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Exhibit 2.3

CLOSING AGREEMENT

        This CLOSING AGREEMENT, dated as of August     , 2010 (the "Agreement") is by and among EXELON GENERATION COMPANY, LLC, a Pennsylvania limited liability company ("Seller"), ZIONSOLUTIONS, LLC, a Delaware limited liability company ("Buyer"), ENERGYSOLUTIONS LLC, a Utah limited liability company ("Buyer's Parent"), and ENERGYSOLUTIONS, INC, a Delaware corporation ("Guarantor"). Seller, Buyer, Buyer's Parent, and Guarantor are referred to individually as a "Party" and collectively as the "Parties."

RECITALS

        WHEREAS, the Parties have entered into the Asset Sale Agreement, dated as of December 11, 2007, and the Amendment to Asset Sale Agreement, dated as of August 17, 2009 (together, the "Asset Sale Agreement") by and among Seller, Buyer, Buyer's Parent, and Guarantor, pursuant to which Seller agreed, subject to the terms and conditions of the Asset Sale Agreement, to, among other things, sell, assign, convey, transfer and deliver all of its right, title and interest to the Zion Assets to Buyer;

        WHEREAS, Buyer's Parent has entered into the Performance Guaranty, dated as of December 11, 2007 (the "Performance Guaranty") pursuant to which Buyer's Parent has agreed to guarantee, when due, all obligations of Buyer under the Asset Sale Agreement, the Lease Agreement, the Put Option Agreement, and the Assignment and Assumption Agreement;

        WHEREAS, Guarantor has entered into the Guaranty, dated as of December 11, 2007 (the "Guaranty") pursuant to which Guarantor has agreed to guarantee, when due, all obligations of Buyer under the Asset Sale Agreement, the Lease Agreement, the Put Option Agreement, and the Assignment and Assumption Agreement and all obligations of Buyer's Parent under the Asset Sale Agreement and other agreements described in the Guaranty; and

        WHEREAS, the Parties desire to make various agreements in connection with the intended Closing of the transactions contemplated by the Asset Sale Agreement;

        NOW, THEREFORE, in consideration for the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows:

1.    DEFINITIONS AND RULES OF CONSTRUCTION.    

1.1.

Defined Terms. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Asset Sale Agreement.



1.2.

Interpretive Matters. The rules of interpretation and construction set forth in Section 1.2 of the Asset Sale Agreement shall apply to this Agreement.

2.    AMENDMENTS TO AGREEMENTS; CLOSING DELIVERIES.    

2.1.

Asset SaleAgreement. The Asset Sale Agreement, other than the Exhibits and Schedules attached thereto or incorporated therein by reference, is amended to conform to the copy of the Asset Sale Agreement attached hereto as Appendix A.



2.2.

Ancillary Agreements. The form of each Ancillary Agreement attached as an Exhibit to the Asset Sale Agreement is amended to conform to the form of each such agreement or instrument executed and delivered on the Closing Date. Buyer's Parent and Guarantor represent and warrant to Seller that the land described in Exhibit A to the Irrevocable Easement for Disposal Capacity and defined therein as the "Easement Area" represents all land in Tooele County, Utah, legally or beneficially owned by Buyer's Parent that is used or useful by Buyer's Parent for the disposal of Class A Low Level Waste and currently licensed for such use. This representation and warranty shall be deemed to be a representation and warranty made by Buyer's Parent and Guarantor in the Asset Sale Agreement for purposes of the indemnification provisions of Section 8.1.1 of the Asset Sale Agreement.

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2.3.

Schedules. Schedule 2.2.17 to the Asset Sale Agreement is amended to conform to Schedule 2.2.17 attached to this Agreement. The Asset Sale Agreement is amended to include a new Schedule 6.12.5 in the form of Schedule 6.12.5 attached to this Agreement.



2.4.

Closing Deliveries. Buyer acknowledges receipt of the information and documents Seller is required to deliver to Buyer under Sections 3.4.11, 3.4.12, and 3.4.13 of the Asset Sale Agreement. The Parties agree that documents of title for vehicles and rolling stock included in the Zion Assets will be delivered to Buyer at the Zion Station Site immediately following the Closing.



2.5.

Property Tax Pro-Rations. Seller has paid and has received reimbursement from the QDF or NDF for 2009 property taxes payable in 2010. Schedule 6.12.5 includes a reimbursement to Seller from the QDF on August 31, 2010, for the expense Seller has accrued for the first installment of 2010 property taxes that will be due and payable in 2011. Schedule 6.12.5 also includes a provision to reimburse Seller from the NDF for the estimated expense Seller has accrued for a portion of the second installment of estimated 2010 property taxes that will be due and payable in 2011. Buyer will pay the balance of the second installment of 2010 property taxes that will be due and payable in 2011. The portion of 2010 property taxes allocable to Seller and Buyer shall be determined on a pro-rata basis in accordance with Section 5.2 of the Lease Agreement. Buyer shall notify the appropriate taxing authorities to deliver directly to Buyer all statements and invoices for property taxes, effective as of the Closing Date.



2.6.

Waiver. Seller waives the requirement in Section 6.2.2 of the Credit Support Agreement for delivery of annual audited financial statements, provided that Buyer's Parent delivers unaudited statements together with a certificate of the chief financial officer of Buyer's Parent to the effect that such financial statements are prepared in accordance with generally accepted accounting principles and fairly present the consolidated financial condition of Buyer's Parent as of the date thereof and the results of operations for the period then ended. This waiver is revocable in Seller's discretion by giving Buyer's Parent at least 180 days prior notice.

3.    CLOSING.    

        The Closing shall take place on September 1, 2010, subject to the satisfaction of the conditions to Closing set forth in the Asset Sale Agreement and subject to the additional condition that the estimated aggregate fair market value of the net assets to be transferred to the Buyer QDF and Buyer NDF shall be not less than $770 million after giving effect to the QDF and NDF transactions and NDF holdbacks described on Schedule 6.12.5 attached hereto. The Closing shall take place at 8:00 A.M., Chicago Time, at the offices of Exelon Corporation, 10 South Dearborn Street, Chicago, Illinois.

4.    CONFIRMATION OF GUARANTEES.    

4.1.

Guarantor consents to the amendments and modifications of the Asset Sale Agreement and the Ancillary Agreements that may affect the obligations of Guarantor under the Guaranty and confirms its continuing obligation under the Guaranty.



4.2.

Buyer's Parent consents to the amendments and modifications of the Asset Sale Agreement and the Ancillary Agreements that may affect the obligations of Buyer's Parent under the Performance Guaranty and confirms its continuing obligations under the Performance Guaranty.

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5.    MISCELLANEOUS PROVISIONS.    

5.1.

Amendment and Modification.

        Subject to applicable law, this Agreement may be amended, modified or supplemented only by written agreement of Seller, Buyer, Buyer's Parent, and Guarantor.

5.2.

Effect of this Agreement.

        Except as further amended and modified by this Agreement, the Asset Sale Agreement remains in full force and effect in accordance with its terms. As used in the Asset Sale Agreement, references to "this Agreement" and the words "herein", "hereof", "hereunder" and words of similar import shall be deemed references to the Asset Sale Agreement as amended by this Agreement; references in the Asset Sale Agreement to the "Ancillary Agreements" shall be deemed references to the Ancillary Agreements as amended by this Agreement as the same may be amended from time to time; references in the Ancillary Agreements to the "Asset Sale Agreement" shall be deemed references to the Asset Sale Agreement as amended by this Agreement; and references to "Schedules" in the Asset Sale Agreement shall be deemed references to the Schedules as amended by this Agreement.

5.3.

Governing Law.

        This Agreement shall be governed by and construed in accordance with the law of the State of Illinois (without giving effect to conflict of law principles) as to all matters, including matters of validity, construction, effect, performance and remedies.

5.4.

Counterparts.

        This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.5.

Severability.

        Any term or provision of this Agreement that is held invalid or unenforceable in any situation shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.

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        IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

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APPENDIX A

AMENDED AND RESTATED ASSET SALE AGREEMENT

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ZION NUCLEAR POWER STATION, UNITS 1 AND 2

ASSET SALE AGREEMENT

BY AND AMONG

EXELON GENERATION COMPANY, LLC
as SELLER,

ZIONSOLUTIONS,  LLC
as BUYER,

ENERGYSOLUTIONS, LLC
as BUYER'S PARENT

and

ENERGYSOLUTIONS, INC.
as GUARANTOR

DECEMBER 11, 2007

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TABLE OF CONTENTS

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LIST OF EXHIBITS

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ASSET SALE AGREEMENT

        This ASSET SALE AGREEMENT, dated as of December 11, 2007 (the "Agreement"), is by and among EXELON GENERATION COMPANY, LLC, a Pennsylvania limited liability company ("Seller"), ZIONSOLUTIONS, LLC, a Delaware limited liability company ("Buyer"), ENERGYSOLUTIONS, LLC, a Utah limited liability company ("Buyer's Parent"), and ENERGYSOLUTIONS, INC. a Delaware corporation ("Guarantor"). Seller, Buyer, Buyer's Parent and Guarantor are referred to individually as a "Party" and collectively as the "Parties."

RECITALS

        WHEREAS, Seller owns a one hundred percent (100%) undivided interest in the Zion Energy Center, Units 1 and 2 ("Zion Units"), located in Zion, Illinois, and certain facilities and other assets associated therewith and ancillary thereto, and is the holder of NRC Operating License Nos. DPR-39 (for Zion Unit 1) and DPR-48 (for Zion Unit 2);

        WHEREAS, Buyer desires to purchase and assume, and Seller desires to sell and assign, the Zion Assets (as defined below) and certain associated liabilities, upon the terms and conditions set forth in this Agreement;

        WHEREAS, upon Closing, Seller and Buyer shall execute a Lease Agreement and a Put Option Agreement in the form of Exhibit C and Exhibit D, respectively;

        WHEREAS, upon the execution of this Agreement, Buyer's Parent has executed and delivered a Performance Guaranty to provide additional assurances of the payment and performance, when due, of all obligations of Buyer under this Agreement, the Lease Agreement, the Put Option Agreement and other specified Ancillary Agreements, and Guarantor has executed and delivered a Guaranty to provide additional assurances of the payment and performance, when due, of all obligations of Buyer under this Agreement, the Lease Agreement, the Put Option Agreement and other specified Ancillary Agreements and the obligations of Buyer's Parent under this Agreement and the Ancillary Agreements to which Buyer's Parent is a party;

        WHEREAS, upon Closing Buyer's Parent shall execute and deliver to Seller a Pledge Agreement, in the form of Exhibit E, to secure the obligations of Buyer's Parent under the Performance Guaranty;

        WHEREAS, upon Closing, Buyer's Parent and Guarantor shall execute and deliver to Seller a Credit Support Agreement, in the form of Exhibit F, to secure the obligations of Buyer's Parent under the Performance Guaranty and the obligations of Guarantor under the Guaranty;

        WHEREAS, upon Closing Buyer's Parent or Guarantor shall procure and deliver to the Buyer Backup NDT an Irrevocable Letter of Credit, in the form required by the Credit Support Agreement, and Buyer's Parent shall execute and deliver to the Backup NDT the Irrevocable Easement for Disposal Capacity, in the form of Exhibit G, and the Disposal Services Agreement, in the form of Exhibit H, which, together with the Irrevocable Letter of Credit will constitute the Disposal Capacity Asset established to further secure the obligations of Buyer's Parent under the Performance Guaranty and the obligations of Guarantor under the Guaranty.

        NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the Parties agree as follows:

6.    DEFINITIONS    

        6.1.    Definitions.    

        As used in this Agreement, the following terms have the meanings specified in this Section 6.1.

        (1)    "Affiliate" has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

        (2)    "Agreement" means this Asset Sale Agreement together with the Schedules and Exhibits hereto, as the same may be from time to time amended.

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        (3)    "Ancillary Agreements" means the Assignment and Assumption Agreement, the Bill of Sale, the Lease Agreement, the Put Option Agreement, the Guaranty, the Performance Guaranty, the Pledge Agreement, the Credit Support Agreement, the Irrevocable Letter of Credit, the Irrevocable Easement for Disposal Capacity, the Disposal Services Agreement, the Decommissioning Planning Contract, and the Leased Personnel Agreement as the same may be amended from time to time.

        (4)    "ANI" means American Nuclear Insurers, or any successors thereto.

        (5)    "Assignment and Assumption Agreement" means the Assignment and Assumption Agreement between Seller and Buyer in the form of Exhibit A.

        (6)    "Association" has the meaning set forth in Section 6.21.9.

        (7)    "Assumed Liabilities" has the meaning set forth in Section 7.3.

        (8)    "Atomic Energy Act" means the Atomic Energy Act of 1954, as amended, 42 U.S.C. Section 2011 et seq.

        (9)    "Authorized Officer" means the chief financial officer, the chief accounting officer, or the principal project management officer of Buyer or any other responsible officer or employee of Buyer reasonably satisfactory to Seller.

        (10)    "Bill of Sale" means the Bill of Sale, in the form of Exhibit B.

        (11)    "Business Books and Records" has the meaning set forth in Section 7.1.9.

        (12)    "Business Day" shall mean any day other than Saturday, Sunday and any day on which banking institutions in the State of Illinois are authorized by law or other governmental action to close.

        (13)    "Buyer" has the meaning set forth in the preamble.

        (14)    "Buyer Backup NDT" has the meaning set forth in Section 6.12.6.

        (15)    "Buyer Indemnitee" has the meaning set forth in Section 8.1.2.

        (16)    "Buyer Letter" means the letter from Buyer to Seller, dated the date hereof, which refers to this Agreement and is designated therein as the Buyer Letter and is organized in Schedules corresponding to Sections in Article 5 of this Agreement.

        (17)    "Buyer NDF" means the external trust fund, if any, maintained by Buyer after the Closing with respect to the Facilities for purposes of Decommissioning which does not meet the requirements of Code Section 468A and Treas. Reg. § 1.468A-5.

        (18)    "Buyer Material Adverse Effect" has the meaning set forth in Section 10.3.1.

        (19)    "Buyer QDF" means the external trust fund maintained by Buyer after the Closing with respect to the Facilities for purposes of Decommissioning which the IRS has determined prior to the Closing Date meets the requirements of Code Section 468A and Treas. Reg. § 1.468A-5.

        (20)    "Buyer's Parent" has the meaning set forth in the preamble.

        (21)    "Byproduct Material" means any radioactive material (except Special Nuclear Material) yielded in, or made radioactive by, exposure to the radiation incident to the process of producing or utilizing Special Nuclear Material.

        (22)    "Class A Low Level Waste" means Low Level Waste whose physical form and characteristics meet the minimum requirements set forth in 10 C.F.R. § 61.56(a) but are not

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Greater Than Class C Waste and not classified as Class B or Class C Low Level Waste under 10 C.F.R. § 61.55(a)(2).

        (23)    "Clive, Utah Facility" means the facility operated by Buyer's Parent in Clive, Utah, which is licensed to dispose of Class A Low Level Waste.

        (24)    "Closing" has the meaning set forth in Section 8.1.

        (25)    "Closing Date" has the meaning set forth in Section 8.1.

        (26)    "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the rules and regulations promulgated thereunder.

        (27)    "Code" means the Internal Revenue Code of 1986, as amended.

        (28)    "ComEd" means Commonwealth Edison Company, an Illinois corporation, and its successors and assigns.

        (29)    "Collective Bargaining Agreements" means the Collective Bargaining Agreement among IBEW Local 15, Seller, ComEd and Exelon Business Services Company and the Memorandum Regarding the Redeployment Related to the Closing of Zion Generating Station dated June 2, 1998.

        (30)    "Commercially Reasonable Efforts" mean efforts which are designed to enable a Party, directly or indirectly, to expeditiously satisfy a condition to, or otherwise assist in the consummation of, the transactions contemplated by this Agreement and which do not require the performing Party to expend any funds or assume Liabilities other than expenditures and Liability assumptions which are customary and reasonable in nature and amount in the context of the transactions contemplated by this Agreement; provided that any and all requirements imposed by the NRC shall be deemed customary and reasonable.

        (31)    "Confidentiality Agreements" means the Confidentiality and Non-Disclosure Agreement, dated March 21, 2006, between Seller and Buyer's Parent, and the letter agreement, dated April, 17, 2006, between Exelon Nuclear and Buyer's Parent.

        (32)    "Cost Escalation Factor" as of any date of determination of NDT Rate of Return means the sum of (i) seventy percent (70%) of the simple average annual percent change in the Inflation Index over the period of twenty (20) consecutive calendar quarters ended prior to the date of determination, plus (ii) thirty percent (30%) of the simple average annual percent change in the Inflation Forecast over a period of twenty (20) consecutive calendar quarters beginning with the calendar quarter immediately following the twenty (20) calendar quarter period referred to in the preceding clause (i).

        (33)    "Costs to Completion" as of any date of determination means the aggregate projected costs and expenses, including contingency reserves, to achieve the Site Restoration Milestones, the Target Completion Date, and End State Conditions in accordance with the then current Project Schedule, excluding Retention, and without giving effect to any further extension of the schedule for such work by reason of conditions of Force Majeure or Schedule Extension Conditions that have not yet occurred as of the date of determination.

        (34)    "Credit Support Agreement" means the credit support agreement among the Parties in the form of Exhibit F.

        (35)    "Decommission" and "Decommissioning" mean (i) the dismantlement and removal of the Facilities and any reduction or removal of radioactivity at the Zion Station Site to a level that permits the release of all or any specified portion of the Zion Station Site for unrestricted use, as specified in 10 CFR 20.1402; (ii) all other activities necessary for the retirement, dismantlement,

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decontamination and/or storage of the Facilities to comply with all applicable Nuclear Laws and Environmental Laws, including the applicable requirements of the Atomic Energy Act and the NRC's rules, regulations, orders and pronouncements thereunder; and (iii) any planning and administrative activities incidental thereto; provided, however, that compliance with Environmental Laws shall not be required for any activities described in (ii) and (iii) relating to the Switchyard.

        (36)    "Decommissioning Planning Contract" means the Decommissioning Planning Contract, if any, between Seller and Buyer (or an Affiliate of Buyer).

        (37)    "Deferred Receivables" as of any date of determination means the aggregate of costs incurred by Buyer to achieve End State Conditions that are not reimbursed to Buyer from the Buyer QDF or the Buyer NDF by reason of either: (1) the requirements of clause (b) of Section 6.21.6; (2) the requirements of the first sentence of Section 6.21.7; (3) any election of Buyer to defer or forego reimbursement of such costs under clause (b) of Section 6.21.10; or (4) the requirements of Section 6.3 of the Lease Agreement.

        (38)    "Department of Energy" or "DOE" means the United States Department of Energy and any successor agency thereto.

        (39)    "Department of Energy Decommissioning and Decontamination Fees" means all fees related to the Department of Energy's Special Assessment of utilities for the Uranium Enrichment Decontamination and Decommissioning Funds pursuant to Sections 1801, 1802 and 1803 of the Atomic Energy Act and the Department of Energy's implementing regulations at 10 C.F.R. Part 766, as those statutes and regulations exist at the time of execution of this Agreement, applicable to separative work units purchased from the Department of Energy in order to decontaminate and decommission the Department of Energy's gaseous diffusion enrichment facilities.

        (40)    "Department of Justice" means the United States Department of Justice and any successor agency thereto.

        (41)    "Direct Claim" has the meaning set forth in Section 13.2.4.

        (42)    "Disposal Capacity Asset" means the Irrevocable Easement for Disposal Capacity and the Disposal Services Agreement to be executed and delivered on the Closing Date, which together provide for an assignable and marketable asset created for the benefit of the Backup NDT through an irrevocable right to capacity at the Clive, Utah Facility for the disposal of any or all of the WAC-compliant Class A Low Level Waste situated in the Zion Station Site as of the occurrence of any Event of Default, at the Clive, Utah Facility without any payments or other obligation to Buyer, Buyer Parent or their Affiliates.

        (43)    "Disposal Services Agreement" means the disposal services agreement in the form of Exhibit H.

        (44)    "Easements" means, with respect to the Zion Assets, the easements, licenses and access rights to be granted by the appropriate party by or pursuant to the Facilities, Operation and Easement Agreement dated as of January 12, 2001, and recorded in the Office of the Recorder of Deeds, Lake County, Illinois on January 23, 2001 as Document No. 4635121, and re-recorded on February 20, 2001, as Document No. 4647301, as amended by the Amendment to Easement to be executed on or before the Closing Date, including, without limitation, easements authorizing access, use, maintenance, construction, repair, replacement and other activities by the parties thereto.

        (45)    "Encumbrances" mean any mortgages, pledges, liens, security interests, conditional and installment sale agreements, conservation easements, deed restrictions, easements, encumbrances and charges of any kind.

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        (46)    "End State Conditions" has the meaning set forth in the Put Option Agreement.

        (47)    "End State Date" has the meaning set forth in the Put Option Agreement.

        (48)    "Energy Reorganization Act" means the Energy Reorganization Act of 1974, as amended.

        (49)    "Environment" means all soil, real property, air, water (including surface waters, streams, ponds, drainage basins and wetlands), groundwater, water body sediments, drinking water supply, stream sediments or land, including land surface or subsurface strata, including all fish, plant, wildlife, and other biota and any other environmental medium or natural resource.

        (50)    "Environmental Claim" means any and all written communications alleging potential Liability, administrative or judicial actions, suits, orders, liens, notices alleging Liability, notices of violation, investigations which have been disclosed in writing to Seller, complaints, requests for information relating to the Release or threatened Release into the Environment of Hazardous Substances, proceedings, or other written communication, whether criminal or civil, pursuant to or relating to any applicable Environmental Law by any Person (including any Governmental Authority) based upon, alleging, asserting, or claiming any actual or potential (i) violation of, or Liability under any Environmental Law; (ii) violation of any Environmental Permit; or (iii) Liability for investigatory costs, cleanup costs, removal costs, remedial costs, response costs, monitoring costs, natural resource damages, property damage, personal injury, fines, or penalties arising out of, based on, resulting from, or related to the presence, Release, or threatened Release into the Environment of any Hazardous Substances at any location related to the Zion Station Site, including, but not limited to, any off-Zion Station Site location to which Hazardous Substances, or materials containing Hazardous Substances, were sent.

        (51)    "Environmental Clean-up Site" means any location which is listed or formally proposed for listing on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System, or on any similar state list of sites requiring investigation or cleanup, or which is the subject of any action, suit, proceeding or investigation which has been disclosed in writing to Seller for any alleged violation of any Environmental Law, or at which there has been a Release, or, to the Knowledge of Seller, a threatened or suspected Release, of a Hazardous Substance.

        (52)    "Environmental Laws" means all Laws, other than Nuclear Laws, in effect at any time prior to the earlier of the Put Option Closing or termination of the NRC Licenses regarding pollution or protection of the Environment, the conservation and management of land, natural resources and wildlife or human health and safety or the Occupational Safety and Health Act (only as it relates to Hazardous Substances), including, without limitation, Laws regarding Releases or threatened Releases of Hazardous Substances (including, without limitation, Releases to ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport, disposal or handling of Hazardous Substances. "Environmental Laws" include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Oil Pollution Act (33 U.S.C. §§ 2701 et seq.), the Emergency Planning and Community Right to-Know Act (42 U.S.C. §§ 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) only as it relates to Hazardous Substances, and all other Laws, other than Nuclear Laws, analogous to any of the above.

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        (53)    "Environmental Liabilities" means (i) any Liability relating to the disposal, storage, transportation, discharge, release, recycling, or the arrangement for such activities of Hazardous Substances from the Zion Station Site; (ii) the presence of Hazardous Substances in, on or under the Zion Station Site regardless of how the Hazardous Substances came to rest at, on or under the Zion Station Site; (iii) the failure of the Zion Station Site to be in compliance with any Environmental Laws; and (iv) any other act or omission, or condition existing with respect to the Zion Assets or the Zion Station Site that gives rise to any Liability under Environmental Laws.

        (54)    "Environmental Permit" means any federal, state or local permits, licenses, approvals, consents, registrations or authorizations required by any Governmental Authority under or in connection with any Environmental Law including any and all orders, consent orders or binding agreements issued or entered into by a Governmental Authority under any applicable Environmental Law.

        (55)    "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the applicable rules and regulations promulgated thereunder.

        (56)    "ERISA Affiliate" has the meaning set forth in Section 7.4.17.

        (57)    "Event of Default" has the meaning set forth in the Pledge Agreement.

        (58)    "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        (59)    "Excluded Assets" has the meaning set forth in Section 7.2.

        (60)    "Excluded Environmental Liabilities" means (i) all Environmental Liabilities existing as of the Closing Date and not disclosed to Buyer that are known to, or should reasonably have been known (without independent investigation or inquiry) by, the officers and employees of Seller or its Affiliates listed in Schedule 4.9; (ii) all Environmental Liabilities relating to the Switchyard, other than liabilities for Decommissioning; and (iii) all Environmental Liabilities arising after the earlier of the Put Option Closing or the termination of the NRC Licenses following completion of Decommissioning.

        (61)    "Excluded Liabilities" has the meaning set forth in Section 7.4.

        (62)    "Facilities" means the plant, facilities, equipment, supplies and improvements which are included in the Zion Assets, including, the Zion Units.

        (63)    "Federal Trade Commission" means the United States Federal Trade Commission or any successor agency thereto.

        (64)    "Force Majeure" has the meaning set forth in the Lease Agreement.

        (65)    "Good Utility Practices" means any of the practices, methods and activities generally accepted in the electric utility industry in the United States of America as good practices applicable to non-operating nuclear generating facilities of similar design, size and capacity and consistent with past practice at the Facilities or any of the practices, methods or activities which, in the exercise of reasonable judgment by a prudent Person that owns or possesses non-operating nuclear generating facilities in light of the facts known at the time the decision was made (other than the fact that such Person is in the process of selling the facility), could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, expedition and applicable Laws including Nuclear Laws and Laws relating to the protection of public health and safety. Good Utility Practices are not intended to be limited to the optimal practices, methods or acts to the exclusion of all others, but rather to be practices, methods or acts generally accepted in the electric utility industry in the United States of America.

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        (66)    "Governmental Authority" means any federal, state, local, provincial, foreign, international or other governmental, regulatory or administrative agency, taxing authority, commission, department, board, or other governmental subdivision, court, tribunal, arbitrating body or other governmental authority.

        (67)    "Greater Than Class C Waste" means all radioactive waste located at the Zion Station Site that contains radionuclide concentrations exceeding the values in Table 1 or Table 2 of 10 CFR 61.55, and therefore is currently not generally acceptable for disposal at existing (near surface) low level radioactive waste disposal facilities and any such radioactive waste created during the course of Decommissioning.

        (68)    "Guaranty" means the guaranty dated the date hereof, pursuant to which Guarantor has guaranteed the payment and performance of the obligations of Buyer under this Agreement and specified Ancillary Agreements and the obligations of Buyer's Parent under this Agreement and the Ancillary Agreements to which Buyer's Parent is a party.

        (69)    "Guarantor" has the meaning set forth in the preamble.

        (70)    "Hazardous Substances" means: (i) any petroleum, asbestos, asbestos-containing material, and urea formaldehyde foam insulation and transformers or other equipment that contains polychlorinated biphenyls; (ii) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "hazardous constituents," "restricted hazardous materials," "extremely hazardous substances," "toxic substances," "contaminants," "pollutants," "toxic pollutants," "hazardous air pollutants" or words of similar meaning and regulatory effect under any applicable Environmental Law; and (iii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any applicable Environmental Law; excluding, however, any Nuclear Material.

        (71)    "High Level Waste Repository" means a facility which is designed, constructed and operated by or on behalf of the Department of Energy for the storage and disposal of Spent Nuclear Fuel in accordance with the requirements set forth in the Nuclear Waste Policy Act of 1982, as amended.

        (72)    "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        (73)    "ICC" means the Illinois Commerce Commission or any successor agency thereto.

        (74)    "Income Tax" means any Tax (i) based upon, measured by or calculated with respect to net income, profits or receipts (including, without limitation, capital gains Taxes and minimum Taxes); or (ii) based upon, measured by or calculated with respect to multiple bases (including, without limitation, corporate franchise Taxes) if one or more of the bases on which such Tax may be based, measured by or calculated with respect to, is described in clause (i), in each case together with any interest, penalties or additions to such Tax.

        (75)    "Indemnifiable Loss" has the meaning set forth in Section 8.1.1.

        (76)    "Indemnifying Party" has the meaning set forth in Section 13.1.3.

        (77)    "Indemnitee" means either a Seller Indemnitee or a Buyer Indemnitee.

        (78)    "Independent Accounting Firm" has the meaning set forth in Section 11.9.5.

        (79)    "Inflation Forecast" for any calendar quarter means the most recent available forecast of the Consumer Price Index, Services, CUSASNS, for such calendar quarter, as published by Global Insight Company. If the basis for such index is changed, then the Inflation Forecast shall be adjusted in accordance with the conversion factor published by Global Insight Company. If such

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index is discontinued or revised, the index used for purposes of this Agreement shall be adjusted or replaced by the Parties in order to obtain substantially the same result as would be obtained if the Inflation Forecast had not been so discontinued or revised.

        (80)    "Inflation Index" for any calendar quarter means the Consumer Price Index, Services, CUSASNS, for such calendar quarter, as published by Global Insight Company, as such index may be subsequently amended or adjusted by Global Insight Company. If the basis for such index is changed, then the Inflation Index shall be adjusted in accordance with the conversion factor published by Global Insight Company. If such index is discontinued or revised, the index used for purposes of this Agreement shall be adjusted or replaced by the Parties in order to obtain substantially the same result as would be obtained if the Inflation Index had not been so discontinued or revised.

        (81)    "Irrevocable Easement for Disposal Capacity" means the irrevocable easement for disposal capacity at the Clive, Utah Facility in the form of Exhibit G.

        (82)    "Irrevocable Letter of Credit" means the irrevocable letter of credit in the form attached to the Credit Support Agreement.

        (83)    "IRS" means the United States Internal Revenue Service or any successor agency thereto.

        (84)    "ISFSI Island" has the meaning set forth in the Lease Agreement.

        (85)    "Knowledge" means (i) with respect to Buyer, the actual knowledge (based on a reasonable inquiry, except as otherwise provided in Section 10.8) of appropriate employees of Buyer, Buyer's Parent or Guarantor or the corporate officers who are charged with responsibility for the particular function relating to the specific matter of the inquiry; and (ii) with respect to Seller, the actual knowledge (based on a reasonable inquiry except as otherwise provided in the definition of Excluded Environmental Liabilities, Section 4.9 and Section 4.19) of the employees and executive officers of Seller listed in the Seller Letter who are charged with responsibility for the particular function relating to the specific matter of the inquiry.

        (86)    "Law or Laws" means all laws, rules, regulations, codes, statutes, ordinances, decrees, treaties, and/or administrative orders of any Governmental Authority including administrative and judicial interpretations thereof and common law.

        (87)    "Lease Agreement" means the lease agreement in the form of Exhibit C.

        (88)    "Leased Personnel Agreement" means the leased personnel agreement among Seller, Buyer and Buyer's Parent in the form of Exhibit J.

        (89)    "Liability" or "Liabilities" means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) other than any liability for Taxes. Without limiting the generality of the foregoing, in the case of the NRC License, "Liabilities" shall include the NRC Commitments.

        (90)    "Licenses" has the meaning set forth in Section 4.13.1.

        (91)    "Loss" or "Losses" means any and all damages, fines, fees, penalties, deficiencies, losses and expenses (including all Remediation costs, fees of attorneys, accountants and other experts, or other expenses of litigation or proceedings or of any claim, default or assessment).

        (92)    "Low Level Waste" means radioactive material that: (i) is neither Spent Nuclear Fuel as defined herein, nor Byproduct Material; and (ii) the NRC, consistent with existing law and clause (i) above classifies as low-level radioactive waste.

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        (93)    "Major Budget Category" has the meaning set forth in Section 6.21.1.

        (94)    "Material Letter of Credit Default" has the meaning set forth in the Credit Support Agreement.

        (95)    "NDF" means the external trust fund maintained by Seller with respect to the Facilities for purposes of Decommissioning which does not meet the requirements of Code Section 468A and Treas. Reg. § 1.468A-5.

        (96)    "NDT Rate of Return" as of any date of determination of Projected NDT Value means the lesser of (a) 5.7%, (b) a rate equal to 2% plus the applicable Cost Escalation Factor as of the date of determination, in either case after giving effect to all applicable taxes and administrative expenses and any disbursement request pending as of the date of determination; provided, however, that the NDT Rate of Return as of any date of determination after the first anniversary of the Closing Date shall not exceed the actual compound annual rate of return earned by the Buyer QDF and Buyer NDF subsequent to the Closing Date, after giving effect to all applicable taxes and administrative expenses and any disbursement request pending as of the date of determination.

        (97)    "NEIL" means Nuclear Electric Insurance Limited, or any successor thereto.

        (98)    "New VAR Facility" has the meaning set forth in the Lease Agreement.

        (99)    "Non-material Contracts" means those contracts, agreements, personal property leases or other commitments incidental to the ownership, possession, use or maintenance of the Zion Assets that have been entered into by Seller in the ordinary course of business prior to the Closing which either (i) are terminable, without penalty or any other termination related Liability, upon notice of ninety (90) days or less by Seller; or (ii) require the payment or delivery of goods or services with a value of less than One Hundred Thousand Dollars ($100,000) per annum in the case of any individual contract or commitment.

        (100)    "NRC" means the United States Nuclear Regulatory Commission and any successor agency thereto.

        (101)    "NRC Commitments" means all written regulatory commitments identified as such by Seller to the NRC prior to the Closing Date with respect to Zion Unit 1 or Zion Unit 2.

        (102)    "NRC Licenses" means Operating License Nos. DPR-39 and DPR-48, on the basis of which Seller is authorized to possess the Facilities and Nuclear Material prior to the Closing Date, including embedded licenses for possession of Byproduct Material and Special Nuclear Material, and on the basis of which Buyer will be authorized to possess the Zion Units and Nuclear Material after the Closing Date.

        (103)    "Nuclear Insurance Policies" means all nuclear insurance policies carried by or for the benefit of Seller with respect to the ownership, operation or maintenance of the Facilities, including all nuclear liability, property damage and business interruption policies in respect thereof. Without limiting the generality of the foregoing, the term "Nuclear Insurance Policies" includes all policies issued or administered by ANI or NEIL.

        (104)    "Nuclear Laws" means all Laws, other than Environmental Laws, relating to the regulation of nuclear power plants, Source Material, Byproduct Material and Special Nuclear Materials; the regulation of Low Level Waste and Spent Nuclear Fuel; the transportation and storage of Nuclear Materials; the regulation of Safeguards Information; the regulation of Nuclear Fuel; the enrichment of uranium; the disposal and storage of Spent Nuclear Fuel; contracts for and payments into the Nuclear Waste Fund; and the antitrust laws and the Federal Trade Commission Act, as applicable to specified activities or proposed activities of certain licensees of commercial

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nuclear reactors. "Nuclear Laws" include the Atomic Energy Act of 1954, as amended (42 U.S.C. Section 2011 et seq.); the Price-Anderson Act (Section 170 of the Atomic Energy Act of 1954, as amended); the Energy Reorganization Act of 1974 (42 U.S.C. Section 5801 et seq.); Convention on the Physical Protection of Nuclear Material Implementation Act of 1982 (Public Law 97 -351; 96 Stat. 1663); the Foreign Assistance Act of 1961 (22 U.S.C. Section 2429 et seq.); the Nuclear Non-Proliferation Act of 1978 (22 U.S.C. Section 3201); the Low-Level Radioactive Waste Policy Act (42 U.S.C. Section 2021b et seq.); the Nuclear Waste Policy Act (42 U.S.C. Section 10101 et seq. as amended); the Low-Level Radioactive Waste Policy Amendments Act of 1985 (42 U.S.C. Section 2021d, 471); the Energy Policy Act of 1992 (4 U.S.C. Section 13201 et seq.); the provisions of 10 CFR Section 73.21, and any state or local Laws, other than Environmental Laws, analogous to the foregoing.

        (105)    "Nuclear Material" means Source Material, Byproduct Material, Special Nuclear Material, Low Level Waste, and Spent Nuclear Fuel.

        (106)    "Nuclear Waste Fund" means the fund established by Section 302(c) of the Nuclear Waste Policy Act in which the Spent Nuclear Fuel Fees to be used for the design, construction and operation of a High Level Waste Repository and other activities related to the storage and disposal of Spent Nuclear Fuel is deposited.

        (107)    "Nuclear Waste Policy Act" means the Nuclear Waste Policy Act of 1982, as amended.

        (108)    "Original Project Budget" has the meaning set forth in Section 6.21.1.

        (109)    "Original Project Schedule" has the meaning set forth in Section 6.21.1.

        (110)    "Party" (and the corresponding term "Parties") has the meaning set forth in the preamble.

        (111)    "Performance Guaranty" means the guaranty dated the date hereof, pursuant to which Buyer's Parent has guaranteed the payment and performance of the obligations of Buyer under this Agreement and specified Ancillary Agreements.

        (112)    "Permits" has the meaning set forth in Section 9.12.1.

        (113)    "Permitted Encumbrances" means: (i) the easements to ComEd for the Switchyard, and if applicable, the New VAR Facility; (ii) the Easements; (iii) statutory liens for Taxes(other than income Taxes) or other governmental charges or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate proceedings; (iv) mechanics', materialmen's, carriers', workers', repairers' and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of Seller or the validity of which are being contested in good faith, and which do not, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000); (v) zoning, entitlement, conservation restriction and other land use and environmental regulations imposed by Governmental Authorities; and (vi) such other liens, imperfections in or failures of title, easements, leases, licenses, restrictions, activity and use limitations, conservation easements, encumbrances and encroachments, as do not, individually or in the aggregate, detract from the value of the Zion Assets in an amount in excess of One Hundred Thousand Dollars ($100,000).

        (114)    "Person" means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, association, or Governmental Authority.

        (115)    "Plans" has the meaning set forth in Section 7.4.17.

        (116)    "Pledge Agreement" means the pledge agreement made by Buyer's Parent in favor of Seller, in the form of Exhibit E.

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        (117)    "Post-Closing Decommissioning Trust Agreement" means the decommissioning trust agreement between Buyer and the Trustee pursuant to which any assets of any of the QDF and NDF to be transferred by Seller at Closing pursuant to Section 11.12 will be held in trust.

        (118)    "Price-Anderson Act" means Section 170 of the Atomic Energy Act and related provisions of Section 11 of the Atomic Energy Act.

        (119)    "Project Budget" shall mean the Original Project Budget or, as applicable, a subsequent Project Budget established by Buyer (and approved by Exelon if required) in accordance with Section 6.21.2.

        (120)    "Project Schedule" shall mean the Original Project Schedule or, as applicable, the Original Project Schedule as extended by conditions of Force Majeure or Schedule Extension Conditions in accordance with the Lease Agreement.

        (121)    "Projected NDT Value" as of any date of determination means the aggregate funds projected to be available in the Buyer QDF and the Buyer NDF, assuming the expenditure of funds (including Retention) in accordance with the then current Project Budget and the then current Project Schedule (without giving effect to any assets held by the Buyer QDF or Buyer NDF as a result of Deferred Receivables) and assuming a compound annual rate of return on assets of the Buyer QDF and the Buyer NDF equal to the NDT Rate of Return.

        (122)    "Proprietary Information" (i) with respect to information provided by or on behalf of Seller or its Representatives to Buyer or Buyer's Parent or their Representatives ("Seller Proprietary Information"), shall mean all drawings, reports, data, software, materials or other information relating to the operation and maintenance or Decommissioning, actual or proposed, of the Zion Assets, any financial, operational or other information concerning Seller or its Affiliates or their respective assets and properties, including geologic, geophysical, scientific or other technical information, and know-how, inventions and trade secrets, whether furnished before or after the date hereof, whether oral or written or in electronic or digital media, and regardless of the manner in which it is furnished, including any such information that may be included or reflected in reports, analysis or other documents prepared by or on behalf of Buyer or Buyer's Parent or their Representatives and any information provided to or obtained by Buyer or Buyer's Parent or their Representatives pursuant to Section 11.1 or 11.3; but does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by Buyer or Buyer's Parent or their Representatives, (b) was available to Buyer or Buyer's Parent or their Representatives on a non-confidential basis prior to its disclosure by Seller or its Representatives, (c) becomes available to Buyer or Buyer's Parent or their Representatives on a non-confidential basis from a Person other than Seller or its Representatives who is not otherwise bound by a confidentiality agreement with Seller or its Representatives, or is otherwise not under any obligation to Seller or its Representatives not to transmit the information to Buyer or Buyer's Parent or their Representatives, or (d) was independently developed by Buyer or Buyer's Parent or their Representatives without reference to or reliance upon Proprietary Information obtained from Seller or its Representatives; and (ii) with respect to information provided by or on behalf of Buyer or its Representative to Seller or its Representatives ("Buyer Proprietary Information"), shall mean information relating to the possession and maintenance, actual or proposed, of the Zion Assets and any financial, operational or other information concerning Buyer or its Affiliates or their respective assets and properties, whether provided before or after the date hereof, whether oral or written, and regardless of the manner in which it is furnished; but does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by Seller or its Representatives, (b) was available to Seller or its Representatives on a non-confidential basis prior to its disclosure by Buyer or its Representatives, (c) becomes available to Seller or its Representatives on a non-confidential basis from a Person other than Buyer or its

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Representatives who is not otherwise bound by a confidentiality agreement with Buyer or its Representatives, or is otherwise not under any obligation to Buyer or its Representatives not to transmit the information to Seller or its Representatives, or (d) was independently developed by Seller or its Representatives without reference to or reliance upon Proprietary Information obtained from Buyer or Buyer's Parent or their Representatives.

        (123)    "PSDAR for the Zion Station" means the Post-Shutdown Decommissioning Activities Report (PSDAR) for Zion submitted by Seller to the NRC on February 14, 2000.

        (124)    "Purchase Price" has the meaning set forth in Section 8.2.

        (125)    "Put Option Agreement" means the put option agreement in the form of Exhibit D.

        (126)    "Put Option Closing" has the meaning set forth in the Put Option Agreement.

        (127)    "QDF" means the external trust fund maintained by Seller with respect to the Facilities for purposes of Decommissioning which meet the requirements of Code Section 468A and Treas. Reg. § 1.468A-5.

        (128)    "Qualified Institution" means a commercial bank or trust company incorporated under the laws of the United States or any state thereof, with an office or branch in the City of New York or the City of Chicago, with aggregate capital and surplus in excess of $25 Billion, and with senior unsecured debt rated at least "A" by Standard & Poors Corporation or "A2" by Moody's Investors Service.

        (129)    "Released for Unrestricted Use" has the meaning set forth in the Put Option Agreement.

        (130)    "Real Property" has the meaning set forth in Section 7.2.1.

        (131)    "Real Property Agreements" has the meaning set forth in Section 9.7.

        (132)    "Release" means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of a Hazardous Substance into the Environment or within any building, structure, facility or fixture; provided, however, that "Release" shall not include any release that is permissible under applicable Environmental Permits.

        (133)    "Remediation" means action of any kind required by any applicable Law or order of a Governmental Authority to address a Release, the threat of a Release or the presence of Hazardous Substances at the Zion Station Site or an off-Zion Station Site location including, without limitation, any or all of the following activities to the extent they relate to or arise from the presence of a Hazardous Substance at the Zion Station Site or an off-Zion Station Site location: (i) monitoring, investigation, assessment, treatment, cleanup, containment, removal, mitigation, response or restoration work; (ii) obtaining any permits, consents, approvals or authorizations of any Governmental Authority necessary to conduct any such activity; (iii) preparing and implementing any plans or studies for any such activity; (iv) obtaining a written notice from a Governmental Authority with jurisdiction over the Zion Station Site or an off-Zion Station Site location under Environmental Laws that no material additional work is required by such Governmental Authority; (v) the use, implementation, application, installation, operation or maintenance of remedial action on the Zion Station Site or an off-Zion Station Site location, remedial technologies applied to the surface or subsurface soils, excavation and off-Zion Station Site treatment or disposal of soils, systems for long term treatment of surface water or ground water, engineering controls or institutional controls; and (vi) any other activities required under Environmental Laws to address the presence or Release of Hazardous Substances at the Zion Station Site or an off-Zion Station Site location.

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        (134)    "Representatives" of a Party means the Party and its Affiliates and their directors, officers, employees, agents, partners, advisors (including, without limitation, accountants, counsel, environmental consultants, financial advisors and other authorized representatives) and direct and indirect parent companies and other controlling Persons.

        (135)    "Required Regulatory Approvals" are the required regulatory approvals listed in Schedules 4.3.2 and 5.3.2.

        (136)    "Retention" means an aggregate amount of projected normal and customary decommissioning costs and expenses that Buyer and Seller have agreed to exclude from all present and future calculations of Costs to Completion, which is identified in the Original Project Budget as "Retention." The Retention amount will be reduced over time and become payable to Buyer in accordance with Section 6.21.

        (137)    "Safeguards Information" means information that is required to be protected under the terms of 10 C.F.R. § 73.21.

        (138)    "SAFSTOR" means a method of decommissioning in which the nuclear facility is placed and maintained in such condition that the nuclear facility can be safely stored and subsequently decontaminated to levels that permit release for unrestricted use.

        (139)    "Schedule", when used herein with reference to a Schedule number corresponding to a particular Section in Article 4 or Article 5 of this Agreement, means the corresponding Schedule of the Seller Letter or the Buyer Letter, as the case may be; and otherwise shall mean the referenced Schedule attached to this Agreement.

        (140)    "Schedule Extension Conditions" has the meaning set forth in the Lease Agreement.

        (141)    "SEC" means the United States Securities and Exchange Commission and any successor agency thereto.

        (142)    "Securities Act" means the Securities Act of 1933, as amended.

        (143)    "Seller" has the meaning set forth in the preamble.

        (144)    "Seller Indemnitee" has the meaning set forth in Section 8.1.2.

        (145)    "Seller Letter" means the letter from Seller to Buyer, dated the date hereof, which refers to this Agreement and is designated therein as the Seller Letter and is organized in Schedules corresponding to Sections in Article 4 of this Agreement.

        (146)    "Seller Material Adverse Effect" means: (i) any change or changes in, or effect on, the Zion Assets or the Zion Station Site that individually or cumulatively are or reasonably could be: (a) materially adverse to the value of the Zion Assets, taken as a whole and considering their intended use by Buyer, (b) materially impair Buyer's intended ownership, possession, or use of the Zion Assets; (c) materially adversely affect the intended lease, occupancy, possession or use of the Zion Station Site by Buyer as provided in the Lease Agreement, or (d) materially increase the Assumed Liabilities; or (ii) a material adverse effect on the ability of Seller to perform its obligations hereunder or under the Ancillary Agreements. Notwithstanding the foregoing, a "Seller Material Adverse Effect" shall not include (i) any change in any Law generally applicable to similarly situated Persons; (ii) any change in the application or enforcement of any Law, by any Governmental Authority, with respect to the Facilities or to similarly situated Persons, unless such change in application or enforcement prohibits consummation of the transactions contemplated by this Agreement; or (iii) any changes resulting from or associated with acts of war or terrorism or changes imposed by a Governmental Authority associated with additional security to address concerns of terrorism, arising out of the events of September 11, 2001, or otherwise; provided, however, that such changes do not affect the Facilities or the Parties in any manner or degree

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significantly different from or disproportionate compared to the effects of such changes on the industry as a whole; and provided, further, that any loss, claim, occurrence, change or effect that is cured or otherwise eliminated, or the effects of which are no longer materially adverse, prior to the Closing Date shall not be considered a Seller Material Adverse Effect.

        (147)    "Seller's Agreements" mean those contracts, agreements, licenses and leases relating to the ownership, possession and maintenance of the Zion Assets, as more particularly described on Schedule 4.10.1, as such schedule is supplemented and amended in accordance with the provisions of this Agreement.

        (148)    "Seller's Decommissioning Trust Agreements" means the Amended and Restated Non-Tax Qualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29, 2003, effective November 1, 2003, by and between Seller, Seller's Affiliates and The Northern Trust Company, as Trustee, and the Amended and Restated Tax Qualified Nuclear Decommissioning Master Trust Agreement, dated as of October 29, 2003, effective November 1, 2003, by and between Seller, Seller's Affiliates, and The Northern Trust Company, as Trustee.

        (149)    "Site Restoration Milestones" has the meaning set forth in the Lease Agreement.

        (150)    "Source Material" means: (i) uranium or thorium or any combination thereof, in any physical or chemical form, or (ii) ores which contain by weight one-twentieth of one percent (0.05%) or more of (a) uranium, (b) thorium, or (c) any combination thereof. Source Material does not include Special Nuclear Material.

        (151)    "Special Nuclear Material" means plutonium, uranium-233, uranium enriched in the isotope-233 or in the isotope-235, and any other material that the NRC determines to be "Special Nuclear Material," but does not include Source Material. Special Nuclear Material also refers to any material artificially enriched by any of the above-listed materials or isotopes, but does not include Source Material.

        (152)    "Spent Nuclear Fuel" means all fuel located at the Zion Station Site that has been permanently withdrawn from a nuclear reactor following irradiation, and has not been chemically separated into its constituent elements by reprocessing, and all Greater Than Class C Waste located at the Zion Station Site.

        (153)    "Spent Nuclear Fuel Fees" means those fees assessed on electricity generated at Zion and sold pursuant to the Standard Spent Fuel Disposal Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961.

        (154)    "Standard Spent Fuel Disposal Contract" means the contract for Disposal of Spent Nuclear Fuel, No. DE-CR01-83NE44372, dated June 17, 1983, entered into by ComEd and the United States of America, represented by the Department of Energy, as assigned to Seller by ComEd on January 31, 2001.

        (155)    "Substantial Completion" has the meaning set forth in the Put Option Agreement.

        (156)    "Switchyard" has the meaning set forth in the Lease Agreement.

        (157)    "Switchyard Controls" has the meaning set forth in the Lease Agreement.

        (158)    "Synchronous Condensers" has the meaning set forth in the Lease Agreement.

        (159)    "Tangible Personal Property" has the meaning set forth in Section 7.1.5.

        (160)    "Target Completion Date" has the meaning set forth in the Lease Agreement.

        (161)    "Tax" or "Taxes" means, all taxes, charges, fees, levies, penalties or other assessments imposed by any federal, state, local, provincial or foreign taxing authority, including income, gross

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receipts, excise, real or personal property, sales, transfer, customs, duties, franchise, payroll, withholding, social security, receipts, license, stamp, occupation, employment, or other taxes, including any interest, penalties or additions attributable thereto, and any payments to any state, local, provincial or foreign taxing authorities in lieu of any such taxes, charges, fees, levies or assessments.

        (162)    "Tax Return" means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) required to be supplied to any Governmental Authority with respect to Taxes including amendments thereto, including any information return filed by a tax exempt organization and any return filed by a nuclear decommissioning trust.

        (163)    "Termination Date" has the meaning set forth in Section 14.1.5.

        (164)    "Third Party Claim" has the meaning set forth in Section 13.2.1.

        (165)    "Transferable Permits" means those Permits and Environmental Permits that are transferable to Buyer without application to, a filing with, notice to, consent or approval of any Governmental Authority.

        (166)    "Transferred Employees" means those persons, if any, employed by Seller or its Affiliates at the Zion Station Site as of the Closing Date who are offered employment by Buyer and accept such employment by Buyer for any period on or after the Closing Date.

        (167)    "Transfer Taxes" means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or fees, Taxes or governmental charges of a similar nature (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Authority in connection with the transfer of title to the Zion Assets to Buyer and the assumption by Buyer of the Assumed Liabilities, including, without limitation, any payments made in lieu of any such Taxes or governmental charges which become payable in connection with the transactions contemplated by this Agreement.

        (168)    "Treasury Regulations" means Treasury Regulations promulgated under the Code.

        (169)    "Trustee" means with respect to Seller prior to the Closing the trustee of the QDF and the NDF appointed by Seller pursuant to Seller's Decommissioning Trust Agreements and after the Closing to the extent any assets of the QDF and NDF are transferred by Seller pursuant to Section 11.12, the trustee appointed pursuant to the Post-Closing Decommissioning Trust Agreement.

        (170)    "WAC" or "Waste Acceptance Criteria" means all applicable technical requirements that ensure that all environmental, safety, and operational standards are met before Low Level Waste is accepted for disposal.

        (171)    "Zion Assets" has the meaning set forth in Section 7.1.

        (168)    "Zion Employees" means any employee of Seller or its Affiliates, other than Transferred Employees, employed, or to be employed, at Zion Station on or after the Closing Date during the course of Buyer's Decommissioning activities at the Zion Station Site.

        (169)    "Zion Station" means Zion Nuclear Power Station, Units 1 and 2, located in Zion, Illinois and associated assets, in accordance with NRC Operating Licenses DPR-39 (Zion 1) and DPR-48 (Zion 2).

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        (170)    "Zion Station Site" means the entire site subject to the NRC Licenses for Zion Station. Any reference to the Zion Station Site shall include, by definition, the surface and subsurface elements, including the soils and groundwater present at the Zion Station Site and any references to items "at the Zion Station Site" shall include all items "at, in, on, upon, over, across, under, and within" the Zion Station Site.

        6.2.    Certain Interpretive Matters.    

6.2.1.

Unless otherwise required by the context in which any term appears:

        (1)    Capitalized terms used in this Agreement shall have the meanings specified in this Article.

        (2)    The singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine and neuter.

        (3)    References to "Articles", "Sections", "Schedules" or "Exhibits" shall be to articles, sections, schedules or exhibits of or to this Agreement, and references to "paragraphs" or "clauses" shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs.

        (4)    The words "herein", "hereof" and "hereunder" shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; and the words "include," "includes" or "including" shall mean "including, but not limited to."

        (5)    The term "day" shall mean a calendar day, commencing at 12:01 a.m. (Central Time). The term "week" shall mean any seven consecutive day period commencing on a Sunday, and the term "month" shall mean a calendar month; provided, however, that when a period measured in months commences on a date other than the first day of a month, the period shall run from the date on which it starts to the corresponding date in the next month and, as appropriate, to succeeding months thereafter. Whenever an event is to be performed or a payment is to be made by a particular date and the date in question falls on a day which is not a Business Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided, however, that all calculations shall be made regardless of whether any given day is a Business Day and whether or not any given period ends on a Business Day.

        (6)    All references to a particular entity shall include such entity's permitted successors and permitted assigns unless otherwise specifically provided herein.

        (7)    All references herein to any Law or to any contract or other agreement shall be to such Law, contract or other agreement as amended, supplemented or modified from time to time unless otherwise specifically provided herein.

6.2.2.

The titles of the articles and sections hereof and exhibits and schedules hereto have been inserted as a matter of convenience of reference only, and shall not control or affect the meaning or construction of any of the terms or provisions hereof.



6.2.3.

This Agreement was negotiated and prepared by all Parties with advice of counsel to the extent deemed necessary by each Party; the Parties have agreed to the wording of this Agreement; and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof.



6.2.4.

The Exhibits hereto are incorporated in and are intended to be a part of this Agreement; provided, however, that in the event of a conflict between the terms of any Exhibit and the terms of this Agreement, the terms of this Agreement shall take precedence prior to the Closing and the terms of the Exhibits shall take precedence from and after the Closing.

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7.    PURCHASE AND SALE    

        7.1.    Zion Assets.    

        Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, pursuant to a Bill of Sale then delivered by Seller to Buyer, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase, assume and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's right, title and interest in and to the following assets (other than the Excluded Assets), wherever located (collectively, the "Zion Assets"):

7.1.1.

All assignable right, title and interest of Seller to the NRC Licenses, including licenses to possess Spent Nuclear Fuel, but excluding Seller's general licenses to own Spent Nuclear Fuel;



7.1.2.

The assets comprising the QDF and the NDF (as provided in Section 11.12, including all profits, dividends, income, interest and earnings accrued thereon, together with all related tax accounting and other records for such assets, including all decommissioning studies, analyses, cost estimates and any information relating to the tax basis of the transferred assets;



7.1.3.

All buildings, facilities and other improvements to the Real Property including the Facilities and all appurtenances thereto;



7.1.4.

The Synchronous Condensers and Switchyard Controls (or appropriate portions thereof) if and when Seller gives written notice to Buyer that the Synchronous Condensers and Switchyard Controls (or portions thereof) have been abandoned in place in accordance with section 8.8 of the Lease Agreement;



7.1.5.

All other machinery, mobile or otherwise, equipment (including computer hardware and software and transferable rights thereto and communications equipment), vehicles, tools, spare parts, materials, works in progress, fixtures, furniture and furnishings and other personal property relating to or used in the ordinary course of business to own, possess and maintain the Facilities, including, without limitation, all emergency warning property and assets and the items of personal property owned by Seller and located at the Facilities (collectively, "Tangible Personal Property");



7.1.6.

All unexpired, transferable warranties and guarantees from third parties with respect to any item of Tangible Personal Property;



7.1.7.

All rights of Seller under the Non-material Contracts and the Seller's Agreements;



7.1.8.

All Transferable Permits;



7.1.9.

All books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance or service records relating to the design, construction, licensing, operation or Decommissioning of the Facilities, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating primarily to the Facilities and the other Zion Assets, whether existing in hard copy or magnetic or electronic form (subject to the right of Seller to retain copies of same for its use) (collectively, the "Business Books and Records");



7.1.10.

The interest of Seller, if any, in the name "Zion" as used as a designation attached to or associated with the Facilities, or any related or similar trade names, trademarks, service marks, names or logos, or any part, derivative or combination thereof;



7.1.11.

All Nuclear Insurance Policies with ANI relating to the Facilities, to the extent transferable, except as provided in Section 7.2.7;

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7.1.12.

Subject to Buyer's written commitment to satisfy its indemnification obligations under Section 13.1, the rights of Seller in and to any causes of action, claims (including, without limitation, rights under insurance policies to proceeds, refunds or distributions thereunder paid after the Closing Date with respect to periods after the Closing Date) and defenses against third parties (including indemnification and contribution) relating to any Assumed Liabilities; and



7.1.13.

All other tangible assets and properties of every kind and description and wherever located, owned by Seller and related solely to the Zion Assets.



7.2.

Excluded Assets.

        Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed as conferring on Buyer, Seller is not selling, and Buyer is not acquiring, any right, title or interest in or to the following specific assets which are hereby excluded from the sale and the definition of Zion Assets (the "Excluded Assets"):

7.2.1.

The land described in the Lease Agreement as the Premises (the "Real Property");



7.2.2.

The Spent Nuclear Fuel;



7.2.3.

The Switchyard and all fixtures, improvements, equipment and personal property within the Switchyard and all controls, cables and other equipment and fixtures relating to the operation of the Switchyard but not located within the Switchyard; provided that title to the Switchyard Controls located outside the Switchyard shall pass to Buyer as and when Seller gives written notice to Buyer that such Switchyard Controls (or portions thereof) have been abandoned in place in accordance with section 8.8 of the Lease Agreement;



7.2.4.

The Synchronous Condensers; provided that title to the Synchronous Condensers (or appropriate portions thereof) shall pass to Buyer as and when Seller gives written notice to Buyer that the Synchronous Condensers (or portions thereof) have been abandoned in place in accordance with section 8.8 of the Lease Agreement;



7.2.5.

The New VAR Facility;



7.2.6.

Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, security deposits, and interests in joint ventures, partnerships, limited liability companies and other entities relating to the Facilities or the Zion Station Site, except such assets comprising the QDF or the NDF;



7.2.7.

All rights to premium refunds and distributions made on or after the Closing Date with respect to periods on or prior to the Closing Date under Nuclear Insurance Policies of Seller with ANI, including any rights to receive premium refunds, distributions and continuity credits with respect to periods prior to the Closing Date pursuant to the ANI nuclear industry credit rating plan;



7.2.8.

Seller's policyholder interest under its NEIL policies, including rights to any premium refunds or other distributions made before, on or after the Closing Date;



7.2.9.

All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any income, sales, payroll or other receivables relating to Taxes, in each case whether or not relating to the Zion Assets, except to the extent such assets are included in the QDF and the NDF assets to be transferred, respectively, to the Buyer QDF and the Buyer NDF (as provided in Section 11.12);

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7.2.10.

The rights of Seller and its Affiliates to the names "Exelon Generation Company" or "Exelon" or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof and any registrations thereof;



7.2.11.

All tariffs, agreements and arrangements to which Seller is a party or has an interest for the purchase or sale of electric capacity and/or energy or for the purchase or sale of transmission or ancillary services;



7.2.12.

The rights of Seller in and to any causes of action, claims and defenses against third parties (including indemnification and contribution) arising out of or relating to (i) any Real Property or personal property, Permits, Taxes, Real Property Agreements, Seller's Agreements, or the Non-material Contracts, if any, including any claims for refunds (including refunds of previously paid Department of Energy Decommissioning and Decontamination Fees), prepayments, offsets, recoupment, insurance proceeds, insurance premium refunds, retrospective premium adjustments, refunds, rebates, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating to the Zion Assets (including, without limitation, the Facilities) or the Zion Station Site) and to the extent relating to any period (or portion thereof) prior to the Closing Date; (ii) the Excluded Assets; or (iii) the Excluded Liabilities;



7.2.13.

Any and all of Seller's rights in any contract representing an intercompany transaction between Seller and an Affiliate of Seller, whether or not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like;



7.2.14.

To the extent not otherwise provided for in this Section 7.2, any refund or credit (i) related to Taxes paid by Seller with respect to periods (or portions thereof) that end on or prior to the Closing Date with respect to the Zion Assets, whether such refund is received as a payment or as a credit against future Taxes; or (ii) arising under any agreement which is part of the Zion Assets and relating to a period (or portion thereof) ending on or prior to the Closing Date, but only to the extent paid by Seller;



7.2.15.

All books, operating records, licensing records, quality assurance records, purchasing records, and equipment repair, maintenance or service records relating exclusively to the design, construction, licensing or operation of the Facilities, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, procedures and other similar items of Seller, wherever located, relating primarily to the Excluded Assets or the Excluded Liabilities, whether existing in hard copy or magnetic or electronic form;



7.2.16.

All other assets of Seller and its Affiliates not constituting an interest in the Zion Assets; and



7.2.17.

The other assets of Seller and its Affiliates listed on Schedule 7.2.17.

        7.3.    Assumed Liabilities and Obligations.    

        On the Closing Date, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, all of the Liabilities of Seller that relate to the Zion Assets or are otherwise specified below, other than the Excluded Liabilities (collectively, "Assumed Liabilities"), including:

7.3.1.

All Liabilities for the Decommissioning and achievement of the End-State Conditions of Zion Station, including any obligations under applicable Law;



7.3.2.

All Environmental Liabilities (other than Excluded Environmental Liabilities);

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7.3.3.

All Liabilities arising after the Closing Date with respect to the QDF and NDF, the Buyer QDF and the Buyer NDF, including Tax liabilities, and any Liabilities for refund obligations of ComEd or Seller to ComEd ratepayers for excess QDF, NDF, Buyer QDF or Buyer NDF funds;



7.3.4.

All Liabilities arising from any actual or claimed refund obligations of ComEd or Seller to ComEd ratepayers arising with respect to funds withdrawn from the QDF, or the NDF, for costs and expenses incurred by or paid to Buyer or Buyer's Parent or their Affiliates or contractors, whether such expenses were incurred or paid before or after the Closing Date (including refund obligations arising if such costs and expenses are determined to not have been prudently incurred or otherwise to be inappropriate);



7.3.5.

All Liabilities arising on or after the Closing Date with respect to the ownership, possession, use or maintenance of the Zion Assets or the possession, use or maintenance of the Zion Station Site, including all Decommissioning activities relating to the Zion Assets or the Zion Station Site, and all Liabilities of Seller arising on or after the Closing Date under the Seller's Agreements, the Non-material Contracts, the Real Property Agreements, and the Transferable Permits in accordance with the terms thereof, including all Liabilities of Seller arising on or after the Closing Date relating to (i) the contracts, licenses, agreements and personal property leases entered into with respect to the Zion Assets or under Seller's Agreements and the Non-material Contracts; and (ii) the contracts, licenses, agreements and personal property leases entered into with respect to the Zion Assets after the date hereof consistent with the terms of this Agreement, except in each case to the extent such Liabilities, but for a breach or default by Seller or a related waiver or extension, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice or the passage of time would constitute a default by Seller;



7.3.6.

All Liabilities associated with or arising from the Zion Assets with respect to Taxes for which Buyer is liable pursuant to Section 8.3 or 11.9;



7.3.7.

With respect to the Zion Assets, all Liabilities for any Taxes that may be imposed by any Governmental Authority on the ownership, sale, possession, lease, or use of the Zion Assets on or after the Closing Date or that relate to or arise from the Zion Assets with respect to taxable periods (or portions thereof) beginning on or after the Closing Date (except for any Income Taxes imposed upon Seller arising from the sale of the Zion Assets and any Taxes imposed upon Seller under Section 11.9);



7.3.8.

All obligations of Seller arising on or after the Closing Date to pay to ANI any additional premiums due to audit assessments performed on or after the Closing Date;



7.3.9.

All Liabilities arising under or relating to Nuclear Laws arising out of the ownership, lease, occupancy, possession, use, or Decommissioning of the Zion Assets or the lease, occupancy, possession, use, or Decommissioning of the Zion Station Site on or after the Closing Date, including any and all Liabilities to third parties (including employees) for personal injury, property damage or tort, or similar causes of action arising out of the ownership, lease, occupancy, possession, use, or Decommissioning of the Zion Assets or the lease, occupancy, possession, use, or Decommissioning of the Zion Station Site on or after the Closing Date, any Liabilities arising out of or resulting from an "extraordinary nuclear occurrence," a "nuclear incident" or a "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Zion Station Site, or any other licensed nuclear reactor site in the United States, or in the course of the transportation of radioactive materials to or from the Zion Station Site or any other site on or after the Closing Date, and any Liability for any deferred premiums assessed in connection with such an extraordinary nuclear occurrence, a nuclear

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incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act, 10 C.F.R. Part 140;

7.3.10.

Any Liability for any Price-Anderson Act secondary financial protection retrospective premium obligations for (i) nuclear worker Liability attributable to employment on or after the Closing Date or; (ii) any third-party Liability arising out of any nuclear incident on or after the Closing Date;



7.3.11.

All Liabilities related to Spent Nuclear Fuel and the ISFSI Island after the Closing Date and prior to the earlier of (i) the transfer off site of the Spent Nuclear Fuel or (ii) the Put Option Closing, but not including all Liabilities relating to the ultimate disposition of Spent Nuclear Fuel in the ISFSI Island and the Decommissioning of the ISFSI Island, which is an Excluded Liability in accordance with Section 7.4.7;



7.3.12.

Any Liabilities resulting from knowing and intentional illegal acts or willful misconduct of Buyer, Buyer's Parent or Guarantor or their respective employees, agents or contractors occurring after the Closing;



7.3.13.

Except as otherwise expressly provided herein, any Liabilities of Buyer, Buyer's Parent or Guarantor to the extent arising from the execution delivery or performance of this Agreement and the transactions contemplated hereby; and



7.3.14.

All other Liabilities expressly allocated to or assumed by Buyer in this Agreement or the Ancillary Agreements.

        7.4.    Excluded Liabilities.    

        Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed to impose on Buyer, and Buyer shall not assume or be obligated to pay, perform or otherwise discharge, the following Liabilities of Seller (the "Excluded Liabilities"), with all of such Excluded Liabilities remaining as obligations of Seller or an Affiliate of Seller, as applicable:

7.4.1.

All Excluded Environmental Liabilities;



7.4.2.

All Spent Nuclear Fuel Fees and all Liabilities under the Standard Spent Fuel Disposal Contract;



7.4.3.

All Liabilities associated with the sale of electricity generated at the Zion Station and sold on or prior to the Closing Date;



7.4.4.

All Liabilities, except for the performance of Decommissioning, related to the Switchyard;



7.4.5.

All Liabilities related to the New VAR Facility after completion of all required Decommissioning and other required work related to that portion of the Zion Station Site;



7.4.6.

All Liabilities, except for Decommissioning and other required work, relating to any other mutually agreed-upon improvements retained by Seller;



7.4.7.

All Liabilities related to Spent Nuclear Fuel and the ISFSI Island after the earlier of (i) the transfer off site of the Spent Nuclear Fuel or (ii) the Put Option Closing, and all Liabilities relating to the ultimate disposition of Spent Nuclear Fuel in the ISFSI Island and the Decommissioning of the ISFSI Island;



7.4.8.

All Liabilities, if any, for the regulatory, contractual and financial responsibility for transferring Spent Nuclear Fuel to another site;

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7.4.9.

All potential refund obligations of ComEd or Seller to ComEd customers for QDF or NDF funds withdrawn for costs and expenses incurred by Seller and/or its Affiliates before the Closing Date, other than for costs and expenses paid to Buyer or Buyer's Parent or their Affiliates or contractors (including refund obligations arising if such costs and expenses are determined to not have been prudently incurred or otherwise to be inappropriate);



7.4.10.

All Liabilities relating to the Zion Assets or the Zion Station Site arising after the earlier of the Put Option Closing or the termination of the NRC Licenses after completion of Decommissioning, other than Liabilities attributable to any act or omission by Buyer or Buyer's Parent or their Affiliates or their respective its contractors in the performance of work required to achieve End-State Conditions;



7.4.11.

Any Liabilities in respect of any Excluded Assets or other assets of Seller which are not Zion Assets;



7.4.12.

Any Liabilities for Taxes attributable to the ownership, sale, possession, operation, maintenance or use of the Zion Assets or the Zion Station Site (including any withholding Taxes imposed on Seller with respect to the Transferred Employees) for taxable periods, or portions thereof, ending before the Closing Date, and Income Taxes imposed on Seller arising from the transactions contemplated by this Agreement, except for Taxes for which Buyer is liable pursuant to Section 8.3 or 11.9 and Taxes for which Buyer is responsible under the Lease Agreement;



7.4.13.

Any Liabilities arising under or attributed to performance, or failure of performance, by Seller under any of Seller's Agreements, Real Property Agreements, Transferable Permits or any of the Non-material Contracts prior to the Closing Date;



7.4.14.

Any Liabilities for any monetary fines or penalties imposed by a Governmental Authority with respect to the Zion Assets to the extent attributed to the period prior to the Closing Date;



7.4.15.

Any Liabilities resulting from any knowing and intentional illegal acts or willful misconduct of Seller or its employees, agents or contractors occurring prior to the Closing Date;



7.4.16.

Any Liabilities arising prior to the Closing Date relating to Seller's operations on, or usage of, the Easements, including Liabilities arising as a result of or in connection with loss of life, injury to persons or property or damage to natural resources, other than Environmental Liabilities included in the Assumed Liabilities;



7.4.17.

Any Liabilities relating to any employee benefit plan as defined in Section 3(3) of ERISA, or any other plan, program, arrangement or policy established or maintained in whole or in part by Seller or by any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with Seller under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate") or to which Seller; or any ERISA Affiliate contributes or contributed, including any multiemployer plan contributed to by Seller, or any ERISA Affiliate or to which Seller, or any ERISA Affiliate is or was obligated to contribute (the "Plans"), including any such Liability of Seller (i) for the termination or discontinuance of, or Seller's, or an ERISA Affiliate's withdrawal from, any such Plan, (ii) relating to benefits payable under any Plans, (iii) relating to the PBGC under Title IV of ERISA, (iv) relating to a multi-employer plan, (v) with respect to noncompliance with the notice requirements of COBRA, (vi) with respect to any noncompliance with ERISA or any other applicable Laws, and (vii) with respect to any suit, proceeding or claim which is brought against Buyer, any Plan or any fiduciary or former fiduciary of, any of the Plans;

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7.4.18.

Any Liabilities relating to the failure to hire, the employment or services or termination of employment or services of any individual, including wages, compensation, benefits, affirmative action, personal injury, discrimination, harassment, retaliation, wrongful discharge, unfair labor practices, or constructive termination of any individual, or any similar or related claim or cause of action attributable to any actions or inactions prior to the Closing Date with respect to the Zion Assets, the Transferred Employees, the Zion Employees, independent contractors, applicants, and any other individuals who are determined by a court or by a Governmental Authority to have been applicants or employees of Seller or any Affiliate of Seller, or that are filed with or pending before any court, administrative agency or arbitrator prior to the Closing Date;



7.4.19.

Except as otherwise expressly provided herein, any Liabilities of Seller to the extent arising from the execution, delivery or performance of this Agreement and the transactions contemplated hereby;



7.4.20.

Except as otherwise provided herein, any Taxes incurred by the NDF or the QDF for taxable periods, or portions thereof, ending on or prior to the Closing Date;



7.4.21.

All Liabilities arising as a result of or in connection with the disposal, storage or transportation of Nuclear Materials off-site prior to the Closing Date in connection with the ownership or possession of the Facilities;



7.4.22.

All Liabilities for Department of Energy Decommissioning and Decontamination Fees relating to the Facilities and the Zion Station Site arising and incurred on, before or after the Closing Date, including the Liabilities described in Section 11.14;



7.4.23.

Any Liability for a Third Party Claim against or relating to Seller, the Zion Assets or the Zion Station Site for personal injury, death or property damage (except for personal injury, death or property damage relating to Liabilities arising by reason of acts or omissions in connection with work performed under the Decommissioning Planning Contract) suffered by such third party arising from or relating to the use, ownership or lease of the Zion Assets or the Zion Station Site prior to the Closing Date;



7.4.24.

All other Liabilities expressly allocated to or retained by Seller in this Agreement; or the Ancillary Agreements; and



7.4.25.

All other Liabilities relating to the Zion Assets, the Facilities or the Zion Station Site, except to the extent that such Liabilities constitute Assumed Liabilities.

        7.5.    Control of Litigation.    

7.5.1.

Subject to the provisions of Article 13, Seller shall pay for and be entitled exclusively to control, defend and settle any litigation, administrative or regulatory proceeding, and any investigation or other similar activities arising out of or related to any Excluded Assets or Excluded Liabilities and Buyer agrees to reasonably cooperate, at Seller's expense, with Seller in connection therewith.



7.5.2.

Subject to the provisions of Article 13, Buyer shall pay for and be entitled exclusively to control, defend and settle any litigation, administrative or regulatory proceeding, and any investigation or other similar activities arising out of or related to any Zion Assets or Assumed Liabilities, and Seller agrees to reasonably cooperate, at Buyer's expense, with Buyer in connection therewith.

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8.    THE CLOSING    

        8.1.    Closing.    

3.1.1.

The sale, assignment, conveyance, transfer and delivery of the Zion Assets to Buyer, the payment of the Purchase Price to Seller, and the consummation of the other respective obligations of the Parties contemplated by this Agreement shall take place at a closing (the "Closing"), to be held at a time and location determined as provided in this Section 3.1, following the date on which the last of the conditions precedent to Closing set forth in Article 7 have been either satisfied or waived by the respective Parties for whose benefit such conditions precedent exist (except with respect to those conditions which by their terms are to be satisfied at Closing), but in any event not after the Termination Date or the earlier termination of this Agreement pursuant to Section 9.1.4. If at any time following the date on which the last of the conditions precedent to Closing set forth in Article 7 have been either satisfied or waived by the respective Parties for whose benefit such conditions precedent exist (except with respect to those conditions which by their terms are to be satisfied at Closing) and prior to the Termination Date or the earlier termination of this Agreement pursuant to Section 9.1.4, Buyer desires to consummate the transactions contemplated by this Agreement, Buyer shall give written notice (the "Buyer Closing Notice") to Seller. The Buyer Closing Notice shall specify the date on which Buyer desires that the Closing shall occur and shall be given to Seller not less than twenty-one (21) days prior to such proposed date of Closing.



3.1.2.

Simultaneously with delivery of the Buyer Closing Notice, Buyer will deliver to Seller the Original Project Budget required by Section 6.21.1 showing Buyer's best estimates of project costs and expenses, including contingency reserves, in order to achieve the Site Restoration Milestones, the Target Completion Date, and End State Conditions according to the schedule for the Decommissioning and other work contemplated by the Lease Agreement, without giving effect to any potential extension of the schedule for such work by reason of conditions of Force Majeure or Schedule Extension Conditions. The Original Project Budget shall show that Costs to Completion do not exceed the Projected NDT Value and shall demonstrate to the satisfaction of Seller an allocation of budget resources sufficient for License Termination and Spent Fuel Management.



3.1.3.

Simultaneously with or prior to the delivery of the Buyer Closing Notice and the Original Project Budget, Buyer will disclose the details of Buyer's arrangements to satisfy the condition to Closing set forth in Section 7.2.12.



3.1.4.

If, following receipt of the Buyer Closing Notice and the Original Project Budget, Seller desires to defer the Closing to a later date (whether or not such date is specified by Seller) or if Seller declines to consummate the transactions contemplated by this Agreement, Seller shall give written notice (the "Seller Decline Notice") to Buyer within twenty-one (21) days following receipt of the Buyer Closing Notice and the Original Project Budget. The delivery of a Seller Decline Notice shall not preclude a subsequent delivery of another Buyer Closing Notice and the related required deliveries.



3.1.5.

As promptly as reasonably practicable following receipt of the Buyer Closing Notice and the Original Project Budget, unless and until Seller has given the Seller Decline Notice, Seller will provide Buyer, and Buyer will provide Seller, with any and all revisions, modifications and updates to the Schedules that may be required so that the representations and warranties of Seller in Article 4, the Seller Letter, and the related Schedules and the representations and warranties of Buyer in Article 5, the Buyer Letter, and the related Schedules are true and correct in all material respects, and such revisions, modifications and updates will be deemed to be automatically incorporated into the appropriate Schedules. The representations and

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warranties of Seller in Article 4 and the representations and warranties of Buyer in Article 5 shall be deemed made only as of the Closing Date.

3.1.6.

Unless and until this Agreement is terminated, Seller will continue to afford Buyer limited site access and a reasonable opportunity to identify and evaluate the Zion Assets and the Assumed Liabilities; provided, however, that (a) any such access or activity shall be conducted in such a manner as not to interfere unreasonably with the ownership, use or management of the Zion Assets or other activities of Seller at the Zion Station Site; (b) Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege; and (c) Seller need not supply Buyer with any information that Seller is legally or contractually prohibited from supplying.



3.1.7.

If either Buyer or Seller, in its sole discretion, is not satisfied with the updated representations and warranties and related Schedules of the other Party, the condition of the Zion Assets and the Assumed Liabilities, or the Original Project Budget, either Buyer or Seller may terminate this Agreement by giving written notice to the other Parties. Such termination shall be without liability of any Party to any other Party. If neither Buyer nor Seller exercises its right to terminate this Agreement, the Closing shall take place at such time and place as Buyer and Seller shall establish by mutual written agreement. The date of Closing is herein called the "Closing Date." The Closing shall be effective for all purposes as of 12:01 a.m. on the Closing Date.

        8.2.    Payment of Purchase Price.    

        Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, in consideration of the aforesaid sale, assignment, conveyance, transfer and delivery of the Zion Assets, Buyer will, in consideration for the Zion Assets, assume and agree to pay, perform and discharge as and when due, the Assumed Liabilities (the "Purchase Price").

        8.3.    Prorations.    

8.3.1.

Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes and Transfer Taxes), relating to the ownership, use or possession of the Zion Assets shall be prorated as of the Closing Date, with Seller liable to the extent such items relate to any time period prior to the Closing Date, and Buyer liable to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days):



8.3.1.1

Taxes, assessments and other charges, if any, relating to the ownership, use or possession of the Zion Assets, except as otherwise provided in the Lease Agreement;



8.3.1.2

Any prepaid expenses (excluding security deposits) relating to the Zion Assets;



8.3.1.3

Rent, Taxes and all other items (including prepaid services) payable by or to Seller under any of Seller's Agreements or the Non-material Contracts;



8.3.1.4

Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit;



8.3.1.5

Sewer rents and charges for water, telephone, electricity and other utilities;



8.3.1.6

Fees or charges (other than Taxes) imposed by any Governmental Authority;



8.3.1.7

Insurance premiums with respect to the Nuclear Insurance Policies with ANI transferred to Buyer pursuant to Section 7.1.8; and



8.3.1.8

Rent and Taxes and other items payable by Seller under the Real Property Agreements assigned to Buyer.

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8.3.2.

Notwithstanding any other provision of this Agreement, (i) interest or penalties relating to a Tax allocated pursuant to this Section 8.3 shall be allocated (i) to Seller (whether such interest or penalties accrue or are imposed or assessed on, before or after the Closing Date) to the extent they result from a failure by Seller to pay a Tax or failure by Seller to file a Tax Return, in each case, that was due on or before the Closing Date and (ii) to Buyer (whether such interest or penalties accrue or are imposed or assessed on, before or after the Closing Date) to the extent they result from a failure by Buyer to pay a Tax or failure by Buyer to file a Tax Return, in each case that was due after the Closing Date.



8.3.3.

In connection with the prorations referred to in Section 8.3.1.1, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the actual Taxes or other amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days after the date that the previously unavailable actual figures become available. Prorations measured by calendar days shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) including and after the Closing Date. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 8.3.



8.3.4.

To the extent that the proration of a Tax under this Section 8.3 allocates such Tax to a period (or portion thereof) ending before the Closing Date, such Tax shall constitute an Excluded Liability. To the extent that the proration of a Tax under this Section 8.3 allocates such Tax to a period (or portion thereof) ending on or after the Closing Date, such Tax shall constitute an Assumed Liability.

        8.4.    Deliveries by Seller.    

        At the Closing (or, in the case of those items contemplated by Section 8.4.10, on or before the Closing Date), Seller will deliver, or cause to be delivered, the following to Buyer:

8.4.1.

The Bill of Sale, duly executed by Seller;



8.4.2.

Copies of any and all governmental and other third party consents, waivers or approvals obtained by Seller with respect to the transfer of the Zion Assets, or the consummation of the transactions contemplated by this Agreement;



8.4.3.

All other Ancillary Agreements duly executed by Seller, as applicable;



8.4.4.

Instruments of transfer, duly executed by the Trustee of the QDF and NDF, evidencing transfer of title to the assets of the QDF and the NDF to be transferred pursuant to Section 11.12;



8.4.5.

Copies, certified by the Secretary or any Assistant Secretary of Seller, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by Seller in connection herewith, and the consummation of the transactions contemplated hereby;



8.4.6.

A certificate of the Secretary or any Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby;



8.4.7.

A certificate of good standing with respect to Seller, issued by the Secretary of State of the Commonwealth of Pennsylvania;

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8.4.8.

To the extent available, originals of the Seller's Agreements, Non-material Contracts, and Transferable Permits and, if not available, true and correct copies thereof, in all cases together with notices to and, if required by the terms thereof and subject to the terms of this Agreement, consents by other Persons which are parties to the Seller's Agreements, Non-material Contracts, and Transferable Permits;



8.4.9.

All such other instruments of assignment, transfer or conveyance as shall, in the reasonable opinion of Buyer and its counsel, be necessary or desirable to implement the transfer of the Zion Assets to Buyer, in accordance with this Agreement and where necessary or desirable in recordable form;



8.4.10.

Such other agreements, consents, documents, instruments and writings as are required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement or the Ancillary Agreements or otherwise reasonably required in connection herewith;



8.4.11.

A schedule setting forth the Spent Nuclear Fuel at the Facilities as of the Closing Date;



8.4.12.

A schedule setting forth the Low Level Waste existing at the Facilities as of the Closing Date; and



8.4.13.

A schedule setting forth the major equipment components and personal property included in the Zion Assets.

        8.5.    Deliveries by Buyer, Buyer's Parent and Guarantor.    

        At the Closing, Buyer, Buyer's Parent and Guarantor, as applicable, will deliver, or cause to be delivered, the following to Seller:

8.5.1.

The Purchase Price;



8.5.2.

All Ancillary Agreements, duly executed and delivered, as applicable, by Buyer and/or Buyer's Parent or third parties, as applicable;



8.5.3.

Copies, certified by the Secretary or any Assistant Secretary of Buyer, Buyer's Parent and Guarantor, as applicable, of resolutions authorizing the execution and delivery of this Agreement, and all of the agreements and instruments to be executed and delivered by Buyer, Buyer's Parent and Guarantor in connection herewith, and the consummation of the transactions contemplated hereby;



8.5.4.

A certificate of the Secretary or any Assistant Secretary of Buyer, Buyer's Parent and Guarantor, as applicable, identifying the name and title and bearing the signatures of the officers of Buyer, Buyer's Parent and Guarantor authorized to execute and deliver this Agreement, and the other agreements contemplated hereby;



8.5.5.

A certificate of good standing with respect to each of Buyer and Guarantor, issued by the Secretary of State of the State of Delaware and a certificate of good standing with respect to Buyer's Parent, issued by the Secretary of State of the State of Utah;



8.5.6.

A certificate of authority of Buyer to do business in Illinois, issued by the Secretary of State of Illinois;



8.5.7.

All such other instruments of assumption as shall, in the reasonable opinion of Seller and its counsel, be necessary for Buyer to assume the Assumed Liabilities in accordance with this Agreement;



8.5.8.

Copies of any and all governmental and other third party consents, waivers or approvals obtained by Buyer and Buyer's Parent with respect to the transfer of the Zion Assets, or the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements;

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8.5.9.

A copy of the Post-Closing Decommissioning Trust Agreement;



8.5.10.

A legal opinion from Parr Brown Gee & Loveless, addressed to Seller to the effect set forth in Exhibit K and otherwise in form and substance reasonably satisfactory to Seller; and



8.5.11.

Such other agreements, documents, instruments and writings as are required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement, or otherwise reasonably required in connection herewith.

9.    REPRESENTATIONS AND WARRANTIES OF SELLER    

        Seller hereby represents and warrants to Buyer as follows:

        9.1.    Organization.    

        Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as is now being conducted. Copies of the Certificate of Formation and Operating Agreement of Seller, each as amended to date, have heretofore been made available to Buyer.

        9.2.    Authority Relative to this Agreement.    

        Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller and at Closing, the Ancillary Agreements will be duly and validly executed and delivered by Seller, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer and/or Buyer's Parent, as applicable, and subject to the receipt of Seller's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with their respective terms.

        9.3.    Consents and Approvals; No Violation.    

9.3.1.

Subject to the receipt of the third-party consents set forth in Schedule 9.3.1 and the Required Regulatory Approvals, neither the execution and delivery of this Agreement or the Ancillary Agreements by Seller nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or result in the breach or violation of any provision of the Certificate of Formation and Operating Agreement of Seller; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller is a party or by which Seller, or any of the Zion Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, create a Material Adverse Effect; or (iii) violate any Laws applicable to Seller, or any of its assets, which violation, individually or in the aggregate, would create a Seller Material Adverse Effect.



9.3.2.

Except as set forth in Schedule 9.3.2, no declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for the execution and delivery of this Agreement or the Ancillary Agreements or the consummation by Seller of the transactions contemplated by this Agreement or the Ancillary Agreements

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other than (i) such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not, individually or in the aggregate, create a Seller Material Adverse Effect, or (ii) such declarations, filings, registrations, notices, authorizations, consents or approvals which become applicable to Seller as a result of the specific regulatory status of Buyer (or any of its Affiliates) or the result of any other facts that specifically relate to the business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged.

        9.4.    Reports.    

        Since January 1, 2005 Seller has filed or caused to be filed with the applicable state or local utility commissions or regulatory bodies, the NRC, and the Department of Energy, as the case may be, all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by Seller with respect to the Zion Assets or the ownership or operation thereof under each of the applicable state public utility laws, the Atomic Energy Act, the Energy Reorganization Act, and the Price-Anderson Act and the respective rules and regulations thereunder, except for such filings the failure of which to make would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. All such filings complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder in effect on the date each such report was filed.

        9.5.    Absence of Seller Material Adverse Effect.    

        Since January 1, 2005, except as set forth in Schedule 4.5, there has not been any Seller Material Adverse Effect.

        9.6.    Title and Related Matters.    

        Except as set forth in Schedule 4.6:

9.6.1.

Seller holds an undivided one hundred percent (100%) interest in title to the Real Property.



9.6.2.

Seller holds an undivided interest in the Zion Assets free and clear of all Encumbrances, except Permitted Encumbrances.



9.6.3.

There are no pending or, to Seller's Knowledge, threatened governmental proceedings in eminent domain which would materially affect the Real Property, the Real Property Agreements or any improvements; to Seller's Knowledge, the Real Property and any improvements comply in all material respects with applicable Law, other than Environmental Laws and Nuclear Laws for which Seller's only representations and warranties are set forth in Sections 4.9 and 4.13, respectively; and to Seller's Knowledge, there are no special assessments or Encumbrances imposed by Governmental Authorities or violations that could be reasonably be expected to result in any material charge being levied or assessed or in the creation of any material Encumbrance.



9.6.4.

Seller has not received written notice of, and Seller does not have any Knowledge that there is any defect or condition of the soil or land, including any wetlands but excluding Environmental Liabilities and Liabilities under Nuclear Laws, which could reasonably be expected to materially impair Buyer's quiet enjoyment of the Real Property for its intended use and Buyer's ability to perform its obligations under the Lease Agreement.

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        9.7.    Real Property Agreements.    

        Schedule 4.7 lists, as of the date of this Agreement, all real property leases, mortgages, deeds of trust, easements, licenses and other rights in real property including all material amendments thereto (exclusive of non-current term extensions) (collectively, the "Real Property Agreements") which affect all or any part of any Real Property and are material to Buyer's possession or occupancy of, or Buyer's intended use of, the Real Property. Except as set forth in Schedule 4.7, all such Real Property Agreements are valid, binding and enforceable in accordance with their terms, and are in full force and effect; there are no existing defaults by Seller that, individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse Effect, and, to the Knowledge of Seller, no event has occurred which (whether with or without notice, lapse of time or both) would constitute a default by Seller that would reasonably be expected to have a Seller Material Adverse Effect.

        9.8.    Insurance.    

        Except as set forth in Schedule 4.8, all material policies of property damage, fire, liability, Nuclear Insurance Policies, worker's compensation and other forms of insurance relating to the Zion Assets are in full force and effect, all premiums with respect thereto covering all periods up to and including the date of this Agreement have been paid (other than retroactive premiums which may be payable with respect to ANI or NEIL policies), and no written notice of cancellation, non-renewal or termination has been received with respect to any such policy which was not replaced on substantially similar terms prior to the date of such cancellation. Except as described in Schedule 4.8, as of the date of this Agreement, to the Knowledge of Seller, no insurance with respect to the Zion Assets has been refused nor has its coverage been limited by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance during the past three (3) years, and all required notices have been sent to insurers to preserve all material claims under the aforementioned insurance policies.

        9.9.    Environmental Matters.    

        With respect to the Zion Station Site, the Zion Assets and the ownership or operation thereof, except as disclosed in Schedule 4.9:

9.9.1.

To the Knowledge of Seller (with such Knowledge limited, for the purpose of this Section 4.9.1, to the officers and employees of Seller and its Affiliates listed on Schedule 4.9, but without independent investigation or inquiry by or on behalf of Seller or any such officer or employee) there are no Environmental Liabilities;



9.9.2.

Seller has obtained and holds all material Environmental Permits used in or necessary for the ownership and possession of the Zion Station Site and the Zion Assets as conducted as of the date hereof, which are listed on Schedule 4.9, and each such Environmental Permit is in full force and effect, to the Knowledge of Seller (with such Knowledge limited, for the purpose of this Section 4.9.2, to the officers and employees of Seller and its Affiliates listed on Schedule 4.9, but without independent investigation or inquiry by or on behalf of Seller or any such officer or employee) Seller is in material compliance with all of its obligations thereunder, there are no proceedings pending, or to the Knowledge of Seller, threatened that would reasonably be expected to result in the revocation, termination, modification or amendment of any such Environmental Permit, and Seller has not failed to make in a timely fashion any application or other filing required for the renewal of any such Environmental Permit which failure would reasonably be expected to result in such Environmental Permit's termination or being revoked, terminated, suspended or adversely modified;



9.9.3.

To the Knowledge of Seller (with such Knowledge limited, for the purpose of this Section 4.9.3, to the officers and employees of Seller and its Affiliates listed on Schedule 4.9, but without independent investigation or inquiry by or on behalf of Seller or any such officer

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or employee) the Zion Station Site and the Zion Assets are in compliance in all material respects with all terms, conditions and provisions of, and have not received any written notice from any Governmental Authority that they are not or have not been in compliance (except for any such non-compliance that has been cured) with (i) all applicable Environmental Laws and (ii) all Environmental Permits;

9.9.4.

There are no Environmental Claims pending or, to the Knowledge of Seller, threatened against Seller, with respect to the Zion Station Site or the Zion Assets, and Seller does not have Knowledge (with such Knowledge limited, for the purpose of this Section 4.9.4, to the officers and employees of Seller and its Affiliates listed on Schedule 4.9, but without independent investigation or inquiry by or on behalf of Seller or any such officer or employee) of any facts or circumstances which are reasonably likely to form the basis for any material Environmental Claim against Seller with respect to the Zion Assets or the Zion Station Site;



9.9.5.

To the Knowledge of Seller (with such Knowledge limited, for the purpose of this Section 4.9.5, to the officers and employees of Seller and its Affiliates listed on Schedule 4.9, but without independent investigation or inquiry by or on behalf of Seller or any such officer or employee), no Releases of Hazardous Substances have occurred at, the Zion Station Site or from, on, or under the Zion Assets, and no Hazardous Substances are present on or migrating from the Zion Station Site or the Zion Assets, that are reasonably likely to give rise to a Environmental Claim against Seller or require any Remediation;



9.9.6.

Neither the Zion Station Site nor any portion thereof is an Environmental Clean-up Site and, to the Knowledge of Seller (with such Knowledge limited, for the purpose of this Section 4.9.6, to the officers and employees of Seller and its Affiliates listed on Schedule 4.9, but without independent investigation or inquiry by or on behalf of Seller or any such officer or employee), there has been no transportation or arrangement for transportation, treatment, storage, handling, or disposal of any Hazardous Substances or Nuclear Material from the Zion Station Site to any location which is an Environmental Clean-up Site;



9.9.7.

To the Knowledge of Seller (with such Knowledge limited, for the purpose of this Section 4.9.7, to the officers and employees of Seller and its Affiliates listed on Schedule 4.9, but without independent investigation or inquiry by or on behalf of Seller or any such officer or employee), there are no (i) underground storage tanks, active or abandoned; or (ii) polychlorinated-biphenyl-containing equipment located at the Zion Station Site;



9.9.8.

To the Knowledge of Seller (with such Knowledge limited, for the purpose of this Section 4.9.8, to the officers and employees of Seller and its Affiliates listed on Schedule 4.9, but without independent investigation or inquiry by or on behalf of Seller or any such officer or employee), there are no material Encumbrances, other than Permitted Encumbrances, arising under or pursuant to an Environmental Law with respect to the Zion Station Site or the Zion Assets and, to the Knowledge of Seller, there are no facts, circumstances, or conditions that are reasonably likely to materially restrict, encumber or result in the imposition of special conditions under any Environmental Law with respect to the ownership, occupancy, development, use, Decommissioning, or transferability, of the Zion Station Site or the Zion Assets, except those facts, circumstances or conditions relating to the status of the Zion Station Site and the Zion Assets as a nuclear facility;



9.9.9.

Since January 1, 2002, there have been no environmental audits or assessments with respect to the Zion Station Site or the Zion Assets by, on behalf of, or which are in the possession of Seller which have not been made available to Buyer or Buyer's Parent prior to the date hereof; and

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9.9.10.

Since January 1, 2002, there have been no claims by Seller against comprehensive general liability or excess insurance carriers for any Loss resulting from, relating to or arising from Environmental Claims with respect to the Zion Station Site or the Zion Assets.

        9.10.    Certain Contracts and Arrangements.    

9.10.1.

Seller is not, as of the date of this Agreement, a party to any written contract, agreement, personal property lease, commitment, understanding or instrument which is material to the ownership, present use, or possession of the Zion Assets or the present use, or possession of the Zion Station Site except for (i) those purchase orders, contracts, agreements, licenses and leases relating to the ownership, present use and maintenance of the Zion Assets or the Zion Station Site, which are listed in Schedule 4.10.1 (the "Seller's Agreements") or the other schedules to this Agreement or that are made available to Buyer; (ii) contracts, agreements, personal property leases, commitments, understandings or instruments in which all obligations of Seller will be fully performed or terminated prior to the Closing Date; (iii) Non-material Contracts; and (iv) the Ancillary Agreements.



9.10.2.

There is not, under any of the agreements listed on Schedule 4.10.1, any breach, violation, default or event which, with notice or lapse of time or both, would constitute a default on the part of Seller, or to the Knowledge of Seller, on the part of any of the parties thereto, except for any such breach or default that, individually or in the aggregate would not reasonably be expected to have a Seller Material Adverse Effect.

        9.11.    Legal Proceedings.    

        As of the date hereof, there are no claims, actions, proceedings or investigations pending or, to the Knowledge of Seller, threatened against or relating to Seller before any court, arbitrator, mediator or Governmental Authority which, individually or in the aggregate, would reasonably be expected to (i) result in a Seller Material Adverse Effect; (ii) prohibit or restrain the performance by Seller of this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby; or (iii) result in a material claim against Buyer for damages as a result of Seller entering into this Agreement or any of the Ancillary Agreements, or of the consummation of the transactions contemplated hereby or thereby. Seller is not subject to any outstanding judgment, rule, order, writ, injunction or decree of any court, arbitrator or Governmental Authority which, individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse Effect.

        9.12.    Permits.    

9.12.1.

Seller has all material permits, licenses, registrations, certificates, franchises and other governmental authorizations, consents and approvals, other than with respect to permits under Environmental Laws referred to in Section 4.9.2 or licenses issued by the NRC referred to in Section 4.13 (collectively, "Permits"), used in, or necessary for the ownership, use, or possession of, the Zion Assets as presently conducted or as required by Law. Seller has not received any written notification which remains unresolved that it is in violation of any of such Permits, or any Law applicable to the Zion Assets. Seller is in compliance with all Permits and Laws of any Governmental Authority applicable to the Zion Assets, excepting any such failure in compliance that would not reasonably be expected to have a Seller Material Adverse Effect.



9.12.2.

Schedule 4.12.2 sets forth all material Permits, other than Transferable Permits applicable to the Zion Assets.

        9.13.    NRC Licenses.    

9.13.1.

Seller has all licenses, permits, and other consents and approvals applicable to Zion Station that are issued by the NRC (collectively, "Licenses") and are necessary to the ownership and possession of the Zion Assets as presently conducted, pursuant to the requirements of all

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Nuclear Laws and all such Licenses are in full force and effect. Seller has not received any written notification which remains unresolved that it is in violation of any of such Licenses, or any order, rule, regulation, or decision of the NRC with respect to the Zion Assets. Seller is in compliance with all Nuclear Laws and all orders, rules, regulations, or decisions of NRC applicable to it with respect to the Zion Assets, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect.

9.13.2.

Schedule 4.13.2 sets forth all Licenses issued by the NRC applicable to the Zion Assets.

        9.14.    Regulation as a Utility.    

        Seller is not, as a result of its ownership or present use of the Zion Assets, subject to regulation as a public utility or public service company (or similar designation) by any state of the United States (other than Illinois) or any foreign country.

        9.15.    Tax Matters.    

        Except with respect to the portion of the Zion Assets that are part of the QDF, (i) all Tax Returns of Seller required to be filed for taxable periods ended prior to the Closing Date regarding the ownership, possession or use of the Zion Assets have been filed, and (ii) all Taxes attributable to the ownership, possession or use of the Zion Assets have been paid, except where such Taxes are being contested in good faith through appropriate proceedings. No notice of deficiency or assessment has been received from any taxing authority with respect to any liabilities for Taxes of Seller in respect to the Zion Assets that has not been fully paid or finally settled, except for matters that are being contested in good faith through appropriate proceedings.

        9.16.    QDF.    

9.16.1.

With respect to all periods prior to the Closing Date: (i) the QDF is a trust, validly existing under the laws of the State of Illinois with all requisite authority to conduct its affairs as it now does; (ii) the QDF satisfies all requirements necessary for such fund to be treated as a nuclear decommissioning fund as defined in Treas. Reg. Section 1.468A-1(b)(3); (iii) the QDF is in compliance in all material respects with all applicable Laws of the NRC and any other Governmental Authority and has not engaged in any acts of "self-dealing" as defined in Treas. Reg. § 1.468A-5(b)(2); (iv) no "excess contribution," as defined in Treas. Reg. § 1.468A-5(c)(2)(ii), has been made to the QDF which has not been withdrawn within the period provided under Treas. Reg. § 1.468A-5(c)(2)(i); (v) Seller has timely made valid elections to make annual contributions to the QDF since the first taxable year after the establishment of such fund and has made copies of such elections available to Buyer; and (vi) Seller has requested private letter rulings from the IRS requesting that Seller may contribute amounts to the QDFs without regard to the cost-of-service limitation for the 2006 tax year, and Seller has contributed Thirty-one Million Dollars ($31,000,000) to the QDFs with amounts withdrawn from the NDFs for the 2006 tax year.



9.16.2.

Seller has heretofore delivered to Buyer a copy of Seller's Decommissioning Trust Agreements as in effect on the date of this Agreement.



9.16.3.

Subject only to the Required Regulatory Approvals, Seller and the Trustee have, or as of Closing will have, all requisite authority to cause the assets of the QDF to be transferred to the Trustee of the Buyer's Post-Closing Decommissioning Trust Agreement.



9.16.4.

With respect to all periods prior to the Closing Date, (i) Seller and/or the Trustee of the QDF has/have filed or caused to be filed with the NRC and any other Governmental Authority all material forms, statements, reports, documents (including all exhibits, amendments and supplements thereto) required to be filed by such entities; and (ii) there are no interim rate orders that may be retroactively adjusted or retroactive adjustments to interim

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rate orders that materially may affect amounts that Buyer may contribute to the QDF or may require distributions to be made from the QDF. Seller has delivered to Buyer a copy of the revised schedule of ruling amounts most recently issued by the IRS for the QDF and a complete copy of the request that was filed with the IRS to obtain such schedule of ruling amounts and a copy of any pending request for revised schedule of ruling amounts, in each case together with all exhibits, amendments and supplements thereto. Any amounts contributed to the QDF while such ruling request is pending before the IRS and which are finally determined to exceed the applicable amounts provided in the schedule of ruling amounts issued by the IRS will be withdrawn from such fund within the period provided in Treasury Reg. 1.468A-5(c)(2)(i).

9.16.5.

Schedule 4.16 sets forth a statement of assets of the QDF as of as of the most recent available date and such statement presents fairly in all material respects as of such date the fair market value of the assets of the QDF. There are no Encumbrances for Taxes affecting the assets of the QDF other than Permitted Encumbrances.



9.16.6.

With respect to all taxable periods ending prior to the Closing Date, the QDF has filed all material Tax Returns required to be filed, including returns for estimated Income Taxes, such Tax Returns are true, correct and complete in all material respects, and all Taxes shown to be due on such Tax Returns have been paid in full. Except as shown in Schedule 4.16, no notice of deficiency or assessment has been received from any taxing authority with respect to any Liability for Taxes of the QDF which have not been fully paid or finally settled, and any such deficiency shown in such Schedule 4.16 is being contested in good faith through appropriate proceedings.

        9.17.    NDF.    

9.17.1.

With respect to all periods prior to the Closing Date, the NDF is a trust validly existing under the laws of the State of Illinois with all requisite authority to conduct its affairs as it now does. The NDF is in full compliance in all material respects with all applicable Laws of the NRC. The NDF is classified as a grantor trust owned by Seller under Sections 671 through 677 of the Code.



9.17.2.

Subject only to the Required Regulatory Approvals, Seller has or as of the Closing will have all requisite authority to cause a portion of the assets of the NDF to be transferred to the Trustee of the Post-Closing Decommissioning Trust Agreement pursuant to Section 11.12.



9.17.3.

Schedule 4.17 sets forth a statement of assets of the NDFas of the most recent available date and such statement presents fairly in all material respects as of such date the fair market value of the assets of the NDF.

        9.18.    Complete Copies.    

        To the Knowledge of Seller, Buyer or Buyer's Parent has been provided access to true, complete and unredacted copies of the emergency preparedness assets and agreements, Transferable Permits, NRC Commitments, Real Property Agreements and Seller's Agreements.

        9.19.    Buyer's Representations and Warranties.    

        As of the date hereof, Seller does not have any Knowledge (without independent investigation of inquiry by or on behalf of Seller or any officer or employee of Seller or its Affiliates) of any breaches of any of Buyer's representations or warranties.

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10.    REPRESENTATIONS AND WARRANTIES OF BUYER AND BUYER'S PARENT    

        Buyer, Buyer's Parent and Guarantor represent and warrant to Seller as follows:

        10.1.    Organization; Qualification.    .

10.1.1.

Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Buyer's Parent is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Utah. Guarantor is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. Each of Buyer, Buyer's Parent and Guarantor has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Buyer has heretofore delivered or made available to Seller complete and correct copies of its Certificate of Formation and Operating Agreement as currently in effect. Buyer's Parent has heretofore delivered or made available to Seller complete and correct copies of its Certificate of Formation and Operating Agreement as currently in effect. Buyer is, or on the Closing Date will be, qualified to conduct business in the State of Illinois. Buyer and Buyer's Parent conform to the restrictions on foreign ownership, control or domination contained in Sections 103d and 104d of the Atomic Energy Act of 1954, as applicable, and the NRC's regulations in 10 C.F.R. § 50.38



10.1.2.

Buyer, Buyer's Parent and Guarantor are financially capable and properly qualified to undertake their obligations under this Agreement and the Ancillary Agreements, and they are properly licensed, equipped, and organized to do so. The financial statements of Buyer's Parent and its consolidated subsidiaries as of and for the years ended December 31, 2005 and December 31, 2006 heretofore furnished by Buyer and Buyer's Parent to Seller, are true and correct and do present fairly, accurately, and completely the financial position of Buyer and Buyer's Parent, respectively, as of the dates and for the periods for which the same have been furnished, and all such financial statements have been prepared pursuant to and in accordance with generally accepted accounting principles applied on a consistent basis. All other financial information and statements of experience and qualifications of Buyer and Buyer's Parent heretofore furnished by Buyer or Buyer's Parent to Seller in connection with the evaluation, negotiation, review and approval of the transactions contemplated by this Agreement and the Ancillary Agreements are true and correct in all material respects. Buyer has sufficient financial resources, when combined with the assets to be transferred to the Buyer NDF and the Buyer QDF, and sufficient expertise and know-how to perform its obligations under the Lease Agreement, including Decommissioning and site restoration in compliance with the Lease Agreement and applicable Law on or before the Target Completion Date and to achieve End State Conditions thereafter. The documents filed with or furnished to the SEC by Guarantor, as of the dates on which they were filed or furnished, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

        10.2.    Authority Relative to this Agreement.    

        Each of Buyer, Buyer's Parent and Guarantor has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to consummate the transactions contemplated hereby or thereby. The execution and delivery of this Agreement and the Ancillary Agreements as applicable, and the consummation of the transactions contemplated hereby or thereby, will have been duly and validly authorized by all necessary corporate action required on the part of each of Buyer, Buyer's Parent and Guarantor, and no other corporate proceedings on the part of Buyer, Buyer's Parent or Guarantor are necessary to authorize this Agreement and the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby or thereby. This

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Agreement has been duly and validly executed and delivered by each of Buyer, Buyer's Parent and Guarantor, and assuming that this Agreement constitutes a valid and binding agreement of Seller and subject to the receipt of the Required Regulatory Approvals, constitutes a valid and binding agreement of each of Buyer, Buyer's Parent and Guarantor, enforceable against each of Buyer, Buyer's Parent and Guarantor in accordance with its terms. Each of the Ancillary Agreements to which Buyer, Buyer's Parent or Guarantor is a party, when executed and delivered at the Closing by Buyer, Buyer's Parent and/or Guarantor, as applicable, will constitute a valid and binding agreement of Buyer, Buyer's Parent and/or Guarantor, as applicable, enforceable against Buyer, Buyer's Parent and Guarantor, as applicable, in accordance with its terms.

        10.3.    Consents and Approvals; No Violation.    

10.3.1.

Subject to the receipt of the third-party consents set forth in Schedule 10.3.1 and the Required Regulatory Approvals, neither the execution and delivery of this Agreement and the Ancillary Agreements by Buyer, Buyer's Parent or Guarantor, as applicable, nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the Certificate of Formation or Limited Liability Company Agreement of Buyer or Buyer's Parent or the Certificate of Incorporation or bylaws of Guarantor; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, agreement, lease or other instrument or obligation to which Buyer, Buyer's Parent or Guarantor is a party or by which any of its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a material adverse effect on the business, assets, operations or condition (financial or otherwise) of Buyer, Buyer's Parent or Guarantor or on the ability of Buyer, Buyer's Parent or Guarantor to perform its obligations hereunder or under the Ancillary Agreements ("Buyer Material Adverse Effect"); or (iii) violate any Laws applicable to Buyer, Buyer's Parent or Guarantor, which violations, individually or in the aggregate, would create a Buyer Material Adverse Effect.



10.3.2.

Except as set forth in Schedule 10.3.2, no declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for the execution of this Agreement and the Ancillary Agreements and the consummation by Buyer, Buyer's Parent or Guarantor of the transactions contemplated by this Agreement or the Ancillary Agreements, other than (i) such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not, individually or in the aggregate, create a Buyer Material Adverse Effect, or (ii) such declarations, filings, registrations, notices, authorizations, consents or approvals which become applicable to Buyer as a result of the specific regulatory status of Seller (or any of its Affiliates) or the result of any other facts that specifically relate to the business or activities in which Seller (or any of its Affiliates) is or proposes to be engaged.

        10.4.    Legal Proceedings.    

        There are no claims, actions, proceedings or investigations pending or, to the Knowledge of Buyer, Buyer's Parent or Guarantor, threatened against Buyer, Buyer's Parent or Guarantor before any court, arbitrator, mediator or Governmental Authority which, individually or in the aggregate, would reasonably be expected to (i) result in a Buyer Material Adverse Effect; (ii) prohibit or restrain the performance by Buyer or Buyer's Parent of this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. Neither Buyer, Buyer's Parent nor Guarantor is subject to any outstanding Governmental Orders which would have a Buyer Material Adverse Effect.

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        10.5.    Absence of Buyer Material Adverse Effect; Liabilities.    

        Since January 1, 2005 there has not been any Buyer Material Adverse Effect. Except as disclosed in Schedule 5.5 or the financial statements described in Section 5.1.2, neither Buyer, Buyer's Parent nor Guarantor has incurred debt for borrowed money or guaranteed the indebtedness of any other Person. The real estate described in the Irrevocable Easement for Disposal Capacity is not subject to any Encumbrance, except as set forth in Schedule 5.5. Buyer has no assets or Liabilities, other than assets represented by capital contributed to Buyer by Buyer's Parent and assets and Liabilities existing by reason of this Agreement or the Ancillary Agreements. Buyer has not incurred, created or assumed any Encumbrance on any of its properties, revenues or rights, whether now owned or hereafter acquired.

        10.6.    Transfer of Decommissioning Funds.    

        The Buyer QDF and the Post-Closing Decommissioning Trust Agreement will, upon receipt of the private letter rulings described in Schedule 5.3.2 satisfy the requirements of Section 468A of the Code and the regulations promulgated thereunder. The Post-Closing Trust Agreement for the Buyer QDF and the Buyer NDF will satisfy the NRC's requirements for decommissioning trust provisions in 10 C.F.R. 50.75(h)(i) and the requirements under the Laws of the State of Illinois.

        10.7.    Foreign Ownership or Control.    

        Buyer or, if applicable, Buyer's Parent and Guarantor conform to the restrictions on foreign ownership, control or domination contained in Sections 103d and 104d of the Atomic Energy Act of 1954, as applicable, and the NRC's regulations in 10 C.F.R. § 50.38. Neither Buyer, Buyer's Parent nor Guarantor is currently owned, controlled or dominated by a foreign entity and neither will become owned, controlled, or dominated by a foreign entity before the Closing.

        10.8.    Seller's Representations and Warranties.    

        As of the date hereof, Buyer, Buyer's Parent and Guarantor have no Knowledge (without independent investigation or inquiry by or on behalf of any officer or employee of Buyer, Buyer's Parent, Guarantor or their Affiliates) of any breaches of any of Seller's representations or warranties.

        10.9.    Permit Qualifications.    

        Buyer will be, as the owner of the Zion Assets, qualified to hold any Permits and Environmental Permits.

11.    COVENANTS OF THE PARTIES    

        11.1.    Seller's Conduct of Business Relating to the Zion Assets.    

11.1.1.

During the period from the date hereof to August 19, 2009, and from August 4, 2010 to the Closing Date, Seller shall use and maintain, or cause to be used and maintained, the Zion Assets in the ordinary course of present use consistent with Good Utility Practices; it being understood that any actions deemed reasonably necessary in the use and maintenance of the Zion Assets in accordance with Good Utility Practices shall be deemed to be in the ordinary course unless such actions (i) materially impair Buyer's intended ownership, possession, or use of the Zion Assets, (ii) materially impair Buyer's intended lease, occupancy, possession, use, of the Zion Station Site as set forth in the Lease Agreement; or (iii) materially increase the Assumed Liabilities. Without limiting the generality of the foregoing, and, except as contemplated in this Agreement during the period from the date hereof to the Closing Date, without the prior written consent of Buyer (unless the requirement for such consent would be

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prohibited by Law), which consent will not be unreasonably withheld, Seller shall not directly do any of the following with respect to the Zion Assets:

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11.1.2.

During the period from the date hereof to the Closing Date, Seller shall also:

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