EXECUTION COPY THE VILLAGE OF BUCHANAN AND ENTERGY NUCLEAR INDIAN POINT 2, LLC AND ENTERGY NUCLEAR INDIAN POINT 3, LLC PAYMENT IN LIEU OF TAXES AGREEMENT FOR THE INDIAN POINT ENERGY CENTER DATED AS OF JUNE 1, 2015 00001285.4 00001285.4 Table of Contents Article I Definitions .. 2 Section 1.1 Definitions .. 2 Section 1.2 Interpretation .. 4 Article II Representations and Warranties .. 5 Section 2.1 Representations and Warranties .. 5 Section 2.2 Village Representations .. 6 Section 2.3 Company Representations .. 6 Article Payments in lieu of Taxes .. 6 Section 3.1 Term .. 6 Section 3.2 Tax Parcels .. 7 Section 3.3 Tax-Exempt Status of the Facility .. 7 Section 3.4 Amount of PILOT Payments; Timing of Payments .. 8 Section 3.5 Attribution of PILOT Payments to ISFSI .. 9 Section 3.6 Allocation of PILOT Payments to each of 1P2 and 1P3 .. 9 Section 3.7 Credits for Real Property Tax Payments .. 9 Section 3.8 Credits for Interim PILOT Payment .. 9 Section 3.9 Late Payments; Remedies .. 10 Section 3.10 Payments After Expiration or Termination of Term .. 10 Section 3.11 Property Covered, Future Improvements .. 10 Section 3.12 Damage or Destruction. .. 12 Section 3.13 Permanent Shut-down .. 12 Section 3.14 Partial Release; No Reduction .. 12 Section 3.15 Sale or Transfer of Facility .. 13 Article IV Termination .. 13 Section 4.1 Status as a Nuclear Facility .. 13 Section 4.2 Damage or Destruction .. 13 Section 4.3 Permanent Shut-down .. 13 Section 4.4 License Renewal .. 13 Section 4.5 Effect of Termination .. 14 Article Notices .. 14 i Article VI Assignment .. 15 Article VII Limited Obligation of the Parties .. 15 Article Miscellaneous .. 16 Section 8.1 Governing Law .. 16 Section 8.2 Severability .. 16 Section 8.3 Amendment .. 16 Section 8.4 Binding Effect .. 16 Section 8.5 Execution in Counterparts .. 16 Section 8.6 Table of Contents and Section Headings Not Controlling .. 16 Section 8.7 Effective Date .. 16 Section 8.8 Filing with the Commissioner .. 17 Section 8.9 Form of Payments .. 17 ii 00001285.4 INDIAN POINT ENERGY CENTER PAYMENT IN LIEU OF TAXES AGREEMENT This PAYMENT IN LIEU OF TAXES AGREEMENT, dated as of the 1St day of June, 2015 (the ?Agreement?), by and between the VILLAGE OF BUCHANAN, a body corporate and politic existing under the laws of the State of New York (the ?Village?), and ENTERGY NUCLEAR INDIAN POINT 2, LLC and ENTERGY NUCLEAR INDIAN POINT 3, LLC, limited liability companies duly organized and validly existing under the laws of the State of Delaware (together, the ?Company?) (the Village and Company are referred to herein as the ?Parties?), WITNESSETH: THAT, WHEREAS, the Company owns and operates the Indian Point 2 Nuclear Generating Station, a nuclear-powered electric generating facility having a nameplate rated capacity of 1,032 megawatts located in the Village and covered by tax parcel numbers SBL #43.10-2-1 and SBL #43.14-2-1, more fully described on Exhibit attached hereto, including associated property and equipment and the permanently inactive Indian Point 1 generating facility (collectively, the Indian Point 3 Nuclear Generating Station, a nuclear-powered electric generating facility having a nameplate rated capacity of 1,051 MW located in the Village and covered by tax parcel number SBL #43.10-2-2, more fully described on Exhibit attached hereto, including associated property and equipment (collectively, the Generation Support Building covered by tax parcel number SBL #43.10-2-3 (the and the Independent Spent Fuel Storage Facility covered by tax parcel number SBL #43.10-2-3 (the (1P2, 1P3, the GSB, and the ISFSI comprise the Indian Point Energy Center and, along with any future improvements thereto not speci?cally excluded by this Agreement, are de?ned collectively herein as the ?Facility?); and WHEREAS, over the past year the Parties have been engaged in negotiations regarding the tax treatment of the Facility and a long-term payment in lieu of tax agreement for the Facility that would create a stable source of revenue for the Village, a certain level of expense for the Company, and future budgeting certainty for the Parties, and the Parties have reached such an agreement; and WHEREAS, New York Real Property Tax Law Section 485 (?Section 485?) permits the exemption from taxation of nuclear powered electric generating facilities, such as the Facility, upon the adoption of a local law or resolution by any tax jurisdiction in which such facilities are located to confer the exemption and to authorize any such tax jurisdiction to enter into an agreement with the owners of such facilities to provide for payments in lieu of taxes; and WHEREAS, the Village conducted a public hearing on March 2, 2015 pursuant to the Municipal Home Rule Law and Section 485 with respect to Local Law No. 3 of the Year 2015 (titled ?Amended Local Law No. 2 of the Year 2015?, the ?Village Local Law?), and a public hearing on April 6, 2015 pursuant to Section 485 with respect to the Village?s execution of this 1 Agreement, notices of which were duly published and at which the public was given the opportunity to be heard; and WHEREAS, pursuant to Section 485, the Village passed Local Law No. 3 of 2015 on March 2, 2015, a copy of which is attached hereto as Exhibit providing for exemption of the Facility from taxation, special ad valorem levies and special assessments imposed by or within the Village commencing June 1, 2015, and the Village Board passed a resolution on April 6, 2015 pursuant to Section 485 approving this Agreement and authorizing its execution and delivery by the Mayor of the Village (the ?Village Resolution?), a copy of which is also attached hereto as Exhibit NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the receipt and suf?ciency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions For all purposes of this Agreement, defined terms indicated by the capitalization of the ?rst letter of such term shall have the meanings specified herein except as otherwise expressly provided for herein or as the context hereof otherwise requires. ?Affiliate? shall have the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and shall include the resultant entity following any merger between or consolidation of Entergy Nuclear Indian Point 2, LLC and Entergy Nuclear Indian Point 3, LLC. ?Agreement? means this payment in-lieu of taxes agreement by and among the Parties dated as of the first date written above. ?Annual Generation? means the actual MW generation in a calendar year of each of 1P2 and IP3. ?Baseline Generation? means 8,389,417 for 1P2 (representing its net generating capacity of 1,032 MW times a 92.8% capacity factor times 8,760 hours in the year) and 8,728,008 for 1P3 (representing its net generating capacity of 1,051 MW times a 94.8% capacity factor times 8,760 hours in the year). ?Capacity? means the net operating capacity of each of 1P2 and 1P3. ?Company? means Entergy Nuclear Indian Point 2, LLC and Entergy Nuclear Indian Point 3, LLC, limited liability companies organized under the laws of Delaware, and their successors and assigns. ?Commissioner? shall mean the Commissioner of the New York State Department of Taxation and Finance, of which the Office of Real Property Tax Services is a division. ?Current Capacity? means 1,032 MW for IP2 and 1,051 MW for 1P3. ?Electric Transmission System? means the regulated utility-owned transmission lines and equipment dedicated to the bulk transfer of high voltage electrical energy between electric generating stations and power purchasers. ?Equipment? means any equipment used by the Facility in the generation of electricity from nuclear power, including, but not limited to, any equipment required or used to provide for the safe shutdown or cooling of the Facility or to provide a backup source of power or to prevent or reduce nuclear material exposure, any equipment leading from the Facility to the point of interconnection with the Electric Transmission System, and any spare parts or subassemblies for any of the foregoing, but does not include any equipment in the Electric Transmission System. ?Facility? means IPZ, IP3, the GSB, the ISFSI, and all land, Equipment, and improvements covered by the Tax Parcels, along with any future improvements to the foregoing not specifically excluded by this Agreement. means the generation support building located in the Village on the 1P2 and 1P3 campus and covered by tax parcel number SBL #43.lO-2-3. means the Indian Point 2 Nuclear Generating Station, a Nuclear Facility having a nameplate rated capacity of 1,032 MW located in the Village and covered by tax parcel numbers SBL #43.lO-2-l and SBL #43.l4-2-l, more fully described on Exhibit attached hereto (under the heading Property Description?), including associated property and equipment and the permanently inactive Indian Point 1 generating unit. means the Indian Point 3 Nuclear Generating Station, a Nuclear Facility having a nameplate rated capacity of 1,051 MW located in the Village and covered by tax parcel number SBL #43.lO-2-2, more fully described on Exhibit attached hereto (under the heading Property Description?), including associated property and equipment. means the independent spent fuel storage facility located in the Village on the IP2 and 1P3 campus and covered by tax parcel number SBL #43.lO-2-3. means megawatt. means megawatt-hour. ?Nuclear Facility? means an electric generating facility which generates electricity from nuclear power for sale, directly or indirectly, to the public, and shall include the land upon which such facility is located and any Equipment, structures, buildings, and improvements located or to be installed thereon or therein, including, but not limited to, all of?ce, simulator, visitor center, laboratory or training center buildings, all maintenance, warehouse, Equipment, or other storage facilities, all nuclear waste handling and storage facilities and related Equipment, all material processing facilities, all roads, walkways, street lighting or parking areas serving such facilities and improvements, all training, fencing, sirens, siren towers, firing ranges, or other safety or security-related improvements, all interconnection modifications, water or sewer modifications, or regulator-required modifications, all back-up generating facilities, and any other facilities and improvements used in connection with operation of the Facility, but shall not include any equipment in the Electric Transmission System. means payment in lieu of tax. Payments? means the payments in lieu of tax payable with respect to the Facility, determined in accordance with Article IH of this Agreement. ?Plant? means 1P2 or 1P3, when referred to separately herein. means the Real Property Tax Law of the State, as amended from time to time. ?Section 485? means Section 485 of the RPTL to provide for exemption of Nuclear Facilities from taxation, special ad valorem levies, and special assessments. ?State? means the State of New York. ?Tax Parcels? means all tax parcels listed Section 3.2 hereof, as such list may be amended from time to time pursuant to Section 8.8 hereof. ?Tax Year? means the Village?s fiscal years tied to a specific assessment roll. For example, the 2015?2016 Tax Year is tied to the 2015 assessment roll and covers the period commencing on June 1, 2015 and ending on May 31, 2016 for the Village. ?Term? means the period of time established by Section 3.1 hereof. ?Village? means the Village of Buchanan, New York. ?Village Board? means the Board of Trustees of the Village. ?Village Local Law? means Local Law No. 3 of 2015 adopted by the Village on March 2, 2015, pursuant to Section 485 to provide for exemption of the Facility from taxation, special ad valorem levies, and special assessments. ?Village Resolution? means the resolution adopted by the Village on April 6, 2015, pursuant to Section 485 approving this Agreement and authorizing its execution and delivery by the Mayor of the Village. Section 1.2 Interpretation In this Agreement, unless the context otherwise requires: a. The terms ?hereby,? ?hereof,? ?herein,? ?hereunder,? and any similar terms as used in this Agreement refer to this Agreement, the term ?heretofore? shall mean before, and the term ?hereafter? shall mean after the date of this Agreement; b. Words of masculine gender shall mean and include correlative words of feminine and neuter genders, and words importing the singular number shall mean and include the plural number and vice versa; and c. Any certificates, letters, or opinions required to be given pursuant to this Agreement shall mean a signed document attesting to or acknowledging the circumstances, representations, opinions of law, or other matters therein stated or set forth or setting forth matters to be determined pursuant to this Agreement. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties Each of the Parties executing this Agreement hereby represents and warrants that, as of the date of this Agreement: a. it is duly organized, validly existing, and in good standing under the laws of the State in which it is formed as set forth in the first paragraph of this Agreement and has requisite authority to own its property and assets and conduct its business as presently conducted or proposed to be conducted under this Agreement; b. it has the power and authority to execute, deliver, and carry out all applicable terms and provisions of this Agreement; c. all necessary action has been taken to authorize its execution, delivery, and performance of this Agreement, and this Agreement constitutes its legal, valid, and binding obligation enforceable against it in accordance with its terms; d. no governmental approval by or with any government authority is required for the valid execution, delivery, and performance under this Agreement by such Party except such as have been duly obtained or will be obtained or made and, in the case of the Company, except such as are required for the operation and maintenance of the Facility, and the Company has no reason to believe that any such government approval will not be made or obtained as required for the Company?s performance hereunder; e. none of the execution or delivery of this Agreement, the performance of the obligations in connection with the transaction contemplated hereby, or the fulfillment of the terms and conditions hereof will con?ict with or violate any provision of its charter, certi?cate of organization, limited liability company agreement, or bylaws; (ii) con?ict with, violate, or result in a breach of any applicable law; or con?ict with, violate, or result in a breach of or constitute a default under or result in the imposition or 5 creation of any mortgage, pledge, lien, security interest, or other encumbrance under this Agreement or under any term or condition of any mortgage, indenture, or any other agreement or instrument to which it is a party or by which it or any of its properties or assets are bound; f. there is no action, suit, or proceeding, at law or in equity, or of?cial investigation before or by any government authority pending or, to its knowledge, threatened against it, wherein an anticipated decision, ruling, or finding would result in a material adverse effect on its ability to perform its obligations under this Agreement or on the validity or enforceability of this Agreement; and g. the conduct of its business is in compliance with all applicable governmental approvals with which a failure to comply, in any case or in the aggregate, would result in a material adverse effect on its ability to perform its obligations under this Agreement or on the validity or enforceability of this Agreement. Section 2.2 Village Representations The Village represents and warrants that the Village Local Law and the Village Resolution remain in full force and effect and have not been modified, rescinded, or revoked as of the date hereof and that all actions on the part of the Village necessary or appropriate for the effectiveness of the Village Local Law and the Village Resolution and the execution and delivery of this Agreement have occurred and been satisfied. The Village further represents and warrants that the Village Local Law was or will be filed with the Commissioner of the New York State Department of Taxation and Finance (the ?Commissioner?) within thirty (30) days of its adoption. Section 2.3 Company Representations The Company represents and warrants that: a. each of 1P2 and 1P3 constitutes a Nuclear Facility pursuant to Section 485; and b. any and all pending real property tax assessment challenges or certiorari proceedings commenced by the Company against the Village pursuant to Article 5 or Article 7 of the RPTL with respect to the Facility and not previously settled shall be withdrawn, discontinued and dismissed with prejudice as soon as practicable following execution and delivery of this Agreement. ARTICLE PAYMENTS IN LIEU OF TAXES Section 3.1 Term The term of this Agreement will be ten (10) payment years covering the Tax Years 6 illustrated in the schedule below, or such reduced period of time created by an earlier termination pursuant to Article IV hereof (the ?Term?). This Agreement shall be effective on June 1, 2015 and continue through May 31, 2025. Tax Roll Fiscal Year Year Year 2015-2016 2015 2015-2016 2016-2017 2016 2016-2017 2017-2018 2017 2017-2018 2018-2019 2018 2018?2019 2019-2020 2019 2019-2020 2020-2021 2020 2020-2021 2021-2022 2021 2021-2022 2022-2023 2022 2022-2023 2023-2024 2023 2023-2024 2024-2025 2024 2024-2025 Section 3.2 Tax Parcels This Agreement shall apply to all assets owned by the Company that are located on or covered by the following tax parcels (the ?Tax Parcels?), which together comprise the Facility: IP2 43.10-2-1 GT Site/Buchanan Franchise/Substation 43.14-2-1 1P3 43.10?2?2 Administration 43.10?2?3 The change or amendment of the Tax Identi?cation or parcel numbers currently used by the Village to identify or classify all or any part of the Facility, or the addition or deletion of Tax Identification or parcel numbers used by the Village to identify or classify all or any part of the Facility, will not cause the PILOT Payments to change. Notwithstanding the foregoing, the Village may create a new tax parcel for any improvement not covered by this Agreement in accordance with Section 3.11 hereof. Section 3.3 Tax-Exempt Status of the Facility Pursuant to Section 485 and following adoption by the Village of the Village Local Law, the Facility shall be categorized as exempt from all real property taxes, special assessments, special ad valorem levies, and other similar charges imposed by the Village or any special improvement district within the Village which would have been or are assessed against the Facility during the Term. The Company will remain responsible for any water or sewer usage charges properly levied on the Facility, and such usage charges will be paid by the Company in addition to PILOT Payments hereunder. Section 3.4 Amount of PILOT Payments; Timing of Payments a. PILOT Payment Amounts. The Company shall make a payment in lieu of taxes Payment?) for the Facility in each Tax Year during the Term in the amount of $2,624,000, as such amount shall be increased by the Payment Adjustment Factor (defined below) or may be otherwise adjusted pursuant to this Agreement. b. Payment In?ation. For the 2015-2016 Tax Year, the PILOT Payment shall be $2,624,000. Commencing with the 2016-2017 Tax Year, the PILOT Payment shall be adjusted annually by a factor (the ?Payment Adjustment Factor?) equal to the lesser of: the ?Allowable Levy Growth Factor? published by New York State Of?ce of the State Comptroller for the involved Tax Year, or (ii) two percent In the event the New York State Office of the State Comptroller does not publish the ?Allowable Levy Growth Factor?, or it is otherwise unavailable, the Payment Adjustment Factor will be the lesser of: the rate of percentage change in the United States Bureau of Labor Statistics Consumer Price Index for the twelve month period ending six months prior to the start of the Tax Year for which the Payment Adjustment Factor is to be determined, or (ii) two percent c. PILOT Payment Timing. The Company shall make PILOT Payments to the Village on or before June 30 of each calendar year during the Term. Annual due dates are set forth in the table below. Tax Roll Fiscal Due Date for Year Year Year PILOT Payment 2015-2016 2015 2015-2016 June 30, 2015 2016-2017 2016 2016?2017 June 30, 2016 2017-2018 2017 2017-2018 June 30, 2017 2018-2019 2018 2018-2019 June 30, 2018 2019-2020 2019 2019-2020 June 30, 2019 2020-2021 2020 2020-2021 June 30, 2020 2021-2022 2021 2021-2022 June 30, 2021 2022-2023 2022 2022-2023 June 30, 2022 2023-2024 2023 2023-2024 June 30, 2023 2024-2025 2024 2024?2025 June 30, 2024 Invoices. The Village agrees to issue invoices or cause invoices to be issued to the Company (Attention: Director, State and Local Tax) at the address set forth in Article of this Agreement at the same time tax bills for the Village are delivered. If the Village permits payment by wire transfer, appropriate wiring instructions will be included on the form of invoice. Failure to issue the invoices shall not relieve the Company from its obligation to make such payments. e. Payee. PILOT Payments shall be made payable to the following: Village of Buchanan Village Hall 236 Tate Avenue Buchanan, New York 10511 Section 3.5 Attribution of PILOT Payments to ISFSI The Village has required that a portion of the PILOT Payments due hereunder be attributed to the ISFSI. Accordingly, and without conceding that such payments can be used to impute the taxable value of the ISFSI, for the 2015-2016 Tax Year, the portion of PILOT Payment attributed to the ISFSI portion of tax parcel number SBL #43.10-2-3 is $124,000. For the 2016-2017 Tax Year and Tax Years thereafter during the Term, 4.7256098% of all PILOT Payments due hereunder shall be attributable to the ISFSI portion of tax parcel number SBL At the election of the Company, the Village shall produce invoices re?ecting such attribution. Section 3.6 Allocation of PILOT Payments to each of IP2 and 1P3 PILOT Payments under this Agreement shall be allocated evenly between and IP3, with fifty percent of PILOT Payment responsibility allocated to IP2, and ?fty percent of PILOT Payment responsibility allocated to 1P3, except as such responsibility may be adjusted for generating capability changes to IP2 or 1P3 (in which case, allocation between IPZ and 1P3 shall re?ect the adjusted generating capability for the impacted Plant in accordance with Section 3.11 hereof), or for damage or destruction of or IP3 or shut-down of IP2 or H33 (in which case, allocation between IP2 and 1P3 shall re?ect the ramp-down of payment responsibility for the impacted Plant in accordance with Sections 3.12 or 3.13 hereof). Section 3.7 Credits for Real Property Tax Payments Any general or special ad valorem real property tax payments made by the Company to the Village with respect to the Facility or any portion thereof, during a Tax Year to which this Agreement applies, will be applied as a credit against the PILOT Payment for that Tax Year (and against future Tax Years to the extent the taxes paid exceed the PILOT Payment for that Tax Year), to the extent such tax payments are not timely refunded to the Company. Should the Company, under any subsequently adopted State or local law or assessing jurisdiction decision, pay to the Village in any Tax Year any amounts in the nature of general or special ad valorem taxes levied and/or assessed upon the Facility or the interest therein of the Company or the occupancy thereof by the Company, then the Company?s obligation hereunder to make PILOT Payment to the Village in such Tax Year will be reduced by the ad valorem tax amount which the Company so paid or is obligated to pay to the Village in such Tax Year (and in future Tax Years to the extent the taxes paid exceed the PILOT Payment for that Tax Year). Section 3.8 Credits for Interim PILOT Payment The Company and the Village may enter into an interim PILOT agreement with respect 9 to the Facility for the 2015-2016 Tax Year. This Agreement shall supersede and replace any such interim PILOT agreement. However, in the event a PILOT payment is or was made by the Company to the Village pursuant to such an interim PILOT agreement for the 2015-2016 Tax Year, such PILOT payment will be applied as a credit against the PILOT Payment to the Village due hereunder for the 2015?2016 Tax Year. To the extent the amount of the credit in a particular Tax Year exceeds the PILOT Payment due for that Tax Year, the amount by which the credit exceeds such PILOT Payment shall be applied as a credit to future Tax Year(s) and associated PILOT Payment(s). Section 3.9 Late Payments; Remedies PILOT Payments not made to the Village prior to the date due shall be subject to the same interest and penalties as unpaid real property taxes. As stated in Section 3.4(d) above, the Village?s failure to issue payment invoices shall not relieve the Company from its obligation to make payment. However, interest and penalties shall not apply if an invoice is not issued, or payment is made within thirty (30) days of the Company?s receipt of any invoice issued. The of?cer collecting real property taxes for the Village shall be entitled to present to the Village a statement to the effect that PILOT Payments, if any, remain unpaid. The Village shall be entitled, upon receipt of such statement, to levy against the Facility for any unpaid PILOT Payments set forth in such statement, together with all applicable interest and penalties, and collect and enforce such levy in the same manner and to the same extent as provided by law for the collection of real property taxes, notwithstanding the fact that the Facility is otherwise wholly exempt from taxation. This provision does not preclude the Village from pursuing any and all rights and remedies available to it in law or equity, from enforcing this Agreement, or otherwise collecting any amounts due under this Agreement. Section 3.10 Payments After Expiration or Termination of Term At the expiration or earlier termination of the Term, the assessment, levy, and collection of taxes related to the Facility shall be made pursuant to then current law. Section 3.11 Property Covered, Future Improvements a. Property Covered, Generally. Except as provided herein, this Agreement and the PILOT Payments contemplated hereby apply to all existing and future facilities and improvements used in connection with or associated with operation of the Facility, whether or not described by the Tax Parcels and without regard to the creation of new or additional tax parcels for future facilities and improvements located on, above, under, or adjacent to the land covered by the Tax Parcels. b. General Operating Improvements. New Buildings or Expanded Footprint. Except as provided herein, future improvements or capital investments in the Facility that do not result in: construction of a new building, or (ii) addition to the foundation footprint of an existing building, shall be covered by this Agreement and shall not cause any increase in PILOT Payments hereunder. Future improvements or capital investments in the Facility that result in or (ii) above shall not be covered by this Agreement. 10 c. Generating Capability Changes. i. Increases in Capacity. Future improvements or capital investments in either 1P2 or IP3 that increase its net operating capacity (?Capacity?) in excess of five percent above its Current Capacity, shall result in a proportional increase in PILOT Payments for that Plant based upon the relative increase in Capacity in excess of ?ve percent above its Current Capacity. ii. Decrease in Annual Generation Due to Environmental or Regulatory Compliance. Future improvements or alterations in either IP2 or IP3 associated with achieving environmental or regulatory compliance that result in a decrease in its Annual Generation by more than ?ve percent below its Baseline Generation shall result in a proportional decrease in PILOT Payments for that Plant based upon the relative decrease in Annual Generation in excess of five percent below its Baseline Generation. Adjustment Period and Effect of Adjustment on PILOT Payments. The percentage adjustments contemplated by this Section shall be calculated on a calendar year basis, measured January 1 through December 31 of each calendar year during the Term, and shall apply to PILOT Payments for the ?rst Tax Year following such calculation period. iv. Notice of Generating Capability Changes. On or before January 31 of each year during the Term, the Company shall provide notice to the Village of any increases in Capacity in excess of five percent above Current Capacity, and any decreases in Annual Generation in excess of five percent below Baseline Generation. v. Annual Meeting. The Company shall endeavor to convene a meeting with representatives of the Village in the first quarter of each calendar year to discuss actual and anticipated generating capability changes and the actual and potential impacts of same on PILOT Payments. (1. Safety, Security, and Environmental or Regulatory Compliance Improvements. Notwithstanding anything herein to the contrary, future improvements or capital investments in the Facility that are required for safety and security of the Facility or for environmental or regulatory compliance shall be covered by this Agreement and shall not cause any increase in the PH.OT Payments. For avoidance of doubt, this Agreement shall cover any and all improvements, additions, or modi?cations to the Facility?s cooling water system, including, but not limited to, any wedge wire screen systems, cooling tower systems, or other closed cycle cooling systems. 6. ISFSI Pad Expansion or Construction. Notwithstanding anything herein to the contrary, in the event the reinforced concrete pad underlying the ISFSI is expanded or a separate ISFSI pad is constructed, PILOT Payments shall be increased by an amount equal to the portion of PILOT Payments attributable to the existing ISFSI pad per square 11 foot of the existing ISFSI pad times the square footage of the ISFSI pad expansion or the newly constructed ISFSI pad. f. Addition of Non-nuclear Generating Capacity. If the Company adds merchant generating capacity on the Tax Parcels that is unrelated to the operation and maintenance of the Facility gas?fired generating units that are not back-up generating units for the Facility), the real property elements of the associated improvements shall be subject to tax and covered outside this Agreement. Section 3.12 Damage or Destruction. In the event all or substantially all of either of IP2 or IP3 is damaged or destroyed and the affected Plant ceases to operate, the Company shall be entitled to no abatement of its obligations to make PILOT Payments in the Tax Year during which such damage or destruction occurs, and must make all PILOT Payments for such Tax Year in full. In the event of a temporary shut- down of either of IP2 or 1P3 due to damage, there shall be no reduction or abatement in the PILOT Payments. A temporary shut-down shall be deemed to have occurred if the affected Plant is anticipated to cease operation for a period of less than six (6) months following such damage. In the event all or substantially all of either of IP2 or IP3 is damaged or destroyed and the affected Plant ceases to operate, for so long as each of the Company and the Village elects not to terminate this Agreement pursuant to Section 4.02 hereof for the damaged or destroyed P1ant(s), PILOT Payments for such P1ant(s) for the Tax Years following the Tax Year during which such damage or destruction occurs shall be reduced by 30% in the ?rst Tax Year following such damage or destruction, 60% in the next Tax Year following damage or destruction, and 90% in the third Tax Year following damage or destruction and continuing at that level for the remaining portion of the Term. If the impacted P1ant(s) are repaired and restored to full operation, PEOT Payments (un-reduced for such damage or destruction) shall resume in the first Tax Year following completion of such repair. Section 3.13 Permanent Shut-down. In the event the decision to permanently shut down either of IP2 or 1P3 is reached, for so long as each of the Company and the Village elects not to terminate this Agreement pursuant to Section 4.03 hereof with respect to such P1ant(s), PLOT Payments for the P1ant(s) to be shut down for the Tax Years following the Tax Year during which such shut-down occurs shall be reduced by 30% in the first Tax Year following shut-down, 60% in the next Tax Year following shut-down, and 90% in the third Tax Year following shut-down and shall continue at that level for the remaining Tax Years during the Term. Section 3.14 Partial Release; No Reduction The Company may, without the consent of the Village, sell, transfer, or assign any portion of the Facility, provided that thirty (30) days? advance written notice of such sale, transfer, or assignment is provided to the Village. If any portion of the lands comprising the Facility is sold or transferred, the PILOT Payments due hereunder shall not be reduced. 12 Section 3.15 Sale or Transfer of Facility If the Facility is sold or transferred by the Company to a third party, this Agreement shall be made binding upon such third party and the Village shall release the Company from the obligations assumed by the purchaser or transferee. ARTICLE IV TERMINATION Section 4.1 Status as a Nuclear Facility This Agreement will terminate immediately if the Facility ceases to constitute a Nuclear Facility, and the Facility shall become subject to tax for the first full Tax Year associated with the taxable status date following the notice of termination period. Section 4.2 Damage or Destruction In the event all or substantially all of either of 1P2 or IP3 is damaged or destroyed, each of the Company and the Village shall have a Tax Year by Tax Year right to terminate this Agreement for the damaged or destroyed Plant(s), at its option, with such right first exercisable for the ?rst Tax Year following the date notice of damage or destruction is provided by the Company to the Village. An election to terminate this Agreement for the damaged or destroyed Plant(s) shall become effective for the Tax Year following the Tax Year during which notice is glven. Section 4.3 Permanent Shut-down In the event a decision to permanently shut down either of 1P2 or IP3 is reached (for any reason including failure to receive license extension) and notice of shut-down is provided to the NRC, each of the Company and the Village shall have a Tax Year by Tax Year right to terminate this Agreement for the Plant(s) to be shut down, at its option, with such right first exercisable for the ?rst Tax Year following the date notice of shut-down is provided by the Company to the Village. An election to terminate this Agreement for the shut?down Plant(s) shall become effective for the Tax Year following the Tax Year during which notice is given. Section 4.4 License Renewal In the event the NRC extends the operating license of either of 1P2 or IP3 for a period of time exceeding ten (10) years from the expiration date stated in its original operating license, either the Company or the Village shall have a one-time right to terminate this Agreement for the Plant(s) receiving such extension, at their option. Such right must be exercised and effective within six (6) months following the date of the NRC determination to extend the operating license(s), and this Agreement for the relicensed Plant shall automatically continue and remain in full force and effect for the remainder of the Term if neither the Company nor the Village elects to terminate. Neither the Company nor the Village may exercise their right of termination without giving the other at least four (4) months? advance written notice of the election. Unless 13 this Agreement for the relicensed Plant(s) is, amended during that four-month period, this Agreement shall terminate. Upon such termination, the involved Plant will be placed on the taxable roll and shall be subject to assessment and taxation for the following Tax Year. In the event the four?month notice of termination is given, the parties agree to meet during such four- month period to discuss potential terms of an amended PEOT agreement. Notwithstanding the foregoing, termination under this provision shall be effective for the first Tax Year following expiration of the four-month notice period but in no event shall be effective before the sixth (6th) Tax Year covered by this Agreement. Section 4.5 Effect of Termination This Agreement shall be administered on a Tax Year basis. No partial Tax Year taxes, levies or assessments shall be owed following termination notwithstanding the effect or potential effect of RPTL 485 and 520. Termination shall be first effective for the Tax Year associated with the January 1 taxable status date following the earlier to occur of: notice of termination is given by either of the Parties to the other, or the date upon which termination occurs as provided for in this Article. Upon termination, the Village shall move all Tax Parcels associated with the Plant(s) to which termination applies to Section 1 of the Village?s assessment roll and a tax lien shall attach to the Tax Parcels for the next Tax Year. For that next Tax Year and Tax Years following, the assessment, levy, and collection of taxes related to the Plant(s) to which termination applies shall be made pursuant to then current law. The Company shall have the right to challenge any assessments relating to such taxes payable on the Plant(s) to which termination applies for Tax Years following such termination. ARTICLE NOTICES All notices, demands, requests, consents, or other communications provided for or permitted to be given pursuant to this Agreement shall be in writing and shall be mailed, communicated by electronic mail, or delivered to the Parties at the respective address set forth below: If to the Village: with a copy to: Village of Buchanan Stephanie Porteus, Esq. Village Hall Village Attorney 236 Tate Avenue The McCarthy Law Firm, PC. Buchanan, New York 10511 1 Croton Point Ave Attn: Mayor Croton On Hudson, New York 10520 14 If to the Company: with a copy to: Entergy Nuclear Indian Point 2, LLC Swartz Moses PLLC Entergy Nuclear Indian Point 3, LLC 1583 East Genesee Street c/o Entergy Services, Inc. Skaneateles, New York 13152 PO Box 61000 Attn: Peter H. Swartz, Esq. New Orleans, Louisiana 70161 Telephone: (315) 554-8166 Attn: Director, State and Local Tax Telephone: (504) 576-4325 All such notices, demands, requests, consents, or other communications shall be deemed to have been duly given when transmitted by electronic copy or personally delivered or, in the case of a mailed notice, upon receipt, in each case addressed as aforesaid. Either of the Parties may from time to time change its address for notices by providing notice of such change to the other Party given in accordance with this Section. ARTICLE VI ASSIGNMENT The Company may not sell, transfer, assign, pledge, mortgage, hypothecate, or otherwise dispose of and encumber all or any of its rights, title, and interests in, to, and under this Agreement to any third party purchaser of the Facility or either of and IP3 (through asset sale or entity sale), without providing notice to and receiving the consent of the Village, which consent may not be unreasonably withheld or unduly delayed; provided, however, that the Village shall be deemed to have consented if it does not provide the Company with notice of its intention to withhold consent within thirty (30) days following the date of the Company notice. Notwithstanding the foregoing, the Company may sell, transfer, assign, pledge, mortgage, hypothecate, or otherwise dispose of and encumber all or any of its rights, title, and interests in, to, and under this Agreement to any lender as security for the performance of its obligations under any loan agreement with such lender or to an Affiliate that purchases or acquires a controlling interest in the Facility or either of 1P2 and IP3, without the consent of the Village, provided such successor owner or controlling interest purchaser assumes and agrees to be bound by this Agreement or would be bound by operation of law. ARTICLE VII LIMITED OBLIGATION OF THE PARTIES All obligations of the Parties contained in this Agreement shall be deemed to be the corporate obligations of the respective Parties and not obligations of any member, officer, agent, servant, employee, or Af?liate of the Parties. No recourse upon any obligation contained in this Agreement, or otherwise based on or in respect of this Agreement, shall be had against any past, present, or future member, officer, agent, servant, employee, or Affiliate of the Parties. 15 ARTICLE MISCELLANEOUS Section 8.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State without giving effect to the con?ict of laws principles thereof. All disputes arising out of or in connection with this Agreement will be decided in the first instance by the New York State Supreme Court, County of Westchester, to the exclusion of all other courts, except that the Parties shall have all appeal rights allowed by State law. The Parties hereby submit to the jurisdiction of the New York State Supreme Court, County of Westchester, for purposes of all such suits. Section 8.2 Severability In the event that any provision of this Agreement is held to be unenforceable or invalid by any court or regulatory authority of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected so long as the Parties renegotiate the unenforceable or invalid provision(s) in order to accomplish the goals and intent of this Agreement consistent with Section 485. Section 8.3 Amendment This Agreement may not be amended except by an instrument in writing signed by the Parties. Section 8.4 Binding Effect This Agreement shall inure to the bene?t of and shall be binding upon each of the Parties and, as permitted by this Agreement, their respective successors and permitted assigns. Section 8.5 Execution in Counterparts This Agreement may be executed by the Parties hereto in several counterparts, and each such counterpart shall be deemed to be an original and all of which together constitute but one and the same agreement. Section 8.6 Table of Contents and Section Headings Not Controlling The Table of Contents and the section headings in this Agreement have been prepared for convenience of reference only and shall not control, affect the meaning of, or be taken as an interpretation of any provision of this Agreement. Section 8.7 Effective Date This Agreement shall be effective as of June 1, 2015. 16 Section 8.8 Filing with the Commissioner The Village shall cause copies of this Agreement to be filed with the Commissioner and with the Clerk of the Village within thirty (30) days after the execution hereof by the Parties. Section 8.9 Form of Payments The amounts payable under this Agreement shall be payable in such coin and currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. 17 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the day and year ?rst above written. VILLAGE OF BUCHANAN Theresa Knickerbocker Village Mayor ENTERGY NUCLEAR INDIAN POINT 2, LLC Byi??ma?y . 33:593ng k. gmaw??m TEX 03$ ENTERGY NUCELAR INDIAN POINT 3, LLC By; ma; aways Qamacm a. Gmsman o?kcek 18 Exhibit Exhibit LIST OF EXHIBITS LEGAL DESCRIPTIONS OF THE FACILITY VILLAGE LOCAL LAW AND VILLAGE RESOLUTION 19 {35> EXHIBIT LEGAL DESCRIPTION OF THE FACILITY 000013212 IP2 Propertv Description 000013212 Policy/Title No. SCHEDULE A - ITEM 4 PARCEL A (1P1 and 1P2): All that certain piece or parcel of land situate in the Village of Buchanan. Town of Cortlandt, County of Westchester and State of New York, bounded and described as follows: BEGINNING at the point on the northwesterly line of Broadway in salt Village where it is met by the line dividing the lands herein described, on the northeast, from lands conveyed to Enterng Nuclear Indian Point 3, LLC on the southwest, which point occupies coordinate position: 460,582.572 605,385.556 of the New York State Coordinate System, East Zone; THENCE from the said point of beginning northwesterly, northeasterly and again northwesterly along the said division line, the following courses and distances: North 63 degrees 43 minutes 41 seconds west, 310.02 feet; North 63 degrees 30 minutes 45 seconds west, 229.13 feet; North 77 degrees 36 minutes 34 seconds west, 168.54 feet; North 63 degrees 41 minutes 22 seconds west, 215.25 feet; North 57 degrees 11 minutes 26 seconds west, 355.78 feet; North 38 degrees 17 minutes 00 seconds east, 1,229.13 feet; North 29 degrees 14 minutes 02 seconds west, 227.28 feet; North 51 degrees 43 minutes 00 seconds west, 433.65 feet; North 38 degrees 17 minutes 00 seconds east, 19.47 feet; THENCE on a non-tangent curve to the left, the center of which bears North 11 degrees 17 minutes 55 seconds west, the central angle of which is 236 degrees 51 minutes 06 seconds, the radius of which is 47.50 feet for 196.36 feet; THENCE Northerly 51 degrees 43 minutes 00 seconds west, 558.88 feet to a point in The Hudson River; Page 3 Date Printed September 5, 2001 Policy/Title No. SCHEDULE A - ITEM 4 - continued THENCE through the waters of The Hudson River the following courses and distances: North 38 degrees 17 minutes 00 seconds east, 632.86 feet; and] South 51 degrees 43 minutes 00 seconds east, 114.00 feet to a ptiint at the Mean High Water Mark of the easterly shore thereof; . THENCE northeasterly and easterly along the Mean High Water Mart: of the easterly shore of The Hudson River its winds and turns along a line that is generally de?ned by the following ourses and disrances: North 50 degrees 40 minutes 00 seconds east, 83.00 feet; North 58 degrees 20 minutes 00 seconds east, 35.00 feet; i South 81 degrees 10 minutes 00 seconds east, 14.00 feet; North 37 degrees 40 minutes 00 seconds east, 70.00 feet; North 03 degrees 50 minutes 00 seconds east, 66.00 feet; North 23 degrees 40 minutes 00 seconds east, 29.00 feet; North 06 degrees 00 minutes 00 seconds west, 58.00 feet; North 19 degrees 20 minutes 00 seconds east, 28.00 feet; North 34 degrees 30 minutes 00 seconds east, 127.00 feet; North 46 degrees 20 minutes 00 seconds east, 32.00 feet; North 75 degrees 20 minutes 00 seconds east, 127.00 feet; North 49 degrees 56 minutes 00 seconds east, 191.00 feet; North 35 degrees 50 minutes 00 seconds east, 46.00 feet; North 58 degrees 20 minutes 00 seconds east, 59.00 feet; North 35 degrees 30 minutes 00 seconds east, 30.00 feet; North 65 degrees 00 minutes 00 seconds east, 39.00 feet; Page 4 Date Printed September 5, 2001 Policy/Title No. NY010001 SCHEDULE A ITEM 4 - continued North 86 degrees 20 minutes 00 seconds east, 47.00 feet; South 50 degrees 40 minutes 00 seconds east, 32.00 feet; North 84 degrees 20 minutes 00 seconds east, 57.00 feet; North 62 degrees 50 minutes 00 seconds east, 76.00 feet; North 28 degrees 40 minutes 00 seconds east, 41.00 feet; North 02 degrees 20 minutes 00 seconds west, 89.00 feet; North 26 degrees 10 minutes 00 seconds east, 91.00 feet; North 48 degrees 50 minutes 00 seconds east, 32.00 feet; North 07 degrees 40 minutes 00 seconds east, 25.00 feet; North 55 degrees 30 minutes 00 seconds east, 51.00 feet; South 85 degrees 50 minutes 00 seconds east, 30.00 feet; South 38 degrees 30 minutes 00 seconds east, 11.00 feet; North 74 degrees 00 minutes 00 seconds east, 8.00 feet; North 29 degrees 00 minutes 00 seconds east, 26.00 feet; South 71 degrees 20 minutes 00 seconds east, 12.00 feet; South 51 degrees 00 minutes 00 seconds east, 27.00 feet; North 74 degrees 00 minutes 00 seconds east, 50.00 feet; North 49 degrees 00 minutes 00 seconds east, 35.00 feet; North 68 degrees 20 minutes 00 seconds east, 156.00 feet; South 80 degrees 20 minutes 00 seconds east, 51.00 feet; North 77 degrees 00 minutes 00 seconds east, 58.00 feet; North 53 degrees 10 minutes 00 seconds east, 41.00 feet; Page 5 Date Printed September 5, 2001 Policy/Title No. SCHEDULE A - ITEM 4 - continued North 41 degrees 10 minutes 00 seconds east, 49.00 feet; North 05 degrees 20 minutes 00 seconds east, 14.00 feet; North 40 degrees 10 minutes 00 seconds east, 53.00 feet; North 64 degrees 30 minutes 00 seconds east, 35.00 feet; South 74 degrees 20 minutes 00 seconds east, 38.00 feet; South 34 degrees 30 minutes 00 seconds east, 16.00 feet; North 85 degrees 20 minutes 00 seconds east, 63.00 feet; South 45 degrees 50 minutes 00 seconds east, 25.00 feet; South 12 degrees 20 minutes 00 seconds east, 19.00 feet; South 44 degrees 10 minutes 00 seconds east, 113.00 feet; North 80 degrees 30 minutes 00 seconds east, 109.00 feet; South 82 degrees 50 minutes 00 seconds east, 91.00 feet; South 54 degrees 10 minutes 00 seconds east, 87.00 feet; South 31 degrees 10 minutes 00 seconds east, 71.00 feet; and South 53 degrees 20 minutes 00 seconds east, 25.87 feet to a point in a line of lands now or formerly of the Village of Buchanan; THENCE along the said Village of Buchanan lands the following courses and distances: South 08 degrees 15 minutes 50 seconds east, 824.18 feet; South 53 degrees 16 minutes 20 seconds east, 106.06 feet; North 71 degrees 04 minutes 20 seconds east, 195.50 feet; South 13 degrees 43 minutes 00 seconds east, 402.00 feet; and South 51 degrees 43 minutes 00 seconds east, 166.00 feet to another point on the northwesterly line of Broadway; THENCE southwesterly along the said northwesterly line of Broadway south 36 degrees 32 minutes 40 seconds west, 3,114.17 feet to the point or place of BEGINNING. Page 6 Date Printed September 5, 2001 Policy/Title No. SCHEDULE A - ITEM 4 - continued SCHEDULE OF EXCEPTED IMPROVEMENTS SITUATED ON PARCEL A: A) EXCEPTING AND EXCLUDING from the above described Parcel A the following described ?xtures, structures, improvements or other interests conveyed to the Power Authority of the State of New York by that certain deed made by Consolidated Edison Company of New York, Inc. ("Con Edison") to NYPA, dated as of 12/30/75 and recorded 12/31/75 in Liber 7306 Cp 736 in the Of?ce of the Clerk of the County of Westchester (the Deed") NOTE - All Parcel and Map references in paragraphs 1 through 16, below, are as de?ned in the NYPA Deed. Further, Map Nos. 1 and 2 referenced below in paragraphs 1 through 16 were ?led collectively as Map No. 18703 on 12/31/1975 in the Of?ce of the Clerk of the County of Westchester. 1. An undivided 47 percent interest, as tenant in common, in and to the outfall gates power cables running from Parcel A underground through Easement Parcel 1 to MCC 102 in the Screenwell Structure, No. 1 on Easement Parcel 1 (as designated on Map No. 1 of the NYPA Deed) and associated control wires from Parcel A underground through Easement Parcel 1 to Control Building No. 1, such facilities being designated on Map No. 1 of the NYPA Deed as together with appurtenances. 2. All right, title and interest in and to the 10 inch high pressure ?re protection water line connections from two connections on Easement Parcel 1 to Parcel A, designated as on Map No. 1, of the NYPA Deed. 3. All right, title and interest in and to the following facilities on Easement Parcel 1, designated as indicated on Map no. 1 of the NYPA Deed: i. ii. vi. vii. 8 inch, 4 inch and 2 inch City water lines, from and including the nearest valve on Easement Parcel 1 2 inch chlorination system line, from and including valve CL 16 on Easement Parcel 1, including associated controls and heat tracing 2-1/2 inch carbon dioxide line, from and including valve PG-3 on Easement Parcel 1 8 inch auxiliary steam line, from and including valve SB-4 on Easement Parcel 1 4 inch auxiliary condensate return, from and including valve on Easement Parcel 1 3 inch demineralized water line, from and including valve on Easement Parcel 1 4 inch station air line, from and including valve SA-33 on Easement Parcel 1 6 inch condensate make-up line, from and including valve CT-40 on Easement Parcel 1 Page 7 Date Printed September 5, 2001 Policy/Title No. SCHEDULE A - ITEM 4 - continued ix. 1-1/2 inch desuperheater water line, from and including valve on Easement Parcel 1 x. 2 inch radioactive liquid waste line, from and including valves LW 531 and LW 532 on Easement Parcel 1 xi. 3 inch steam generator blow down line, from and including valve LW 530 on Easement Parcel 1 xii. 1-1/2 inch hydrogen line, from and including nearest valve on Easement Parcel 1 All right, title and interest in and to two connections for the Parcel A security lighting and surveillance system power line, designated on Map No. of the NYPA Deed All right, title and interest in and to the underground telemetering and control cables and conduit duct banks related to 345 KV transmission, designated on Map No. 1 of the NYPA Deed as running generally from Parcel A through Easement Parcel 1 and Broadway ending at and including cubicles C3-1 and C3-6 in Control Unit No. 1 in the Buchanan Substation on Easement Parcel 2. All right, title and interest in 138 KV underground transmission lines 33332 from Parcel A through two sets of 138 KV potheads to (but not including) disconnecting switch HTS-6N on Easement Parcel 1, designated on Map No. of the NYPA Deed as All right, title and interest in and to towers, foundations, equipment, ?xtures, and appurtenances and i. Overhead 345 KV transmission lines from Parcel A easterly across Easement Parcel 1 and Broadway to Easement Parcel 2 to the 345 KV south ring bus in the Buchanan Substation on Easement Parcel 2, to and including circuit breakers 1 and 3, pantograph switches F13 and 1A, disconnecting switches 1B, 3A and 3B, and associated ground switches, lightning arresters, coupling capacitor potential devices, and supporting structures and footings. ii. Overhead 138 KV transmission line 95331 from Parcel the Buchanan substation, including disconnecting switches BT2-6W and BT2-6E, circuit breaker BT2-6, lightning arresters, supporting structures and footings. designated on Map No. 1 of the NYPA Deed as All right, title and interest in and to the 13.8/6.9 KV autotransformer, a 6.9 KV breaker and switchgear and a 13.8 KV breaker and switchgear, associated structures, ?xtures and footings comprising the Gas Turbine Substation on Easement Parcel 1, connecting underground 6.9 KV power line to Parcel A and control lines to the Passageway Bridge, and appurtenances, designated on Map No. 1 of the NYPA Deed as All right, title and interest in and to the Passageway Bridge, supporting structures and footings, and equipment located thereon, designated on Map No. 1 of the NYPA Deed as ending at the south wall of Turbine Generator Building No. 1 on Easement Parcel 1, and appurtenances. Page 8 Date Printed September 5, 2001 B) 10. 11. 12. 13. 14. 15. 16. Policy/Title No. SCHEDULE A - ITEM 4 continued All right, title and interesr in and to the Controlled Passageway from the northerly boundary of Parcel A to the south wall of Superheater Building No. 1 on Easement Parcel 1, designated on Map No. 1 of the NYPA Deed as and appurtenances. All right, title and interest in and to the continuation from the Passageway Bridge of the 480 Volt feeder to MCC 210, and of communication, miscellaneous control and telephone cables to the connection for each to their ?rst respective terminal boxes in Turbine Generator Building No. 1 on Easement Parcel 1, which feeder and cables are designated on Map No. 1 of the NYPA Deed as All right, title and interest in and to the underground telemetering and control cables and conduit duct banks related to 138 KV transmission, designated on Map No. 1 of the NYPA Deed as running easterly from Parcel A across Easement Parcel 1 and Broadway to the Buchanan Substation on Easement Parcel 2. All right, title and interest in and to the 138 KV underground control cables, designated on Map No. 1 of the NYPA Deed as running from Parcel A to the 138 KV switchyard easterly of the Superheater Building on Easement Parcel 1. All rights title and interest in and to the existing anchors and supports for the Meteorological Tower, designated on Map No. of the NYPA Deed as on lands now or formerly of Con Edison conveyed to Con Edison by lnamly Corporation by deed dated October 31, 1972 and recorded in said Clerk?s Of?ce on December 7, 1972, in Liber 7097 of Conveyances at Page 355. All right, title and interest in and to the signal wiring for the sensors for monitoring the temperature of the water in the Discharge Canal running from Parcel A along the west side of the waterfront roadway to an electrical tunnel on Easement Parcel 1, and thence into Control Building No. 1 on Easement Parcel 1, designated on Map No. 1 of the NYPA Deed as All right, title and interest in and to the 4" service line for the air bubbler running from the nearest valve on Easement Parcel 1 north of Screenwell Structure No. 1 along the waterfront to Parcel A, designated on Map No. of the NYPA Deed as ALSO EXCEPT ING AND EXCLUDING from the above described Parcel A all right, title and interest in and to the 345 KV transmission line delineated and designated on Map No. of the NYPA Deed, and associated towers, foundations, transmission lines, cables and other equipment and appurtenances. Page 9 Date Printed September 5, 2001 Policy/Title No. SCHEDULE A ITEM 4 continued SCHEDULE OF INTERESTS AND EASEMENTS APPURTENANT TO PARCEL A: A) TOGETHER with the following described ?xtures, structures, improvements, easements and other interests located on Parcel A of the NYPA Deed: NOTE - All Parcel and Map references in paragraphs 1 through 18, below, are as de?ned in the NYPA Deed. Further, Map Nos. 1 and 2 referenced below in paragraphs 1 through 18 were ?led collectively as Map No. 18703 on 12/31/1975 in the Of?ce of the Clerk of the County of Westchester. 1. All right, title and interest in and to the sanitary sewage treatment plant and sewers delineated and designated on Map No. 1 of the NYPA Deed as and the associated power supply system, designated on Map No. 1 of the NYPA Deed as together with the related foundations, supporting structures and appurtenances; together with an easement to dispose of the ef?uent by percolation; together with the right, privilege and easement of access thereto for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, remove or abandon, such sanitary sewage treatment system and associated power supply and appurtenances. An undivided 53 percent as a tenant in common in and to that portion of the circulating water Discharge Canal lying south of a line parallel to and 135 feet south of the northerly boundary of PARCEL A, delineated on Map No. 1 of the NYPA Deed and designated thereon as together with the right, privilege and easement in common to transmit cooling water and process water, surface and storm water through such portion of the Discharge Canal and for such purposes an easement of access thereto for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire and abandon such portion of the Discharge Canal; AND all right, title and interest in and to that portion of such Discharge Canal lying north of such line parallel to and 135 feet south of the northerly boundary of PARCEL A, delineated on Map No. 1 of the NYPA Deed and designated thereon as together with the right, privilege and easement to transmit cooling water and process water, surface and storm water through such portion of the Discharge Canal and for such purposes an easement of access thereto for vehicles and personnel to maintain, Operate, inspect, repair, reconstruct, replace, retire and abandon such portion of the Discharge Canal, subject to the co-tenant?s right privilege and easement to maintain the existing service water pumps and associated piping and bridge constructed over the Discharge Canal, together with the right, privilege and easement to draw water from the Discharge Canal, provided the exercise of such right does not interfere with or damage such Discharge Canal. An undivided 53 percent interest as a tenant in common in and to the outfall gates Control House and power and control conduits serving the Control House and the outfall gates (but omitting such portion of such power and control conduits as are found on the outfall gates and associated structures westerly of the weSterly boundary of PARCEL A of the NYPA Deed within lands now or formerly of New Yorlc State Atomic and Space Development Authority), and appurtenances thereto, delineated and designated on Map No. 1 of the NYPA Deed as together with the necessary easement and appurtenances of connection of alternate power cables to a source within PARCEL A of the NYPA Deed; together with the right, privilege and easement in common for operation of the outfall gates; and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire and abandon such facilities, but subject to the applicable provisions of that certain lease between New York State Atomic and Space Development Authority, as Lessor, or its successor, and Con Edison, as Lessee, date July 1, 1971, of lands now or formerly under the waters of the Hudson River delineated Page 10 Date Printed September 5, 2001 Policy/Title No. SCHEDULE A - ITEM 4 - continued and designated on Map No. 1 of the NYPA Deed as and marked on Map No. 3 Atomic Space Development Agency, now or formerly, Liber 7006 cp 298", conveyed to said Lessor by deed recorded in said Clerk?s Of?ce (Division of Land Records) in Liber 7006 of Conveyances, at page 298, on August 13, 1971. An undivided 50 percent interest as a tenant in common in and to the Meteorological Tower, the Meteorological Trailer, forward scatter meter, associated foundations, structures, supports, anchors, and other associated facilities and appurtenances, delineated on Map No. of the NYPA Deed and designated thereon as together with the right, privilege and easement in common to utilize the same for collection of meteorological and other data, and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire and abandon such facilities. The right, privilege and easement to use for purposes of emergency evacuation, in common, the access roads delineated and designated on Map No. 2 of the NYPA Deed as The right, privilege and easement to use for ingress and egress for vehicles and personnel, in common, the access roads delineated and designated on Map No. 2 of the NYPA Deed as All right, title and interest in and to the electric panel board and telephone switching equipment located in the northerly end of the building denominated as delineated and designated on Map No. 1 of the NYPA Deed, and associated wires and cables and necessary easements for service lines, and appurtenances, delineated as on Map No. 1 of the NYPA Deed, and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such reserved facilities. The right, privilege and easement to transmit 138 KV power in either direction from Con Edison?s 138 KV bus in the Buchanan Substation (as delineated on Maps No. and No. 2 of the NYPA Deed on BASEMENT PARCEL 2, through circuit breaker BT 2-6 and disconnecting switches BT 2-6W and BT 2-6E, through overhead transmission line 95331, through the 138 KV switchyard on PARCEL A, and thence through underground 138 KV transmission lines 33332 and two sets of 138 KV potheads to disconnecting switch BT 5-6N on BASEMENT PARCEL 1 (designated and delineated on Map No. 2 of the NYPA Deed as and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire and remove such lines and appurtenances. The right, privilege and easement for use of control cables for the 138 KV transmission system described in paragraph 8, above, from Control Building No. 3 (designated as "Control Bldgthe NYPA Deed on PARCEL A, via tray and conduit underground to panels and terminal boxes in the Control House (designated as "Control House" on Map No. 1 of the NYPA Deed) in the 138 KV switchyard within PARCEL A, and thence underground to the switchyard easterly of the Superheater Building on BASEMENT PARCEL 1, designated and delineated on Map No. 2 of the NYPA Deed as and appurtenances thereto, and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire and remove such cables and appurtenances. Page 11 Date Printed September 5, 2001 10. 11. 12. 13. Policy/Title N0. SCHEDULE A - ITEM 4 - continued The right, privilege and easement, in common, to maintain sensors on the equipment bridge Over the Discharge Canal for monitoring dissolved oxygen, pH and temperature of the water in the Discharge Canal, and the associated sampling station building erected or to be erected just northerly on said equipment bridge, and connecting signal wiring running along the equipment bridge, westerly of Screenwell Structure No. 3 on PARCEL A, and from thence northerly on the west side of the waterfront roadway on PARCEL A to an electrical tunnel on EASEMENT PARCEL and thence into Control Building No. 1 on BASEMENT PARCEL 1, designated and delineated on Map No. 2 of the NYPA Deed as and for such purposes an easement of access for vehicles and personnel to maintain, operate, inSpect, repair, reconstruct, replace, retire, abandon or remove such facilities. The right, privilege and easement, common, for electric transmission along the 480 Volt feeder from and to MCC 210, designated and delineated on Map No. 2 of the NYPA Deed as installed within the Passageway Bridge (designated and delineated on Map No. of the NYPA Deed as and for such purpose an easement of access for personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such facilities. The right, privilege and easement, in common, to use the following facilities terminating in PARCEL A, delineated and designated as noted on Map No. 2 of the NYPA Deed: i. 4" station air line, from valve SA-33 on BASEMENT PARCEL 1 through the Passageway Bridge to the station air compressor in the heater bay in Turbine Generator Building No. 3 on PARCEL A ii. 3" demineralized water line from valve PW-91 on EASEMENT PARCEL 1 through the Passageway Bridge to the outlet of ?ash evaporator in Turbine Generator Building No. 3 on PARCEL A 6" condensate make-up line from valve CT-40 on EASEMENT PARCEL 1 through the - Passageway Bridge to the Boiler Feed Pump in Turbine Generator Building No. 3 on Parcel A iv. 1-1/2" hydrogen line, from the first valve at the hydrogen storage facility north of Screenwell Structure No. on BASEMENT PARCEL 1 to the hydrogen storage facility north of Screenwell Structure No. 3 on PARCEL A together with easements of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such facilities. The right, privilege and easement, in common, for the ?ow of water through the high pressure fire protection water system on PARCEL A and connections on BASEMENT PARCEL 1, delineated and designated on Map No. 2 of the NYPA Deed as and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such system. Page 12 Date Printed September 5, 2001 14. 15. 16. 17. 18. Policy/Title No. SCHEDULE A - ITEM 4 - continued The right, privilege and easement, in common, for 6.9 KV and 13.8 KV connections to the Gas Turbine Substation and for transmission of electricity to and through equipment in the Gas Turbine Substation (the latter being designated and delineated on Map No. 1 of the NYPA Deed as and appurtenances, and for such purposes an easement of access for vehicles and personnel to maintain, Operate, inspecr, repair, reconstruct, replace, retire, abandon or remove such connections, equipment and appurtenances. The right, privilege and easement, in common, for use of control cables associated with said Gas Turbine Substation located on the north support truss of said Passageway Bridge, and within cable trays in the Passageway Bridge to Turbine Generator Building No. 1, which control cables are delineated and designated on Map No. 2 of the NYPA Deed as "RE-ll", and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such control cables. The right, privilege and easement, in common, to use the portion of PARCEL A delineated and designated on Map No. 2 of the NYPA Deed as for temporary storage of excavated materials in association with construction on BASEMENT PARCEL 1, and for such purposes an easement of access for vehicles and personnel, but subject to an obligation to restore the storage area substantially to its preexisting condition by removal of said excavated materials. The right, privilege and easement, in common, in and to the land under water and the waters of the Hudson River within the westerly boundary of PARCEL A of the NYPA Deed for navigation, scienti?c and technical investigation, metering and testing, and to maintain facilities and equipment incident to such uses, and for such purposes, an easement of access for vessels and personnel to maintain, operate, inspect, repair, reconstruct, replace, and remove such incidental facilities and equipment. The right, privilege and easement, in common, to use the Passageway Bridge delineated and designated on Map No. 2 of the NYPA Deed as for emergency exit from Turbine Generator Building No. 1. Page 13 Date Printed September 5, 2001 B) C) Policy/Title o. NYO 10001 SCHEDULE A - ITEM 4 - continued TOGETHER with the following easements set forth in that certain Declaration of Easements Agreement made by and between Consolidated Edison Company of New York, Inc. and Entergy Nuclear Indian Point 2, LLC, dated as of September 2001 and recorded on 1. 2. 2001 in Control No. 34S KV Feeder Cable Easement as set forth in Schedule 138 KV Feeder Cables Easement as set forth in Schedule 13.8 KV Feeder Cables Easement as set forth in Schedule Easement for Access as set forth in Section Drainage Easement as set forth in Section 2.03. Easement for Ingress and Egress as set forth in Section 2.04. TOGETHER with the easement for purposes of loading and unloading equipment by barge and truck reserved by Consolidated Edison Company of New York, Inc. ("Con Edison") in that certain deed made by Con Edison to Village of Buchanan, New York, dated 6/9/1969 and recorded on 9/15/1969 in Liber 6862 cp 695. Page 14 Date Printed September 5, 2001 Policy/Title No. SCHEDULE A - ITEM 4 - continued PARCEL (GT Site): All that certain piece or parcel of land situate in the Village of Buchanan, Town of Cortlandt, County of Westchester and State of New York, bounded and described as follows: BEGINNING at the point on the southeasterly line of Broadway in said Village where it is met by the line dividing the lands herein described, on the northeast, from lands fOrmerly of John McClosky and now occupied by the Roman Catholic Church Cemetery, on the southwest, which point occupies coordinate position: 459,780,576 604,928.065 of the New York State Coordinate System, East Zone; THENCE from the said point of beginning, northeasterly along the said southeasterly line of Broadway 36? 32? 40" 1,027.82 feet to a point. Thence through the lands of Consolidated Edison Company of New York, Inc. the following courses: 5 47? 12? 34" 258.54 feet 36? 15? 26" 178.30 feet and 35? 13? 00" 437.90 feet to a point on the line of lands formerly of Migliore and now or formerly of Central School District No. 3 of the Town of Cortlandt. Thence along the said School District lands 89? 59? 31" 54.05 feet to a point in the center of a stone wall marking the westerly line of lands formerly of Bleakley and none or formerly of the said Central School District No. 3 of the Town Cortlandt. Thence along the last mentioned School District lands and along lands formerly of Bleakley and now or formerly of Young and mostly along the center of the said stone wall, the following courses: 25? 03? 00" 140.14 feet, 15? 58? 00" 83.45 feet, 3 18? 43? 00" 160.00 feet, 16? 44' 00" 29.55 feet, 12? 55? 20" 171.89 feet, 10? 37? 00" 214.29 feet, 09? 17' 20" 66.66 feet, 04? 05? 00" 167.90 feet, 05? 05? 20" 91.90 feet, 02? 29? 40" 52.10 feet, 06? 13? 00" 39.20 feet, Page 15 Date Printed September 5, 2001 Policy/Title No. NY010001 SCHEDULE A - ITEM 4 - continued 09? 37? 30" 33.30 feet, and 21? 12? 52" 35.62 feet to a point at the line of lands formerly of and now shown on that certain "Subdivision Plat of Pheasants Run. . . which was ?led in the Westchester County Clerk?s Of?ce on March 22, 1990 as Map No. 24110. Thence along the lands shown on said Filed Map No. 24110, along land formerly of and now shown on that certain map entitled "Subdivision of Property for Seamus and Eileen which was ?led in the Westchester County Clerk?s Of?ce on August 6, 1993 as Map No. 24934 and along lands formerly of and now or formerly of Keesler and in part along the center of a stone walhthe following courses: 18? 2 35" 44.90 feet, 61? 38? 20" 245.07 feet, 61? 13? 20" 195.40 feet, and 61? 02' 20" 122.67 feet to a point at the line of the ?rst mentioned lands formerly of John MCClosky and now occupied by the Roman Catholic Church Cemetery. Thence along the said cemetery lands the following courses and distances: 29? 35? 00" 816.82 feet and 61? 37? 20" 338.46 feet to the southeasterly line of Broadway and the point or place of beginning, containing 15.1948 acres, more or less. Page 16 Date Printed September 5, 2001 1P3 Property Description 000013212 Policy/Title No. 991877A SCHEDULE A - ITEM 4 PARCEL A: ALL those certain lots, pieces or parcels of land, situate, lying and being in the Village of Buchanan, Town of Cortlandt County of Westchester and the State of New York, and more particularly bounded and described as follows: BEGINNING at a point on the northwesterly boundary line of Broadway where the same is intersected by the southwesterly boundary line of the Village of Buchanan; said point being an iron pin located at North 459, 973.773, East 604,934.334 of The New York Coordinate System - East Zone; THENCE along said Village boundary line of the following three (3) bearings and distances: 1. 2. 3. North 61 degrees 12 minutes 30 seconds West 1,130.00 feet; South 36 degrees 32 minutes 40 seconds West 984.00 feet; and North 61 degrees 12 minutes 30 seconds West 320.00 feet; THENCE along the division line between property now or formerly of Georgia-Paci?c Corporation on the west and now or formerly of Consolidated Edison Company of New York, Inc. on the east the following four (4) bearings and distances: 1. North 23 degrees 17 minutes 30 seconds East 575.00 feet; 2. North 31 degrees 19 minutes 30 seconds East 425.00 feet; 3. North 16 degrees 54 minutes 30 seconds East 675.00 feet; and 4. North 33 degrees 22 minutes 50 seconds West 597.28 feet to a point in the former high water line of the Hudson River; THENCE along said former high water line the following two (2) bearings and distances: 1. 2. North 58 degrees 40 minutes 30 seconds East 94.93 feet, and North 26 degrees 13 minutes 20 seconds East 22.38 feet to a point at the most southerly corner of lands now or formerly under water granted by The People of the State of New York in Letters Patent dated October 27, 1959 to Consolidated Edison Company of New York, Inc. and recorded in the Of?ce of the Clerk of the County of Westchester on December 14, 1959 in Liber 5973 of Deeds at Page 289; THENCE along the southwesterly and northwesterly boundary line of said grant the following two (2) bearings and distances: 1. North 51 degrees 43 minutes 00 seconds West 166.03 feet, and Page 2 Date Printed January 3, 2001 Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued North 38 degrees 17 minutes 00 seconds East 90.39 feet to a point at the most westerly corner of premises conveyed by Consolidated Edison Company of New York, Inc. to New York State Atomic and Space Development Authority in Indenture dated July 26, 1971 and recorded August 13, 1971 in the Of?ce of the Clerk of the County of Westchester in Liber 7006 of Deeds at Page 298; THENCE along the southwesterly, southeasterly and northeasterly boundary lines of said premises the following (6) bearings and distances: geewwe South 51 degrees 43 minutes 00 seconds East 70.00 feet; North 31 degrees 20 minutes 43 seconds East 88.35 feet; North.42 degrees 44 minutes 52 seconds East 94.95 feet; North 71 degrees 46 minutes 23 seconds East 39.42 feet; North 34 degrees 54 minutes 28 seconds East 41.80 feet, and North 51 degrees 43 minutes 00 seconds West 86.00 feet to a point at the most northerly comer of said premises; THENCE along the aforesaid northwesterly boundary line of said grant; North 38 degrees 17 minutes 00 seconds East 817.43 feet to a point; THENCE through property now or formerly of Consolidated Edison Company of New York, Inc. the following eleven (11) bearings and distances: 1. 10. South 51 degrees 43 minutes 00 seconds East 558.88 feet to a point located North 68 degrees 09 minutes 01 seconds West, 47.50 feet distant measured radially from the center of a circular curve; Northerly, easterly and southerly along said curve a distance of 196.36 feet to a point located South 11 degrees 17 minutes 55 seconds East, 47.50 feet distant measured radially from the center of said curve; South 38 degrees 17 minutes 00 seconds West 19.47 feet; South 51 degrees 43 minutes 00 seconds East 433.65 feet; South 29 degrees 14 minutes 02 seconds East 227.28 feet; South 38 degrees 17 minutes 00 seconds West 1229.14 feet; South 57 degrees 11 minutes 26 seconds East 355.78 feet; South 63 degrees 41 minutes 22 seconds East 215.25 feet; South 77 degrees 36 minutes 34 seconds East 168.54 feet; South 63 degrees 30 minutes 45 seconds East 229.13 feet; and Page 3 Date Printed January 3, 2001 Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued 11. South 63 degrees 43 minutes 41 seconds East 310.02 feet to a point on the aforesaid northwesterly boundary line of Broadway; THENCE along said northwesterly boundary line of Broadway South 36 degrees 32 minutes 40 seconds West 757.79 feet to the point of beginning. All bearings are referred to true North at the 74 degrees 20 minutes meridian of West Longitude. Page 4 Date Printed January 3, 2001 Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued SCHEDULE OF EXCEPTED IMPROVEMENTS SITUATED ON PARCEL A: EXCEPTING AND EXCLUDING from the above described Parcel A the following described fixtures, structures, improvements or other interests reserved by Consolidated Edison Company of New York, Inc. ("Con Edison") by that certain deed made by Con Edison to Power Authority of the State of New York, dated as of 12/30/75 and recorded 12/31/75 in Liber 7306 Cp 736 in the Of?ce of the Clerk of the County of Westchester (the Deed") 1. All right, title and interest in and to the 345 KV transmission line designated on Map No. 1 of the NYPA Deed, and associated towers, foundations, transmission lines cables and other equipment and appurtenances. All right, title and interest in and to the sanitary sewage treatment plant and sewers designated on Map No. 1 of the NYPA Deed as and the associated power supply system, designated on Map No. of the NYPA Deed as together with the related foundations, supporting structures and appurtenances. An undivided 53 percent interest, as tenant in common, in and to that portion of the circulating water Discharge Canal lying south of a line parallel to and 135 feet south of the northerly boundary of Parcel A, designated on Map No. 1 of the NYPA Deed as and all right, title and interest in and to that portion of such Discharge Canal lying north of such line parallel to and 135 feet south of the northerly boundary of Parcel A, designated on Map No. 1 of the NYPA Deed as An undivided 53 percent interest, as tenant in common, in and to the outfall gates Control House and power and control conduits serving the Control House and the outfall gates (but omitting such portion of such power and control conduits as are found on the outfall gates and associated structures westerly of the westerly boundary of Parcel A within lands now or formerly of New York State Atomic and Space Development Authority), and appurtenances thereto, designated on Map No. 1 of the NYPA Deed as An undivided 50 percent interest, as tenant in common, in and to the Meteorological Tower, the Meteorological Trailer, forward scatter meter, associated foundations, structures, supports, anchors and other associated facilities and appurtenances, designated on Map No. 1 of the NYPA Deed as All right, title and interest in and to the electric panel, board and telephone switching equipment located in the northerly end of the building designated on Map No. 1 of the NYPA Deed, and associated wires and cables and appurtenances designated as on Map No. 1 of the NYPA Deed. Page 5 Date Printed January 3, 2001 Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued SCHEDULE OF INTERESTS AND EASEMENTS APPURTENANT T0 PARCEL A: Note: Map Nos. 1 And 2 referenced below were filed collectively as Map No. 18703 on 12/31/1975 in the Of?ce of the Clerk of the County of Westchester: A) TOGETHER with the following described ?xtures, structures, improvements and other interests located on Easement Parcels 1 or 2, as the case may be, as the said Easement Parcels are described in the NYPA Deed: 1. An undivided 47 percent interest, as tenant in common, in and to the outfall gates power cables running from Parcel A underground through Easement Parcel 1 to MCC 102 in the Screenwell Structure, No. 1 on Easement Parcel 1 (as designated on Map No. 1 of the NYPA Deed) and associated control wires from Parcel A underground through Easement Parcel 1 to Control Building No. 1, such facilities being designated on Map No. 1 of the NYPA Deed as together with appurtenances, and for such purposes easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such facilities. The right, privilege and easement to use the wharf (as designated on Map No. 1 of the NYPA Deed) on Easement Parcel 1 and adjacent roadway connecting to Parcel A for docking and off-loading of fuel oil only, together with the right to install a fuel barge off-loading facility similar to the present installation and associated pipeline running from the wharf to Parcel A at such location and route and pursuant to design and plans to be approved by Con Edison, such approval not to be unreasonably withheld, together with the right to dock small boats, and appurtenances, and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire or remove such facilities. The right, privilege and easement for use for emergency evacuation in common with Con Edison of the access roads designated on Map No. 2 of the NYPA Deed as The right, privilege and easement for use for ingress and egress for vehicles and personnel in common with Con Edison of the access roads designated on Map No. 2 of the NYPA Deed as All right, title and interest in and to the 10 inch high pressure ?re protection water line connections from two connections on Easement Parcel 1 to Parcel A, designated as on Map No. 1, of the NYPA Deed, and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect., repair, reconstruct, replace, retire, abandon or remove and cap such lines, and the right, privilege and easement in common with Con Edison for the ?ow of water through the high pressure ?re protection water system on Easement Parcel 1, designated on Map No. 2 of the NYPA Deed, as and for such purposes and easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such system. All right, title and interest in and to the following facilities on Easement Parcel 1, designated as indicated on Map no. 1 of the NYPA Deed: i. 8 inch, 4 inch and 2 inch City water lines, from and including the nearest valve on Easement Parcel 1 Page 6 Date Printed January 3, 2001 Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued ii. 2 inch chlorination system line, from and including valve CL 16 on Easement Parcel 1, including associated controls and heat tracing 2-1/2 inch carbon dioxide line, from and including valve PG-3 on Easement Parcel 1 iv. 8 inch auxiliary steam line, from and including valve SB-4 on Easement Parcel 1 v. 4 inch auxiliary condensate return, from and including valve on Easement Parcel 1 vi. 3 inch demineralized water line, from and including valve on Easement Parcel 1 vii. 4 inch station air line, from and including valve SA-33 on Easement Parcel 1 6 inch condensate make-up line, from and including valve CT-4O on Easement Parcel 1 ix. 1-1/2 inch desuperheater water line, from and including valve SBF-4 on Easement Parcel 1 x. 2 inch radioactive liquid waste line, from and including valves LW 53] and LW 532 on Easement Parcel 1 xi. 3 inch steam generator blow down line, from and including valve LW 530 on Easement Parcel 1 xii. 1-1/2 inch hydrogen line, from and including nearest valve on Easement Parcel 1 and such for purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire or remove and cap such lines. All right, title and interest in and to two connections for the Parcel A security lighting and surveillance system power line, designated on Map No. of the NYPA Deed and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such lines. All right, title and interest in and to the underground telemetering and control cables and conduit duct banks related to 345 KV transmission, designated on Map No. 1 of the NYPA Deed as running generally from Parcel A through Easement Parcel 1 and Broadway ending at and including cubicles C3-1 and C3-6 in Control Unit No. 1 in the Buchanan Substation on Easement Parcel 2, and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such facilities. Page 7 Date Printed January 3, 2001 10. 11. 12. 13. Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued All right, title and interest in 138 KV underground transmission lines 33332 from Parcel A through two sets of 138 KV potheads to (but not including) disconnecting switch BT5-6N on Easement Parcel 1, designated on Map No. 1 of the NYPA Deed as and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire, abandon or remove such transmission lines. All right, title and interest in and to towers, foundations, equipment, fixtures, and appurtenances and i. Overhead 345 KV transmission lines from Parcel A easterly across Easement Parcel 1 and Broadway to Easement Parcel 2 to the 345 KV south ring bus in the Buchanan Substation on Easement Parcel 2, to and including circuit breakers and 3, pantograph switches F1-3 and 1A, disconnecting switches 18, 3A and 3B, and associated ground switches, lightning arresters, coupling capacitor potential devices, and supporting structures and footings, but subject to a non- exclusive easement (designated on Map No. 2 of the NYPA Deed as retained by Con Edison for transmission of 345 KV in either direction around the Buchanan Substation south ring bus;and ii. Overhead 138 KV transmission line 95331 from Parcel the Buchanan substation, including disconnecting switches BT2-6W and BT2-6E, circuit breaker BT2-6, lightning arresters, supporting structures and footings; designated on Map No. of the NYPA Deed as and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire or remove such facilities. The right, privilege and easement in common with Con Edison for 138 KV transmission through the overhead 138 KV transmission line 95332 from the Buchanan Substation on Easement Parcel 2, westerly across Broadway and Easement Parcel 1 to the potheads at disconnecting switch BT5-6N on Easement Parcel 1, and designated on Map No. 2 of the NYPA Deed as and for such purposes an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire or remove such facilities. All right, title and interest in and to the 138/6.9 KV autotransformer, a 6.9 KV breaker and switchgear and a 13.8 KV breaker and switchgear, associated structures, ?xtures and footings comprising the Gas Turbine Substation on Easement Parcel 1, connecting underground 6.9 KV power line to Parcel A and control lines to the Passageway Bridge, and appurtenances, designated Deed as and for such purposes and easement of access for vehicles and personnel to maintain, Operate, inspect, repair, reconstruct, replace, retire or remove such facilities. All right, title and interest in and to the Passageway Bridge, supporting structures and footings, and equipment located thereon, designated on Map No. 1 of the NYPA Deed as ending at the south wall of Turbine Generator Building No. 1 on Easement Parcel 1, and appurtenances, and for such purposes and easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire or remove such facilities. Page 8 Date Printed January 3, 2001 14. 15. 16. 17. l8. 19. 20. Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued All right, title and interest in and to the Controlled Passageway from the northerly boundary of Parcel A to the south wall of Superheater Building No. 1 on Easement Parcel 1, designated on Map No. 1 of the NYPA Deed as and appurtenances, and for such purposes easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace, retire and remove such facility, together with an easement of ingress and egress to the Con Edison Health Physics facility on Easement Parcel 1. All right, title and interest in and to the continuation from the Passageway Bridge of the 480 Volt feeder to MCC 210, and of communication, miscellaneous control and telephone cables to the connection for each to their first respective terminal boxes in Turbine Generator Building No. 1 on Easement Parcel 1, which feeder and cables are designated on Map No. 1 of the NYPA Deed as and for such purposes an easement of access for personnel to maintain, Operate, inspect, repair, reconstruct, replace, retire, abandon or remove such wires and cables. All right, title and interest in and to the underground telemetering and control cables and conduit duct banks related to 138 KV transmission, designated on Map No. 1 of the NYPA Deed as running easterly from Parcel A across Easement Parcel 1 and Broadway to the Buchanan Substation on Easement Parcel 2, and for such purposes, an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace and remove such facilities. All right, title and interest in and to the 138 KV underground control cables, designated on Map No. 1 of the NYPA Deed as running from Parcel A to the 138 KV switchyard easterly of the Superheater Building on Easement Parcel 1, and for such purposes, an easement of access for vehicles and personnel to maintain, operate, inSpect, repair, reconstruct, replace and remove such cables. The right, privilege and easement in common with Con Edison to use only that portion of the sanitary sewage treatment plant and sewers on Parcel A from the connection to existing sanitary facilities located in Turbine Generator Building No. 3 for the purpose of servicing such existing sanitary facilities, designated on Map No. 2 of the NYPA Deed as and for such purpose, an easement of access to maintain, operate, inspect, repair, reconstruct, replace and remove such facilities. The right, privilege and easement as owner of an undivided 50 percent interest, as tenant in common, in and to the Meteorological Tower, designated on Map No. 1 of the NYPA Deed as to maintain existing anchors and supports for such Tower on lands of Con Edison conveyed to Con Edison by Inamly Corporation by deed dated October 31, 1972 and recorded in said Clerk?s Office on December 7, 1972, in Liber 7097 of Conveyances at Page 355, and for such purposes, an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace and remove such anchors and supports. All right, title and interest in and to the signal wiring for the sensors for monitoring the temperature of the water in the Discharge Canal running from Parcel A along the west side of the waterfront roadway to an electrical tunnel on Easement Parcel 1, and thence into Control Building No. 1 on Easement Parcel 1, designated on Map No. 1 of the NYPA Deed as and for such purposes, an easement of access for vehicles and personnel to maintain, operate. inspect, repair, reconstruct, replace and remove such signal wiring. Page 9 Date Printed January 3, 2001 B) C) Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued 21. All right, title and interest in and to the 4" service line for the air bubbler running from the nearest valve on Easement Parcel 1 north of Screenwell Structure No. 1 along the waterfront to Parcel A, designated on Map No. of the NYPA Deed as and for such purposes, an easement of access for vehicles and personnel to maintain, operate, inspect, repair, reconstruct, replace and remove such service line. TOGETHER with the following easements set forth in that certain Water Supply and Access Roads Easement Agreement made between Consolidated Edison Company of New York, Inc. and Power Authority of the State of New York, dated as of November 21, 2000 and recorded on December 20, 2000 in Control No. 403340504, which easements are to be assigned to the Insured in the closing deed: 1. Easements for Water Supply/Fire Protection as set forth in Section 1. 2. Access Easement as set forth in Section 3. TOGETHER with the following easements set forth in that certain Water Line and Sewer Agreement made between Consolidated Edison Company of New York, Inc. and Power Authority of the State of New York, dated as of November 21, 2000 and recorded December 20, 2000 in Control No. 403340295, which easements are to be assigned to the Insured in the closing deed: 1. Water Line Easement as set forth in Section 1. 2. Sewer Line Easement as set forth in Section 2. Page 10 Date Printed March 9, 2001 Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued PARCEL B: All that piece or parcel of property situate in the Town of Cortlandt, County of Westchester, State of New York as shown on the above map and described as follows: BEGINNING at a point located at the intersection of the northwesterly highway boundary line of Broadway with the division line between property now or formerly of Power Authority of the State of New York on the northeast and property now or formerly of Consolidated Edison Company of New York, Inc. on the southwest, said division line also being the southwesterly boundary line of the Village of Buchanan; said point being marked on the ground by an iron pin located at North 459,973.77, East 604,934.33 of the New York Coordinate System, East Zone; THENCE south 36 degrees 32 minutes 40 seconds West along said northwesterly highway boundary line of Broadway 996.54 feet to its intersection with the division line between property now or formerly of Consolidated Edison Company of New York, Inc. on the northeast and property now or formerly of Joseph and Diana Hickey on the southwest; THENCE North 61 degrees 01 minutes 40 seconds West along last said division line 417.75 feet to a point; THENCE North 60 degrees 18 minutes 46 seconds West through property now or formerly of Consolidated Edison Company of New York, Inc. 710.65 feet to a point on the division line between the property now or formerly of Consolidated Edison Company of New York, Inc. on the southeast and property now or formerly of Power Authority of the State of New York on the northwest, said division line being also the southeasterly boundary line of the Village of Buchanan; THENCE North 36 degrees 32 minutes 40 seconds East along last said division line 984.00 feet to its intersection with the aforesaid division line between property now or formerly of Power Authority of the State of New York on the northeast and property now or formerly of Consolidated Edison Company of New York, Inc. on the southwest; THENCE South 61 degrees 12 minutes 30 seconds East along last said division line 1130.00 feet to the point or place of BEGINNING. Page 11 Date Printed January 3, 2001 Policy/Title No. 991877A SCHEDULE A - ITEM 4 - continued SCHEDULE OF EXCEPTED IMPROVEMENTS SITUATED ON PARCEL B: EXCEPTING AND EXCLUDING from the above described Parcel the following described improvements reserved to Con Edison on that certain Appropriation Map entitled "Power Authority of the State of New York, Indian Point No. 3 Nuclear Power Plant, County of Westchester, Town of Cortlandt, Map No. I, Parcel No. 1, and ?led in the Of?ce of the Clerk of the County of Westchester on 8/ 12/76 as Map No. 18914: 1. The existing overhead 345 Kilovolt transmission line structures and conductors and other appurtenances constructed and installed thereon. 2. An undivided 50% interest, as tenant in common, in and to existing anchors and supports for the meteorological tower delineated on the said Appropriation Map and designated thereon as "anchor cables" for so long as such anchors and supports remain at their present location. Page 12 Date Printed January 3, 2001 EXHIBIT VILLAGE LOCAL LAW AND VILLAGE RESOLUTION 000013212 VILLAGE OF BUCHANAN RESOLUTION AUTHORIZING ADOPTION OF LOCAL LAW NO. 3 -2015 AMENDING CHAPTER 181 OF THE CODE OF THE VILLAGE OF BUCHANAN Introduced by: Trustee Richard Funchion Seconded by: Trustee Duane Jackson Dated: March 2, 2015 WHEREAS, a resolution was duly adopted by the Board of Trustees of the Village of Buchanan for a public hearing to be held by said Village Board at the Municipal Building, 236 Tate Avenue, Buchanan, to hear all interested parties on a proposed Local Law amending Chapter 181 entitled ?Taxation? to the Code of the Village of Buchanan; and WHEREAS, notice of said public hearing was duly advertised in the of?cial local newspaper; and WHEREAS, said public hearing was duly held at a regularly scheduled meeting of the Village Board on March 2, 2015 at 7:30 pm. at the Municipal Building, 236 Tate Avenue, Buchanan, New York, and all parties in attendance were pemiitted an opportunity to speak on behalf of or in opposition to said proposed Local Law, or any part thereof; and WHEREAS, the Board of Trustees of the Village of Buchanan, a?er due deliberation, ?nds it in the best interest of the Village of Buchanan to adopt said Local Law; NOW BE IT THEREFORE RESOLVED that the Board of Trustees of the Village of Buchanan hereby adOpts said Local Law No. 3-2015 amending Chapter 181 of the Code of the Village of Buchanan, a copy of which is attached hereto and made a part of this resolution; and BE IT FURTHER RESOLVED that the Village Clerk be and he hereby is directed to enter said Local Law in the minutes of this meeting and in the Local Law Book of the Village of Buchanan, and to give due notice of the adoption of said local law to the Secretary of State of the State of New York. Upon Roll Call Vote: Mayor Theresa Knickerbocker Abstain Trustee Richard Funchion Yes Trustee Duane Jackson Yes Trustee Cesare Pasquale Yes Trustee Nicolas Zachary Yes Vote: Resolution carried by a vote of 4 to . STATE OF NEW YORK COUNTY OF WESTCHESTER 1, KEVIN HAY, Village Clerk of the Village of Buchanan, do hereby certify that the above is a true and exact copy of a Resolution adopted by the Village Board of the Village of Buchanan at a meeting of said Board held March 2, 2015. - mum Kevin Hay-Village A?dministrUWElerk VILLAGE OF BUCHANAN AMENDED LOCAL LAW NO. 2 OF THE YEAR 2015 A LOCAL LAW AMENDING CHAPTER 181 ENTITLED TAXATION TO THE CODE OF THE VILLAGE OF BUCHANAN Section One: The following sections of the Village Code are amended to read as follows: Article ?181-ll Section 181 -11 of Article Chapter 181, entitled ?Exemption established; duration? of the Code of the Village of Buchanan is hereby amended to read as follows: Pursuant to, and to the fullest extent permitted by, Real Property Tax Law 485 and 490, the Village Board hereby exempts nuclear-powered electric generating facilities located within the Village from taxation, special ad valorem levies and special assessments imposed by the Village. Pursuant to ?485 of the Real Property Tax Law of the State of New York, the provisions thereof are hereby continued in the Village of Buchanan for the maximum period of time authorized therein, and include tax parcels designated as Section 43.10, Block 2, Lot 2; Section 43.10, Block 2, Lot 1; Section 43.14, Block 2, Lot 1, and Section 43.10, Block 2, Lot 3 on the assessment rolls of the Village, as such parcels may be renumbered or supplemented from time to time. Section Two: This local law shall take effect immediately upon ?ling with the Secretary of State of the State of New York. VILLAGE OF BUCHANAN RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A PAYMENT IN LIEU OF TAX AGREEMENT WITH ENTERGY NUCLEAR INDIAN POINT 2, LLC AND ENTERGY NUCLEAR INDIAN POINT 3, LLC Introduced by: Trustee Richard Funchion Seconded by: Trustee Nicolas Zachary Dated: April 6, 2015 WHEREAS, a?er year-long negotiations with Entergy Nuclear Indian Point 2, LLC and Entergy Nuclear Indian Point 3, LLC, (the ?Company?) owner of Indian Point 2 3 and associated property, and equipment, (the ?Facility?) a Payment in Lieu of Tax Agreement has been received and reviewed by the Board of Trustees of the Village of Buchanan (the ?Village?); and WHEREAS, New York Real Property Tax Law Section 485 pemiits the exemption from taxation of nuclear powered electric generating facilities upon adoption of a local law or resolution by any tax jurisdiction in which such a facility is located to confer the exemption and to authorize said tax jurisdiction to enter into an agreement with the owner of such a facility to provide for payments in lieu of taxes; and WHEREAS, pursuant to Local Law 2 of 2015, duly adopted on March 2, 2015, the Village provided for exemption of nuclear-power electric generating facilities ?'om taxation, special ad valorem levies and special assessments imposed by or within the Village; and WHEREAS, the PILOT Agreement, annexed hereto, will be for a period of ten (10) years and will exempt the Facility from the real property tax assessment rolls of the Village of Buchanan as authorized by Section 485 of the Real Property Tax Law of the State of New York; and WHEREAS, the proposed PILOT provides for a payment of over $26,240,000.00 over the life of the Agreement to the Village of Buchanan, not including payment in?ation, and will provide for a stable stream of revenue. NOW BE IT THEREFORE RESOLVED that the Village Board hereby exempts the Facility ?'om real property taxes to the extent authorized by New York Real Property Tax Law Section 485 and Chapter 181 of the Village of Buchanan Code, and approves the proposed PILOT Agreement providing for annual payments as set forth in such Agreement; and BE IT FURTHER RESOLVED that the Mayor of the Village of Buchanan is hereby authorized to execute and deliver the foregoing PILOT Agreement on behalf of the Village of Buchanan; and BE IT FURTHER RESOLVED, that this Resolution shall be effective immediately Upon Roll Call Vote: Mayor Theresa Knickerbocker Abstain Trustee Richard Funchion Yes Trustee Duane Jackson Yes Trustee Nicolas Zachary Yes Trustee: Cesare Pasquale Yes Vote: Resolution carried by a vote of 4 to 0 . STATE OF NEW YORK COUNTY OF WESTCHESTER 1, KEVIN HAY, Village Clerk of the Village of Buchanan, do hereby certify that the above is a true and exact copy of a Resolution adopted by the Village Board of the Village of Buchanan at a meeting of said Board held April 6, 2015. Kevin Hay, Village Adniinistrat