# Nuclear Restart PPA Template v1.0 **Open-source. Published by ReactorN Intelligence.** **Not legal advice. For PPAs backing previously-shut nuclear reactor restarts.** ## Scope Offtake agreements for **previously-shuttered nuclear reactors being brought back into service** — the fastest-growing US nuclear asset class in 2024-2026. **Use when:** - Seller is restarting a previously-operating reactor (Three Mile Island Unit 1, Duane Arnold, Palisades, Indian Point 2/3 if applicable) - Reactor holds a valid/recoverable NRC operating license - Buyer commitment precedes full recommissioning **Flagship precedent:** Microsoft-Constellation TMI-1 20-year PPA at ~$100+/MWh (2024) ## Why restart PPAs are distinct 1. **License recovery, not COL** — NRC process is license-transfer/amendment, not greenfield licensing (faster, cheaper, more predictable) 2. **Known-performance asset** — historical capacity factor data exists 3. **Faster COD** (often 2-4 years) vs SMR (6-10 years) 4. **Recommissioning scope** — define what work is required: fuel, plant systems, workforce, simulator recertification 5. **Workforce availability** — nuclear operators are scarce; PPA pricing reflects wage premium 6. **Community / political support** — often material; restart usually requires state/local alignment --- ## Section structure ### 1. Parties - Seller (operator of restart) - Buyer (typically hyperscaler or large industrial) - Project SPV (if separate financing entity) - DOE (sometimes referenced as loan backstop) ### 2. Definitions Standard plus: - **"Prior Operation Cessation Date"** — date reactor was last shut down - **"License Transfer / Amendment Approval"** — NRC approval restoring operating authorization - **"Recommissioning Work"** — scope of work required to return facility to operation - **"Recommissioning Milestones"** — typically: NRC filing, licensing approval, fuel delivery, plant start-up, first criticality, COD - **"Pre-Shutdown Capacity Factor"** — historical performance as pricing benchmark ### 3. Pre-Operational Period Less risky than SMR because known asset, but still material: - **Milestone payments** (negotiable): - NRC license amendment filed - License amendment approved - Recommissioning Work complete - Fuel loaded - First criticality - COD - **Milestone delays:** shorter grace periods than SMR (3-6 months typical) given licensing is recovery not issuance ### 4. Conditions Precedent - NRC license amendment approved, operating authorization restored - Recommissioning Work completed per plant-specific plan - Workforce complement in place (typically 400-600 professionals) - Fuel contracts executed - Interconnection re-established - Applicable state PUC approvals (if existing IOU is involved) - DOE loan closing (if applicable) ### 5. Pricing Restart PPAs observed 2024-2026: - Range: $85-$115/MWh - Escalator: CPI typical, often with 2.5-3% cap - Often DOE Loan Programs Office guarantees reduce all-in Buyer cost **Price structure options:** - **Option A — Full uplift:** Single $/MWh covering capacity, energy, RECs - **Option B — Capacity + Energy:** Separated, as utilities historically structured - **Option C — Capacity + LMP pass-through:** Rare, but for specific ISO arrangements ### 6. Performance Guarantees - Year 1: 80-85% availability (reflecting ramp) - Years 2-5: 90-92% - Years 6+: 92%+ per industry benchmark - Ramp reflects workforce rebuild and systems validation ### 7. REC and Environmental Attributes - Typically Buyer retains - Important: some states have specific ZEC treatment for restarts (e.g., NY ZEC eligible) - Confirm registry eligibility (WREGIS, M-RETS, PJM GATS, NY-GATS) for restart-specific contracts ### 8. State and Community Engagement Restart-specific section: - **Community benefits agreement** (often required by state): - Workforce hiring commitments - Tax revenue sharing - Decommissioning trust updates - Public safety communications - **State PUC filing requirements** - **Environmental review (where applicable)** ### 9. Regulatory Out / Change in Law Restarts face unique risks: - New NRC rulemaking affecting fleet-wide operations (Buyer-absorbed up to 5%; shared 5-15%; Seller walk right above 15%) - State policy reversal (some states have moved between pro-nuclear and anti-nuclear) — termination right typically provided with make-whole payments ### 10. Recommissioning Cost Overruns Distinct from SMR capex overrun because scope is better-defined: - 0-15% overrun: Seller absorbs - 15-30%: 50/50 shared via pricing adjustment - >30%: Buyer right to terminate with sunk-cost recovery only ### 11. Plant-Specific Work Scope Reference the recommissioning work scope document by name: - Steam generator / turbine work - I&C (Instrumentation and Controls) refresh - Fuel loading scope - Chemistry / water treatment - Simulator recertification - Security programs re-establishment ### 12. Credit Support - Hyperscaler Buyer parent guarantee typical - Seller may provide operational performance bond - DOE loan guarantee (if applicable) reduces Buyer credit risk but doesn't eliminate it ### 13. Term - Typically 15-25 years post-COD - TMI-1 precedent: 20 years - Long-term consistent with restart capex recovery ### 14-16. Standard provisions Force majeure, assignment, confidentiality, dispute resolution. --- ## Commercial terms worksheet | Term | Value | Notes | |---|---|---| | Facility | | (e.g., TMI-1, Duane Arnold) | | Prior operation cessation | date | | | Projected COD | date | Typically 2027-2029 | | MW capacity | | | | Recommissioning cost | $ | Critical input | | Pre-op milestone payments | $ total | Optional | | Base price $/MWh | | | | Escalator | CPI / Fixed / Both | | | Term post-COD | years | 20 typical | | Year 1 availability guarantee | % | 80-85% typical | | Year 6+ availability guarantee | % | 92%+ | | REC / ZEC treatment | | State-dependent | | Community benefits commitment | y/n | Often required | | DOE LPO loan involved | y/n | | | Overrun shared threshold | % | 15% typical | | Buyer parent guarantee | y/n | | --- ## Risk heat map for restart PPAs | Risk | Likelihood | Mitigation | |---|---|---| | License amendment delay | Medium | Milestone structure + timeline extensions | | Workforce availability | **High** | Early workforce contracts; wage inflation mechanism | | Recommissioning cost overrun | Medium | Tiered sharing schedule | | State policy reversal | Low-medium | Termination with make-whole | | Year 1 availability shortfall | Medium | Sliding guarantee | | Fuel supply | Low | Standard LEU markets available | | Community opposition | Medium | CBA + public engagement | --- **License:** CC BY 4.0 — attribute "ReactorN Intelligence PPA Template v1.0"