CP-201300288, And Independent Spent Fuel Storage Installation, Information Required by Order Approving the Indirect Transfer Regarding the Proposed Energy Future Holdings Corporate Internal Restructuring
| ML13114A302 | |
| Person / Time | |
|---|---|
| Site: | Comanche Peak  |
| Issue date: | 04/16/2013 |
| From: | Flores R, Madden F Luminant Generation Co |
| To: | Document Control Desk, Office of Nuclear Reactor Regulation |
| References | |
| CP-201300288, TAC ME9767, TAC ME9768, TXX-13052 | |
| Download: ML13114A302 (5) | |
Text
Rafael Flores Senior Vice President
& Chief Nuclear Officer rafael.flores@Luminant.com Luminant Luminant Power P 0 Box 1002 6322 North FM 56 Glen Rose, TX 76043 T 254 897 5550 C 817 559 0403 F 254 897 6652 CP-201300288 TXX-13052 10 CFR 50.80 10 CFR 72.50(a)
April 16, 2013 U.S. Nuclear Regulatory Commission Attention: Document Control Desk Director, Office of Nuclear Reactor Regulation Washington, DC 20555
SUBJECT:
Comanche Peak Nuclear Power Plant (CPNPP) and Independent Spent Fuel Storage Installation (ISFSI), Docket Nos. 50-445, 50-446, 72-74 Information Required by Order Approving the Indirect Transfer Regarding the Proposed Energy Future Holdings Corporate Internal Restructuring (TAC NOS. ME9767 and ME9768)
REFERENCE:
- 1. NRC Order Approving Indirect Transfer Regarding The Proposed Energy Future Holdings Corporate Internal Restructuring dated February 25, 2013 (TAC NOS.
ME9767 and ME9768) (ADAMS No. ML13056A266)
- 2. Luminant Power Letter logged TXX-12149 from Rafael Flores to the NRC dated October 11, 2012, Application for Order Approving Indirect and Internal Transfer of Licenses (ADAMS No. ML12312A157)
Dear Sir or Madam:
Luminant Generation Company LLC ("Luminant Power") hereby submits as an Enclosure to this letter the information as ordered by the Commission in the Reference 1 above. The support agreement between Luminant Holding Company LLC and Luminant Generation Company LLC was executed on April 15, 2013, upon closing of the transaction and completion of the indirect transfer.
If the NRC requires additional information concerning this indirect transfer, please contact Fred Madden, Director Oversight and Regulatory Affairs, Luminant Power, tel: (254) 897-8601 and email:
Fred.Madden@luminant.com.
This letter contains no new licensing basis commitments regarding Comanche Peak Nuclear Power Plant Units 1 and 2 and completes commitment number 4484874 (increases support agreement from $250 million to $300 million) identified in Reference 2.
A member of the STARS Alliance Callaway
- Comanche Peak
- Diablo Canyon
- Palo Verde - San Onofre
- South Texas Project Wolf Creek A- (sCa
U.S. Nuclear Regutatory Commission TXX-13052 Page 2 of 2 04/16/2013 Sincerely, Luminant Generation Company LLC Rafael Flores By:2* 4 Y/fledL-
/Fred W. Madden Director, Oversight and Regulatory Affairs Enclosure -
Executed Support Agreement C-E. J. Leeds, Director, Office of Nuclear Reactor Regulation A.T. Howell, Region IV B. K. Singal, NRR Resident Inspectors, Comanche Peak
Support Agreement Page 1 of 3 THIS SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement"), dated as of April 15, 2013, between Luminant Holding Company LLC, a Delaware limited liability company (the "Parent"), and Luminant Generation Company LLC, a Texas limited liability company (the "Subsidiary").
WITNESSETH:
WHEREAS, the Parent is the direct owner of 100% of the limited liability company interests of the Subsidiary; WHEREAS, the Subsidiary is the owner of the Comanche Peak Nuclear Power Plant, Units 1 and 2 ("CPNPP") and Independent Spent Fuel Storage Installation (ISFSI) and holder of the licenses to operate CPNPP/ISFSI; WHEREAS, in connection with the indirect transfer of control, dated as of April 15, 2013, of the Subsidiary's licenses to operate CPNPP/ ISFSI, the Parent and the Subsidiary desire to take certain actions to enhance and maintain the financial condition of the Subsidiary as hereinafter set forth in order to ensure its ability to pay the costs and expenses relating to the operations and maintenance of CPNPP/ISFSI; NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:
- 1.
Support Payments. At all times while this Agreement is in effect and subject to the limitations set forth in paragraphs 3 and 4, the Parent agrees that it will make, or cause one of its subsidiaries or affiliates to make, to the extent necessary, a Support Payment (as defined in paragraph 2) to the Subsidiary in order to ensure that the Subsidiary has sufficient liquidity in order to pay the costs and expenses relating to the operations and maintenance of CPNPP/ ISFSI. Any Support Payments required by this Agreement shall be made not later than the end of the next fiscal quarter.
- 2.
Commitment to Provide Capital. If during the term of this Agreement, the Parent is required to make a Support Payment to the Subsidiary, such payment may be provided by the Parent, or any subsidiary or affiliate of the Parent, at the Parent's option, either as an equity investment or capital contribution or as a loan, in each case in cash or other liquid assets (any of the foregoing, a "Support Payment"). If such payment is advanced to the Subsidiary as a loan, the loan shall be on such terms and conditions, including maturity and rate of interest, as the Parent and the Subsidiary shall agree.
- 3.
Limitation of the Parent's Support Obligations. Each of the Parent and the Subsidiary agree that the Parent shall not be required to make, or cause its subsidiaries or affiliates to make, Support Payments to the Subsidiary in excess of $300,000,000 in the aggregate.
- 4.
Not a Guaranty. This Agreement, its provisions and any actions pursuant hereto by the Parent shall not constitute or be deemed to constitute a direct or indirect guaranty by the Parent of any indebtedness for borrowed money or other obligation or liability of any kind or character whatsoever of the Subsidiary.
- 5.
Rights of Participants and Creditors. The obligations of the Parent pursuant to this Agreement are to the Subsidiary only and do not run to and are not enforceable directly by any creditor of the Subsidiary or other entity or person, nor shall this Agreement cause the Parent to be responsible for payment of any obligation of the Subsidiary to any creditor or other entity or person or give rise to any recourse by any creditor or other entity or person to or against the Parent or any of its assets or properties.
Support Agreement Page 2 of 3
- 6.
Waivers. Any failure by any party hereto, at any time or times hereafter, to require strict performance by the other party of any provision of this Agreement shall not waive, affect or diminish any right of any party thereafter to demand strict compliance and performance therewith. None of the agreements contained in this Agreement shall be deemed to have been suspended or waived by any party hereto unless such suspension or waiver is in writing.
- 7.
Amendments. This Agreement may be amended, modified or terminated at any time by the parties hereto only by a written instrument signed by both the Parent and the Subsidiary.
- 8.
Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns, provided that the Subsidiary may not assign, transfer or pledge its rights hereunder without the prior written consent of the Parent. This Agreement is not intended for the benefit of any entity or person other than the parties hereto, and shall not confer or be deemed to confer upon any other such entity or person any benefits, rights or remedies hereunder.
- 9.
Governing Law; Severability. This Agreement and all rights and obligations hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Texas.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.
- 10.
Notice to NRC. Subsidiary shall take no action to cause Parent, or its successors and assigns, to void, cancel, or modify the commitment to provide capital to Subsidiary as set forth in this Support Agreement or cause Parent to fail to perform or impair its performance under the commitment, or remove or interfere with Subsidiary's ability to draw upon the commitment, without the prior written consent of the Director of the Office of Nuclear Reactor Regulation of the Nuclear Regulatory Commission (NRC). Also, Subsidiary shall inform the NRC in writing any time that it draws upon the commitment to provide capital by obtaining a Support Payment.
Support Agreejnene Page 3 of 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.
LUMINANT HOLDING COMPANY LLC By:
Title:
Senior Vice President and Treasurer LUMINANT GENERATION COMPANY LLC By
'*ame: AhoyR o
oto
Title:
Senior Vice President and Treasurer