22-a

11.0 Termination

11.1 Termination of the Project shall be in accordance with the provisions of this paragraph 11.0 and PMC shall insert provisions in the PMC-BRC contract which will effectuate the provisions of this paragraph 11.0, and it is agreed that although BRC is not a party to this contract, BRC shall have the rights and obligations conferred or imposed upon it under this paragraph 11.0.

11.2 The Project will terminate at the end of the term of this contract (as specified in paragraph 6.1) and it may be terminated at any time (and the affairs of the Project wound up) by common agreement in writing among PMC, BRC, TVA, CE and AEC.

11.3 If at any time any one of BRC, PMC, CE, TVA, or AEC believes that one or more of the Project termination criteria set forth in paragraph 11.4 have been met, and if in the opinion of such party the Project should be terminated on that account, it shall give written notice to the other parties listed above and all parties shall confer and review the situation. If, after conferring and reviewing the situation with the other parties (or after making a good faith effort to do so) such party still desires to terminate the Project for that reason, it shall, not more than 45 days after giving the initial written notice referred to above, give a second written notice to all of the parties listed above, and, unless, within 15 days after the giving of such second notice, one or more of the other parties gives written notice to all other parties that in its good faith judgment, the facts fail to establish that one or more Project termination criteria have been met, the Project shall forthwith terminate, subject to the allowance of a reasonable time for the winding up of Project Activities. If any party gives such notice that in its good faith judgment the facts fail to establish that a Project termination criterion has been met, the matter again shall be referred to all parties for consultation. If within 30 days after receipt

of such notice, any three or more of the parties give notice in writing that in their good faith judgment a Project termination criterion has been met, the Project shall, subject to winding up Project Activities, terminate on the tenth day following such notice unless on or before the tenth day after such notice any one of the parties who gave notice of its disagreement that a Project termination criterion had been met, elects, by written demand served upon the other parties, to postpone actual termination of the Project for a reasonable period of time (not to exceed six months), provided that such party shall furnish with such demand a certificate signed by the head of such party (as defined in paragraph 2.3.5 with respect to AEC, TVA and CE and similar officials of PMC and BRC) to the effect that such party in good faith believes that within said period it can correct the conditions due to which each relevant Project termination criterion has been judged to have seen met. If such party successfully corrects such conditions within said period the Project shall continue. No party shall be deemed to have waived its right to utilize the foregoing termination procedures by reason of its acquiescence in the existence or continuation of facts or conditions constituting a Project termination criterion.

11.4 The following shall constitute Project termination criteria:

11.4.1 Despite the best efforts of TVA and PMC:

(1) Any necessary governmental permit, license, authorization or approval required for the construction or operation of the Plant shall not have been secured within six months following the scheduled time for such action on PSC's approved Project schedules, and the Project is seriously delayed or hindered thereby, or

(2) There continues to exist for six months a revocation, suspension or loss of the right to proceed under any necessary permit, license, authorization, or approval, and the Project is seriously delayed or hindered thereby.

11.4.2 The conditions precedent to the start of construction set forth in paragraph 5.2 have not been met within six months from the date PMC certified it was otherwise ready to start construction and (but for the failure of said conditions to have been satisfied) had all necessary legal or Governmental authority to do so.

11.4.3 Despite the best efforts of PMC and TVA, they have failed to obtain indemnification coverage under or substantially comparable in scope and in respect of persons indemnified to that required by the provisions of Section 170 of the Atomic Energy Act of 1954, as amended, when said coverage is reasonably required for the Project.

11.4.4 Upon consideration of all available resources, including loans to PMC secured by utility contribution agreements, and AEC's efforts to obtain additional funds pursuant to paragraph 4.1.4, it appears at any time that there are or will soon be insufficient Project resources (including funds to cover the cost of the turbine-generator, auxiliary equipment, switchyard and associated facilities) to permit the effective conduct of the Project, including full satisfaction of anticipated commitments and contingencies.

11.4.5 There is in existence a final court injunction or administrative order with respect to which all times for appeal have run which prevents the Project from proceeding to conclusion in a manner permitting the attainment of essential Project objectives.

11.4.6 For technical or environmental reasons the essential

Project objectives cannot be realized.

11.5 For the purpose of this paragraph 11.5, "Accounting Date" means the date as of which the initial accounting called for under this paragraph is made; "Project Costs" means expenditures made and liabilities incurred by PMC (or by AEC directly to CE or TVA) in connection with Project Activities from January 13, 1972, to the Accounting Date, including costs of terminating and winding up the Project, and reasonable reserves established against future liabilities, but excluding any costs and liabilities associated with the custody, decommissioning or removal of the LMFBR Demonstration Plant, and less any sums paid to PMC or credited against PMC costs (1) by reactor manufacturers, other suppliers, or CE or TVA, as contributions to the

Project, or (2) by TVA for the value of energy or acquisition of the
LMFBR Demonstration Plant pursuant to paragraphs D-10.0 and D-11.0;
"AEC Funds" means the aggregate amount of money paid or committed
to be paid to PMC (or TVA or CE) by AEC and available for Project
Costs; "Utility Funds" means the aggregate amount of money paid or
committed to be paid in the future to PMC (or on PMC's account
to a Project creditor of PMC) by BRC pursuant to the PMC-BRC contract,
or by any electric utility or electric system pursuant to its utility
contribution agreements, plus any interest earned thereon by PMC.

Notwithstanding the source of money theretofore expended or committed by PMC, as of the Accounting Date, following termination and winding up of the Project and when all Project Costs have been satisfied or reserved against, the following accounting shall be made: An amount equal to onehalf of all Project Costs shall be allocated to an AEC account to the extent that said allocable amount represents Project Costs properly chargeable to AEC funds under the then provisions of this contract. The remainder of all Project Costs shall be allocated to a Utility account, to the extent of Utility funds. To the extent that any amount of Project Costs is not, because of the foregoing limitations, allocated to such accounts, it shall be allocated to a Project account, and the other provisions of this contract respecting the provision of additional funds to the Project, or the satisfaction of Project Costs shall apply.

Thereafter, when all Project Costs have been satisfied, or when a final accounting can reasonably and appropriately be made, a final accounting shall be made to reflect actual Project Costs, and a final allocation as provided in the preceding paragraph shall be made. There shall then be a settlement, based on the foregoing final accounting, and taking into account the actual amounts paid for Project Costs through the date of final accounting by AEC, and by BRC, electric utilities or electric systems, to the end that there shall be made, out of remaining funds, (a) a refund to AEC of any credit balance in the AEC account and (b) a disposition by PMC, as directed by BRC, of any credit balance in the utility account. Thereupon electric utilities and electric systems shall have no further obligation to make further payments under their utility contribution agreements and PMC shall so notify BRC (which shall in turn notify the electric utilities and electric systems); provided, that nothing herein contained shall be deemed (1) to extend the liability (a) of any electric utility or electric system beyond that specified in its respective utility contribution agreement, (b) of BRC beyond that expressly set forth in the PMC-BRC contract, (c) of CE or TVA beyond that expressly set forth elsewhere in this contract, or (2) to relieve any electric utility or electric system of the obligation to make such payments under its utility contribution agreement as may be necessary to satisfy any loans or other forms of financing for which utility contribution agreements were used as collateral.

It

11.6 Upon termination under this paragraph 11.0 PMC will, out of Project funds, see that provision is made for taking all necessary steps to wind up Project affairs in an orderly manner. is understood, however, that none of the custodial, removal, decommissioning, or other costs for which AEC may become liable pursuant to paragraph 10.0 shall be deemed to be costs of winding up Project

affairs.

11.7 AEC will endeavor to secure the necessary legislative authority (or confirmation of existing authority which is satisfactory to the parties), permitting the amendment of this contract so as to provide that, in the event of disagreement among the parties on the factual issue of whether one or more Project termination criteria have been met, the issue shall be submitted to the American Arbitration Association, or to some other appropriate forum, for expedited and binding arbitration. AEC will consult with BRC, PMC, CE and TVA on the form of such legislative authorization. Upon effectiveness of such legislative authorization, or confirmation of existing authorization, this contract shall be promptly amended to provide for the type of expedited and binding arbitration described above.

12.0 Subcontractor Disputes

12.1 PMC shall incorporate the following clause, with respect to disputes between PMC and its contractors (other than CE, TVA and BRC), in any contract with a reactor manufacturer and in any other contract (other than contracts with CE, TVA and BRC) for the acquisition of supplies, equipment, and services in connection with the Project:

"Except as otherwise provided in this contract, any disputes concerning a question of fact arising under this contract which are not disposed of by agreement shall be decided by the PMC General Manager who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the contractor. The decision of the PMC General Manager shall be final and conclusive unless within 30 days from date of receipt of such copy the contractor mails or otherwise furnishes to the PMC General Manager a written appeal addressed to the AEC Board of Contract Appeals. The decision of the Board of Contract Appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the parties shall be afforded an opportunity to be heard and to offer evidence in support of their positions. Pending final decision of a dispute hereunder, the contractor shall proceed diligently with the performance of the contract and in accordance with the decision of the