.4, Section 7.5, Section 7.6, Section 7.7, Section 7.8, Section 7.9, Section 7.10,
Section 7.11, Section 7.12, Section 7.13, Section 7.14, and Section 7.15 (which provisions shall expressly
survive any termination of this Agreement) (a) upon consummation of the Transaction under the Asset
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Purchase Agreement, this Agreement shall terminate automatically and be of no further force or effect as
of such date of consummation, and (b) upon any other termination of this Agreement, this Agreement
shall be of no further force or effect as of the date of such termination; provided, however, that no such
termination shall affect the rights of ENF arising under this Agreement prior to such termination
(including the rights of ENF to any Available Funds drawn and paid to ENF prior to such termination)
and that Section 5.1, Section 5.2, Section 5.3 and Section 6.4 shall expressly survive such termination;
provided, however, that in either case, no such termination shall relieve NYPA of any liability for any
breach of this Agreement arising or occurring prior to the date of such termination.
Section 6.6
No Limitation of Powers. The Parties acknowledge and agree that this
Agreement sets forth the terms and conditions for providing the Available Funds to ENF and, for the
avoidance of doubt, no provision contained in this Agreement shall, or is intended to, limit the
constitutional or statutory powers of any state entity.
Section 6.7
Maintenance of Funds. From and after the date of this Agreement until
the earlier to occur of the termination of this Agreement or the satisfaction of NYPAs obligations under
the Letter of Credit or its obligations under the Finance Agreements, NYPA shall maintain, without any
further process, the Source of Funds at all times in an amount that is sufficient to satisfy such obligations
and permit ENF to draw, receive and use the Available Funds in the event ENF issues a Draw Notice.
ARTICLE VII
MISCELLANEOUS
Section 7.1

Notices.

(a)
Unless this Agreement specifically requires otherwise, any notice, demand or
request provided for in this Agreement, or served, given or made in connection with it, shall be in writing
and shall be deemed properly served, given or made if delivered in person or sent by registered or
certified mail, postage prepaid, or by a nationally recognized overnight courier service that provides a
receipt of delivery, in each case, to the Parties at the addresses specified below or to such other place and
with such other copies as a Party may designate as to itself by written notice to the other Party:
If to NYPA:
Power Authority of the State of New York
123 Main St.
Mail Stop 10 - H
White Plains, NY 10601-3170
Attn: President and Chief Executive Officer
with copies to the General Counsel and to the Chief Financial
Officer at the same address.

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If to ENF, to:
Entergy Nuclear FitzPatrick, LLC
c/o Entergy Services, Inc.
2001 Timberloch Place
2nd Floor South
The Woodlands, TX 77380
Attn: Barrett E. Green
with copies to:
Entergy Services, Inc.
L-ENT-26B
639 Loyola Avenue
New Orleans, LA 70113
Attn: General Counsel
(b)
Notice given by personal delivery, mail or overnight courier pursuant to this
Section 7.1 shall be effective upon physical receipt.
Section 7.2

Replacement of Letter of Credit.

(a)
If at any time prior to termination of this Agreement under Section 6.5, (i) the
senior obligation credit rating of the Issuer is downgraded below A3 by Moodys Investor Services or
below A- by Standard &Poors Rating Group, or (ii) the Issuer delivers written notice to ENF of the
Issuers intent not to renew the Letter of Credit upon its expiration, such written notice to be delivered not
less than sixty (60) days prior to its expiration, then, in each case, NYPA shall, (x) within ten (10)
Business Days of written notice from ENF, in the event of a senior obligation credit rating downgrade of
the Issuer pursuant to Section 7.2(a)(i) (the Notice Period), and (y) in the event of notice of nonrenewal from the Issuer pursuant to Section 7.2(a)(ii), no later than thirty (30) days prior to the thencurrent expiration date of the Letter of Credit, cause to be delivered to ENF a replacement Letter of Credit
which otherwise meets the requirements of this Agreement and is issued by a nationally recognized
financial institution acceptable to ENF in its sole discretion. NYPAs failure to deliver such replacement
Letter of Credit shall, notwithstanding anything in this Agreement to the contrary, but subject to Section
7.2(b), constitute a material breach by NYPA of this Agreement for which there shall be no notice or
grace or cure periods being applicable thereto other than the aforesaid Notice Period.
(b)
In the event of such a breach by NYPA under Section 7.2(a), without limiting
any other legal or equitable remedies that are available to ENF, ENF shall have the right under such
circumstances to immediately, and without notice to NYPA, present a Draw Notice under the Letter of
Credit for payment of the Available Funds and to hold the Available Funds Amount until such time as a
replacement Letter of Credit is delivered and issued in accordance with Section 7.2(a) (provided that for
the avoidance of doubt, the Parties acknowledge and agree that, without limiting Section 6.5, in the event
such replacement Letter of Credit is not delivered and issued within ten (10) Business Days of the
expiration of the Notice Period or by the then-current expiration date of the Letter of Credit, as applicable,
ENF shall have the right under such circumstances to immediately, and without notice to NYPA, to hold
such Available Funds and apply the same for its own account in the event any Draw Event shall occur, or
if no Draw Event shall have occurred and this Agreement shall terminate in accordance with Section 6.5,
ENF shall return the Available Funds to NYPA, without interest, and less any administrative costs
incurred by ENF in maintaining the funds.

11

Section 7.3

Waiver of Subrogation and Other Rights and Defenses.

(a)
NYPA irrevocably waives, relinquishes and renounces any right of subrogation,
contribution, indemnity, reimbursement or any Claim whatsoever arising under Law which NYPA may
have against ENF or any of its affiliates. NYPA will not assert any such Claim against ENF or any of its
affiliates, in any proceeding, legal or equitable, including any bankruptcy, insolvency or reorganization
proceeding. This provision will inure to the benefit of and shall be enforceable by Seller, ENF and any of
their respective affiliates, and their successors and assigns.
(b)
Without limiting the generality of the foregoing, NYPA hereby waives (i) any
defense arising under Law by reason of, and any and all right to assert against ENF or its affiliates any
Claim or defense based upon, an election of remedies by ENF which in any manner impairs, affects,
reduces, releases, destroys and/or extinguishes NYPAs subrogation rights, rights to proceed against JAF
Buyer, or any other guarantor for reimbursement or contribution, and/or any other rights of NYPA to
proceed against JAF Buyer against any other guarantor, or against any other Person or security, (ii) any
legal or equitable defense available to a surety or guarantor under Law, including any event,
circumstance, act or omission whatsoever that may constitute a legal or equitable discharge of NYPAs
obligations under this Agreement or any Financing Document, or otherwise vary the risk of NYPA, and
(iii) any requirement that ENF exhaust any right to take any action against JAF Buyer arising under or
related to the Asset Purchase Agreement or the other Related Agreements.
(c)
Notwithstanding anything in this Agreement to the contrary, NYPA
acknowledges and agrees that (i) ENF shall have the right to amend or otherwise modify the Asset
Purchase Agreement or any other Related Agreement (other than this Agreement) in accordance with
their respective terms or (ii) waive any provision of the Asset Purchase Agreement or any other Related
Agreement (other than this Agreement) that ENF or its affiliates are entitled to waive thereunder;
provided, however, that, without the prior written consent of NYPA, such consent not to be unreasonably
withheld, delayed or conditioned, ENF may not amend, waive or modify Section 5.04 of the Asset
Purchase Agreement with respect to the terms and conditions of
NRC Approval
or any other provision of the Asset Purchase Agreement or related Agreements if such
amendment, waiver or modification would have a material adverse effect on NYPA with respect to the
Draw Events.
Section 7.4
Entire Agreement. This Agreement including the exhibits hereto
supersedes all prior discussions and agreements between the Parties with respect to the subject matter
hereof and this Agreement contains the sole and entire agreement between the Parties hereto with respect
to the subject matter hereof.
Section 7.5
Expenses. Except as otherwise expressly provided in this Agreement,
whether or not the transactions contemplated hereby are consummated, each Party shall pay its own costs
and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution
of this Agreement and the transactions contemplated hereby.
Section 7.6
Waiver. Any term or condition of this Agreement may be waived at any
time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set
forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition.
No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be
deemed to be construed as a waiver of the same of any other term or condition of this Agreement on any
future occasion.

12

Section 7.7
Amendment. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each Party.
Section 7.8
No Third Party Beneficiary. The terms and provisions of this Agreement
are intended solely for the benefit of the Parties, their respective successors or permitted assigns, and it is
not the intention of the Parties to confer third-party beneficiary rights upon any other Person.
Notwithstanding the foregoing, the Parties agree that Exelon Generation Company, LLC, a Pennsylvania
limited liability company (EXEGen), shall be a third party beneficiary of this Agreement and at any and
all times following joint written notice from EXEGen and ENF to NYPA that EXGen has made a
payment to ENF pursuant to the proviso in Section 9.02(a) of the Asset Purchase Agreement, EXEGen
shall have all the rights held by ENF under this Agreement with respect to any Draw Event that has
occurred or may occur. The Parties shall not waive or amend, modify or change this Agreement or the
Letter of Credit in any manner that is adverse to EXEGen without the prior written consent of EXEGen
(which shall not be unreasonably withheld, conditioned or delayed).
Section 7.9
Assignment; Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any Party by merger, operation of law or otherwise
without the prior written consent of the other Party. Subject to this Section 7.9, this Agreement is binding
upon, inures to the benefit of and is enforceable by the Parties and their respective successors and
permitted assigns.
Section 7.10
Headings. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.
Section 7.11
Invalid Provisions. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of ENF
under this Agreement shall not be materially and adversely affected thereby, such provision shall be fully
severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom and in lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible.
Section 7.12
Counterparts; Facsimile. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any facsimile or electronically transmitted copies hereof or
signature hereon shall, for all purposes, be deemed originals.
Section 7.13

Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)
This Agreement shall be governed by and construed in accordance with the Law
of the State of New York.
(b)
A Party bringing a legal action or proceeding against the other Party arising out
of or related to this Agreement or the transactions it contemplates shall bring the legal action or
proceeding (i) in the United States District Court for the Southern District of New York, or (ii) in any
state court in the Borough of Manhattan, New York, if there is no federal subject matter jurisdiction.
Each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) with respect to any action or proceeding arising out of or relating to this Agreement, and the
transactions contemplated hereby and irrevocably waives, to the fullest extent permitted by Law, any
13

objection that it may now or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding that is brought in any such court
has been brought in an inconvenient forum. During the period a legal dispute that is filed in accordance
with this Section 7.13 is pending before a court, all actions, suits or proceedings with respect to such legal
dispute or any other legal dispute, including any counterclaim, cross-claim or interpleader, shall be
subject to the exclusive jurisdiction of such court. Each Party hereby waives the defense, and shall not
assert as a defense in any legal dispute, that (a) such Party is not subject thereto, (b) such action, suit or
proceeding may not be brought or is not maintainable in such court, (c) such Partys property is exempt or
immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or (e) the
venue of such action, suit or proceeding is improper or inconvenient as to forum. A final judgment in any
action, suit or proceeding described in this Section 7.13 following the expiration of any period permitted
for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by applicable Laws.
(c)
EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING OR STATEMENTS (WHETHER VERBAL OR WRITTEN)
RELATING TO THE FOREGOING (INCLUDING ANY ACTION TO RESCIND OR CANCEL THIS
AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS
FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT,
AND SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT.
Section 7.14
Enforcement of Agreement. NYPA agrees and acknowledges that its
failure to perform under this Agreement shall be an actual, immediate and irreparable harm and injury to
ENF and that ENF would not have any adequate remedy at Law in the event that any of the provisions of
this Agreement were not performed in accordance with its specific terms or were otherwise breached.
Accordingly, it is agreed that, ENF shall be entitled to seek an injunction or injunctions to prevent
breaches or threatened breaches of this Agreement and to specifically enforce the terms and provisions of
this Agreement and any other agreement or instrument executed in connection herewith. NYPA further
agrees that it shall not object to, or take any position inconsistent with respect to, whether in a court of
Law or otherwise, the appropriateness of specific performance as a remedy for a breach of this Agreement
or any such other agreement or instrument, and NYPA waives any requirement for the securing or posting
of any bond in connection with any such remedy. NYPA further agrees that by seeking the remedies
provided for in this Section 7.14 ENF shall not in any respect waive its rights to seek any other form of
relief that may be available to ENF under this Agreement, including monetary damages.
Section 7.15
Attorneys Fees. If ENF shall bring a Claim to enforce the provisions of
this Agreement, ENF shall be entitled to recover its reasonable out-of-pocket attorneys fees and expenses
(including the fees and expenses of any experts or consultants) incurred in such Claim from NYPA. If
NYPA brings a Claim in a court of law having proper jurisdiction under Section 7.13(b) against ENF for
improperly drawing upon the Letter of Credit and obtains a final and non-appealable judgment by such
court against ENF, NYPA shall be entitled to recover from ENF its reasonable out-of-pocket attorneys
fees and expenses (including the fees and expenses of any experts or consultants) incurred in such action.
[signature page follows]

14

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly
authorized officer of each Party as of the date first above written.

POWER AUTHORITY OF THE STATE Of NEW


YORK

By:
Name:

Title:

ENTERGY NUCLEAR FITZPATRICK, LLC

By:
Name:

Title:

[Signature Page

Available Funds Agreementi

EXHIBIT A
DEFINITIONS

Business Day means any day other than a Saturday or Sunday or any day banks in the State of
New York are authorized or required to be closed.

Claim means any demand, claim, counter-claim, action, legal proceeding (whether at law or in
equity), or arbitration.
Decommissioning Transaction Agreement means the (i) Trust Transfer Agreement, (ii)
Amendment No. 1 to the JAF Decommissioning Agreement, (iii) Amendment No. 1 to the IP3
Decommissioning Agreement, (iii) Agreement of Assignment and Assumption between NYPA and
ENOI, (iv) Second Amendment to Master Decommissioning Trust, and (v) Assignment of NYPA
Obligation for DOE Standard Contract payment.

Dollars and $ mean United States dollars.

A-1

IP3 means the Indian Point 3 nuclear power station located at Buchanan, New York.
JAF means the James A. FitzPatrick nuclear power station located at Scriba, New York.
JAF Buyer has the meaning set forth in the recitals to this Agreement.

Law means, with respect to any Person, any domestic or foreign, federal, state, provincial or
local statute, law, common law ordinance, rule, binding administrative interpretation, regulation, order,
writ, injunction, directive, judgment, decree or other requirement of any Governmental Authority directly
applicable to such Person or any of its respective properties or assets, as amended from time to time.

NRC is the United States Nuclear Regulatory Commission, as established by Section 201 of the
Energy Reorganization Act, or any successor commission, agency or officer.
NRC Approval means all approvals from the NRC necessary to authorize the transfer of the
Facility to Buyer and Buyers operation of the Facility after the Closing including without limitation
approval under Section 184 of the Atomic Energy Act.
NRC License means Renewed Facility Operating License No. DPR-59, Docket No. 50-333,
and any amendments thereto on the basis of which ENF and ENOI are authorized to possess and use the
Facility and ENOI is authorized to operate the Facility and the General License, Docket No. 72-012, for
the Independent Spent Fuel Storage Installation.

NYSERDA means the Energy Research and Development Authority of the State of New York.

A-2

Parties means ENF and NYPA, collectively.


Person means any natural person, corporation, general partnership, limited partnership, limited
liability company, proprietorship, other business organization, trust, union, association or Governmental
Authority.
Related Agreements has the meaning set forth in the Asset Purchase Agreement.

A-3

EXHIBIT B
FORM OF LETTER OF CREDIT

August 8, 2016
IRREVOCABLE STANDBY LETTER OF CREDIT NO. DRAFT
EXPIRATION DATE: August 8, 2017
Beneficiary:
Entergy Nuclear Fitzpatrick, LLC
L-ENT-6A
639 Loyola Avenue
New Orleans, LA 70113
Attn: Steve McNeal
Applicant:
New York Power Authority
123 Main Street
White Plains, NY 10601
Attn: Treasurer
We hereby issue our Irrevocable Standby Letter of Credit No. DRAFT "Letter of Credit", in your
favor for the account of The New York Power Authority ("Applicant"), a Corporate Municipal
Instrumentality of the State of New York with its headquarters at 123 Main Street, White Plains,
NY 10601, for an aggregate amount not to exceed Thirty-Five Million and 00/100 U.S. Dollars
($35,000,000.00) as the same may be reduced as a result of a draw made pursuant to the
provisions of this Letter of Credit, the ("Available Amount").
Funds are available by your sight draft drawn on us bearing the clause: Drawn under TD Bank,
N. A. Letter of Credit No. DRAFT dated August 8, 2016 and accompanied by the following
documents:
1. The original of this Letter of Credit and all Amendments, if any.
2.

Your sight draw on us; and

3. Beneficiary's Certificate issued in the form of Annex I attached hereto which forms an
integral part hereof, duly completed and purportedly bearing the original signature of an
authorized representative of the Beneficiary.
The Letter of Credit is available only for a single draw for the full amount of the Available
Amount.
This Letter of Credit expires at this office on August 8, 2017 (The "Expiration Date"), or such
time as the available amount of this Letter of Credit is reduced to zero, if earlier.
This Letter of Credit may be extended at our sole discretion for one additional period of one year
from the present expiry date (such extended Expiration Date being referred to as the "New
B-1

Expiration Date"), if we, so elect to extend this Letter of Credit we will send you an amendment
at least sixty (60) days prior to the expiration date.

August 8, 2016
Irrevocable Standby Letter of Credit No. DRAFT
Page 2
This Letter of Credit is transferable in its entirety, but not in part. Transfer of this Letter of Credit
is subject to our receipt of instruction on the form attached hereto as Annex II, signed by a purported
officer/representative of the Beneficiary, accompanied by the original Letter of Credit. Transfer fee is
.25% of Letter of Credit balance, minimum $250.
This Letter of Credit sets forth in full our undertaking and such undertaking shall not in any way
be modified, amended or amplified or limited by reference to any documents, instruments or
agreements referred to herein, except only the Annexes referred to herein; and any such
reference shall not be deemed to incorporate by reference any document, instrument or
agreement except for such Annexes.
We hereby agree that draft(s) drawn under and in compliance with the terms of this Letter of
Credit will be duly honored upon receipt of documents as specified above, which may be
presented in person or sent via overnight courier at our office located at 6000 Atrium Way, Mt.
Laurel, NJ 08054 on or before the expiration date noted above. Within three (3) business days
of a request drawn under and in compliance with the terms of this Letter of Credit if duly
presented together with a certificate, we shall wire such requested amount of the Available
Amount to the account of the Beneficiary as specified on Annex 1 hereto (or such other
Beneficiary's account that the Beneficiary may designate in writing in the draw certificate).
Except so far as otherwise expressly stated herein, this Letter of Credit is subject to the
International Standby Practices, International Chamber of Commerce Publication No 590 (the
"ISP98"). As to matters not covered by the ISP98, this Letter of Credit shall be governed by and
construed in accordance with the laws of the State of New York, without regard to the principles
of Conflicts of Laws thereunder.
TD BANK, N.A.

B-2

August 8, 2016
Irrevocable Standby Letter of Credit No. DRAFT
Page 3

TO THE BENEFICIARY:
Please sign and date below to indicate your approval of this DRAFT.
Signing this draft simply indicates your acceptance of the above wording.
The authenticated letter of credit will be forwarded to you under separate cover.

____________________________________
Beneficiarys Signature

Date________

B-3

Annex I
To Standby Letter of Credit No. DRAFT

Date:
TD Bank, N.A.
6000 Atrium Way
Mount Laurel, NJ 08054
Attn: Standby Letter of Credit
The undersigned hereby certifies to TD Bank, N.A. (The "Bank") with reference to Standby
Letter of Credit No. DRAFT dated August 8, 2016 (The "Letter of Credit"), issued by the Bank in
favor of the Beneficiary, as follows as of the date hereof;
1. I am a Duly Authorized Representative of the Beneficiary.
2. The Beneficiary is a party to the Available Funds Agreement, dated ___________________
("Agreement").
3. The Beneficiary has not heretofore disposed of its rights, title, or interest in or to the
Agreement.
4. The Beneficiary is entitled to draw under the Letter of Credit an amount equal to $[____],
because it is entitled to do so under the following provisions of the Available Funds Agreement
[Check applicable provision or provisions]:
[

] Section 6.2(a)

] Section 6.2(b)

] Section 6.2(c)

] Section 6.2(d)

] Section 6.2(e)

] Section 6.2(f)

] Section 6.2(g)

] Section 6.2(h)

] Section 6.2(i)

] Section 7.2

B-4

5. Based upon the foregoing, the Beneficiary hereby makes demand under the Letter of Credit
for payment of ($____________U.S. dollars ($ _________), which amount does not exceed
either of (i) the amount set forth in paragraph 4 above or (ii) the available amount under the
Letter of Credit as of the date hereof.
6. The undersigned has concurrently presented to you its sight draft drawn in the amount
specified in paragraph 4 above. The date of the sight draft is the date hereof, which is not later
than the latest of the Expiration Date or any new expiration date.
7. Funds paid pursuant to the provisions of the Letter of Credit shall be wire transferred to the
Beneficiary in accordance with the following instructions:
Unless otherwise provided herein, capitalized terms which are used and not defined herein shall
have the meaning given each such term in the Letter of Credit.
In witness whereof, this certificate has been duly executed and delivered on behalf of the
Beneficiary as of ____________________ (insert date)
BENEFICIARY:

Name :
Title:

B-5

Annex II

STANDBY LC REQUEST FOR FULL TRANSFER


Date: _______________________
TD Bank, N.A.
6000 Atrium Way
Mt. Laurel, NJ 08054
Attn: Standby Letter of Credit Department
Re: Standby Letter of Credit No. DRAFT
For value received, the undersigned beneficiary hereby irrevocably transfers to:
____________________________
(Name of Transferee)
_____________________________
(Address)
_____________________________
(Address)
the referenced Standby Letter of Credit and all rights of the undersigned beneficiary to draw under the above Standby
Letter of Credit in its entirety or up to the remaining available balance if prior drawings have been made under the
Standby Letter of Credit and any amounts thereof have not been reinstated.
By transfer of the referenced Letter of Credit, all rights of the undersigned Beneficiary in such Letter of Credit are
transferred to the transferee who shall have the sole rights as beneficiary thereof, including sole rights to any
amendments whether now existing or hereafter made. All amendments are to be advised directly to the transferee
without necessity of any consent of or notice to the undersigned beneficiary. As such, no further consent of or notice
to the undersigned beneficiary shall be required of TD Bank, N.A. in connection with such Standby Letter of Credit
Amendments.
We are enclosing the original Standby Letter of Credit and any amendments to date so that you may deliver same to
the transferee together with your customary letter of transfer.
We agree to indemnify and hold you harmless from and against any and all claims, losses or damages of any nature
whatsoever (including but not limited to attorney and paralegal fees and disbursements, including, without limitation,
any such fees and disbursements arising in any bankruptcy case or proceeding), arising directly or indirectly from the
transfer requested herein or from any other matters related to this Agreement, except as may be attributable to
Banks gross negligence or willful misconduct.
BENEFICIARY NAME

SIGNATURE AUTHENTICATION

By: __________________________
Name:
Title:

____________________ Date: _________


Notary Public

B-6

EXHIBIT C-1
FORM OF LEGAL OPINION FROM OUTSIDE COUNSEL TO NYPA
August 8, 2016

Entergy Nuclear FitzPatrick, LLC


440 Hamilton Avenue
White Plains, New York 10601
Ladies and Gentlemen:
We have acted as special counsel for the New York Power Authority (the Authority) in
connection with the preparation, execution and delivery of the Available Funds Agreement, between the
Authority and Entergy Nuclear FitzPatrick, LLC, a Delaware limited liability company (ENF), dated as
of August 8, 2016 (the Agreement) and a Reimbursement Agreement between the Authority and TD
Bank, N.A. (the Issuer), dated August 8, 2016 (the Financing Agreement). Capitalized terms not
defined in this letter have the meanings ascribed to them in the Agreement.
In connection with this opinion letter, we have examined such documents, records and matters of
law as we have deemed necessary or appropriate, including originals or copies, certified or otherwise
identified to our satisfaction, of the Agreement and the Financing Agreement.
As to matters of fact, we have relied on the representations and warranties made by the Authority
in the Agreement and Financing Agreement, and on certificates of public officials and officers of the
Authority. We have made no independent investigation of the accuracy or completeness of such matters
of fact.
In rendering the following opinions, we have relied, without independent investigation, upon the
following assumptions:
(a)
Each of ENF and Issuer is duly organized and is validly existing and in good
standing in its jurisdiction of organization;
(b)
Each of ENF and Issuer has full power and authority to execute, deliver and
perform its obligations under the Agreement and Financing Agreement, respectively, and each of the
Agreement and Financing Agreement, respectively, has been duly authorized by all necessary action on
its part, and each of the Agreement and Financing Agreement, respectively, has been duly executed and
duly delivered by it;
(c)
The Agreement constitutes the valid and binding obligations of ENF, enforceable
against such party in accordance with its terms, and ENF is not in breach of the Agreement;
(d)
The Financing Agreement constitutes the valid and binding obligations of Issuer,
enforceable against such party in accordance with its terms, and Issuer is not in breach of the Financing
Agreement;
(e)
Each natural person executing the Agreement, the Financing Agreement or any
document referred to herein is legally competent to do so;
C-1

(f)
ENF has complied with all legal requirements pertaining to its status as such
status relates to its rights to enforce the Agreement against the Authority (including, but not limited to,
qualifying to do business, if required, in the State of New York);
(g)
Issuer has complied with all legal requirements pertaining to its status as such
status relates to its rights to enforce the Financing Agreement against the Authority (including, but not
limited to, qualifying to do business, if required, in the State of New York);
(h)
Each document submitted to us for review is accurate and complete, each such
document that is an original is authentic, each such document that is a copy conforms to an authentic
original, and all signatures on each such document are genuine;
(i)
or undue influence;

There has not been any mutual mistake of fact or misunderstanding, fraud, duress

(j)
The conduct of the parties complies with any requirement of good faith, fair
dealing and reasonableness;
(k)
There are no agreements or understandings among the parties, written or oral,
and there is no usage of trade or course of prior dealing among the parties that would, in either case,
define, supplement or qualify the terms of the Agreement or the Financing Agreement; and
(l)
Each person who has taken any action relevant to any of our opinions in the
capacity of director, trustee or officer was duly elected or appointed to that director, trustee or officer
position and held that position when such action was taken.
For purposes of this opinion letter, the term to our knowledge means the conscious awareness
of facts or other information, at the time of delivery of this opinion letter, by the partners in our firm who
have had substantial involvement in the negotiation and preparation of the Agreement and the Financing
Agreement. Except to the extent expressly set forth herein, we have not undertaken any independent
investigation to determine the existence or absence of any facts or other information, and no inference as
to our knowledge or the existence or absence of any such facts or other information should be drawn from
the fact of our representation of the Authority as special counsel.
Notwithstanding our opinions expressed herein, we express no opinion with respect to any of the
following provisions in the Agreement or the Financing Agreement, or to the extent the same may be
implied under the Agreement and the Financing Agreement, as applicable:
(a)
Indemnification of a party for its own gross negligence, willful misconduct,
recklessness or other wrongful conduct;
(b)

Provisions mandating contribution towards judgments or settlements among

various parties;
(c)
Waivers of (i) legal or equitable defenses, (ii) rights to counterclaim or set off,
(iii) statutes of limitations, (iv) rights to notice, (v) the benefits of statutory, regulatory, or constitutional
rights, unless and to the extent the statute, regulation, or constitution explicitly allows waiver, and (vi)
other benefits to the extent they cannot be waived under applicable law;

C-2
1197833.14-WASSR02A - MSW

(d)

Provisions that provide a time limitation after which a remedy may not be

enforced;
(e)
Agreements to submit to the jurisdiction of any particular court or other
governmental authority; provisions restricting access to courts; waiver of service of process requirements
which would otherwise be applicable; and provisions otherwise purporting to affect the jurisdiction and
venue of courts;
(f)
Any federal, state or local law relating to taxation, zoning, land use, the
environment, antitrust, securities or ERISA;
(g)

Provisions regarding arbitration; and

(h)
Provisions pursuant to which one party appoints another as attorney-in-fact or
otherwise authorizes a party to take actions on behalf of another.
Based on and subject to the foregoing and subject to the exceptions, qualifications and limitations
hereinafter set forth, we express the following opinions:
1.
The Authority is duly organized, validly existing and in good standing under the Power
Authority Act, Title 1 of Article 5 of the Public Authorities Law, Chapter 43-A of the Consolidated Laws
of the State of New York, as amended, as a corporate municipal instrumentality and political subdivision
of the State of New York, and is duly qualified to transact business in the State of New York.
2.
The Authority has the necessary power and authority to execute, deliver and perform all
its obligations under the Agreement and the Financing Agreement, under the New York State
Constitution and the laws of the State of New York.
3.
The Agreement and the Financing Agreement have been duly authorized, executed and
delivered by all requisite action on the part of the Authority.
4.
The execution, delivery and performance of the Agreement and the Financing Agreement
do not require any consent, other than such consents as have been obtained, or violate any applicable law.
5.
The Agreement and the Financing Agreement constitute the valid and binding obligation
of the Authority, enforceable against the Authority in accordance with their terms under the New York
State Constitution and the laws of the State of New York.

Our opinions expressed in paragraphs 1 and 3 are based solely upon the opinion of the
Authoritys General Counsel of even date herewith, without independent investigation. To our
knowledge there are no facts or information that would lead us to believe that such reliance is not
justified. A copy of such opinion is attached hereto and it is understood, with your consent, that
you are relying exclusively upon such opinion with respect to the substantive matters addressed
in paragraphs 1 and 3 above.
Our opinions are subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws affecting the rights and remedies of creditors
generally and to general principles of equity, regardless of whether considered in a proceeding in
equity or at law.
Our opinions are also subject to the effect of rules of law that:
C-3

(a)
limit or affect the enforcement of provisions of a contract that purport to waive,
or to require waiver of, the obligations of good faith, fair dealing, diligence and reasonableness;
(b)
limit the availability of a remedy under certain circumstances where another
remedy has been elected;
(c)
enforcing rights;

limit the right of a creditor to use force or cause a breach of the peace in

(d)
relate to the sale or disposition of collateral or the requirements of a
commercially reasonable sale;
(e)
may, if less than all of a contract is unenforceable, limit the enforceability of the
remainder of the contract to circumstances in which the unenforceable portion is not an essential part of
the agreed exchange;
(f)
govern and afford judicial discretion regarding the determination of damages and
entitlement to attorneys fees and other costs; and
(g)
permit a party that has materially failed to render or offer performance required
by a contract to cure that failure unless (i) permitting a cure would unreasonably hinder the aggrieved
party from making substitute arrangements for performance, or (ii) it was important in the circumstances
to the aggrieved party that performance occur by the date stated in the contract.
This opinion letter is based as to matters of law solely on the New York State Constitution and
such internal laws of the State of New York (but not including any statutes, ordinances, administrative
decisions, rules or regulations of any political subdivision of the State of New York) and such federal law
that, in each case in our experience, is normally applicable to a transaction of the type contemplated by
the Agreement and the Financing Agreement and to the parties thereto. We express no opinion as to the
law of any jurisdiction other than federal laws, the New York State Constitution and the laws of the State
of New York.
Our advice on each legal issue addressed herein represents our opinion concerning how that issue
would be resolved were it to be considered by the highest court of the jurisdiction upon whose law our
opinion on that issue is based. The manner in which any particular issue would be treated in any actual
court case would depend in part on facts and circumstances peculiar to the case, and our opinions are not
a guaranty of an outcome of any legal dispute which may arise with regard to the Agreement or the
Financing Agreement.
This letter speaks as of the date hereof. We disclaim any obligation to provide you with any
subsequent opinion or advice by reason of any future changes or events which may affect or alter any
opinion rendered herein.
Our opinions regarding the Financing Agreement do not extend to any subsequent financing
agreement that the Authority may enter for purposes of extending or replacing any letter of credit. Our
opinions do not address any matter with regard to any letter of credit.
This letter is being delivered to you in connection with the Agreement and the Financing
Agreement and may not be relied upon by you for any other purpose. This letter may not be relied upon
by, furnished to, referred to, quoted, in whole or part, by, or filed with, any other person without our prior
written consent.
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Very truly yours,

HOLLAND & KNIGHT LLP

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EXHIBIT C-2
FORM OF LEGAL OPINION FROM NYPA GENERAL COUNSEL

[NYPA Letterhead]
August 8, 2016
Holland & Knight LLP
800 17th Street, N.W.
Suite 1100
Washington, D.C. 20006
Entergy Nuclear FitzPatrick, LLC
440 Hamilton Avenue
White Plains, New York 10601
Ladies and Gentlemen:
I am General Counsel of the New York Power Authority (the Authority). This opinion is
furnished to you in connection with the execution and delivery of the Available Funds Agreement, dated
as of August 8, 2016, between the Authority and Entergy Nuclear FitzPatrick, LLC, a Delaware limited
liability company (the Agreement) and a Reimbursement Agreement between the Authority and TD
Bank, N.A., dated August 8, 2016 (the Financing Agreement). Capitalized terms not defined in this
letter have the meanings ascribed to them in the Agreement.
In connection with this opinion letter, I have examined such documents, records and matters of
law as I have deemed necessary or appropriate, including originals or copies, certified or otherwise
identified to my satisfaction, of the Agreement and the Financing Agreement.
Subject to the qualifications set forth below, I hereby advise that in my opinion:
1.
The Authority is duly organized, validly existing and in good standing under the Power
Authority Act, Title 1 of Article 5 of the Public Authorities Law, Chapter 43-A of the Consolidated Laws
of the State of New York, as amended, as a corporate municipal instrumentality and political subdivision
of the State of New York, and is duly qualified to transact business in the State of New York.
2.
The Authority has the necessary power and authority to execute, deliver and perform all
its obligations under the Agreement and the Financing Agreement, under the New York State
Constitution and the laws of the State of New York.
3.
The Agreement and the Financing Agreement have been duly authorized, executed and
delivered by all requisite action on the part of the Authority.
4.
The execution, delivery and performance of the Agreement and the Financing Agreement
do not require any consent, other than such consents as have been obtained, or violate any applicable law.

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5.
The Agreement and the Financing Agreement constitute the valid and binding obligation
of the Authority, enforceable against the Authority in accordance with their terms under the New York
State Constitution and the laws of the State of New York.
I express no opinion herein as to (i) any federal or state securities law, (ii) any tax laws or (iii)
any environmental laws.
I am admitted to the bar of the State of New York. I express no opinion as to the laws of any
jurisdiction other than the laws of the State of New York and the federal laws of the United States of
America, and my opinion is limited to and applies only insofar as such laws may be concerned.
My advice on each legal issue addressed herein represents my opinion concerning how that issue
would be resolved were it to be considered by the highest court of the jurisdiction upon whose law my
opinion on that issue is based. The manner in which any particular issue would be treated in any actual
court case would depend in part on facts and circumstances peculiar to the case, and my opinion is not a
guaranty of an outcome of any legal dispute which may arise with regard to the legal issues addressed in
my opinion.
This opinion is limited to the matters stated herein and no opinion is implied or may be inferred
beyond the matters expressly stated herein.
This opinion letter is provided to you by me as of the date hereof. My opinion is based on my
knowledge of the law and facts as of the date hereof, and I undertake no obligation to update or
supplement this opinion after such date. This opinion letter is furnished by the Authority solely for your
benefit in connection with the provisions of the Agreement and the Financing Agreement, respectively,
and may not be delivered to or relied upon by any other person, without the Authoritys express written
consent.
Very truly yours,

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