ML16179A128

Draft Parent Company Guarantee by Autoliv ASP, Inc

ML16179A128
Person / Time
Site:	Aerotest
Issue date:	06/15/2016
From:	Autoliv ASP
To:	Office of Nuclear Reactor Regulation
Shared Package
ML16175A592	List: ML16179A128
References
TAC MF6254
Download: ML16179A128 (24)

Text

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PARENT COMPANY GUARANTEE Guarantee made this [insert date] by Autoliv ASP, Inc., a corporation organized under the laws of the State of Indiana, herein referred to as "guarantor," to the U. S. Nuclear Regulatory Commission (NRC), beneficiary, on behalf of our subsidiary Aerotest Operations, Inc., of 3455 Fostoria Way, San Ramon, CA 94583.

Recitals

1. The guarant r has 11 authority and capacity to enter into this guarantee under its bylaws, *cl es of inc._g,i:poration, and the laws of the State of Indiana, its State of incorpora ion. [If the guarantor has a Board ofDirectors, insert the follo wing:

"Guarantor has approval from its Board of Directors to enter into this guarantee. "]

2. This gu antee is befu issu~

• so at Aerotest Operations, Inc. will be in compliance with re ations issued b NRC, an a&ency of the U.S . Government, pursuant to the Atomic Energy lX.ct of 95( as amended, and the Energy Reorganization Act of 1974.

NRC has promulgated egulafons in itle 10, Chapter I of the Code ofFederal Regulations, P 40, whicli require tb'at a holder of, or an applicant for, a an operating license issued pursuant to 10 CFR Patt 50 to maintain financial protection.

3.

4.

The guarantor meets the following financial tests:

(i) Two of the following three ratios:

than 2.0; a ratio of the sum of net income plus depreciatio , depletion, and amortization to total liabilities greater than 0 .1; and r t10 of current assets to current liabilities greater than 1.5; and (ii) Net working capital and tangible net worth each at least six times the costs covered by financial tests ; and (iii) Tangible net worth of at least $21 million; and A-1 NUREG-1757, Vol. 3, Rev. 1

APPENDIX A (iv) Assets located in the United States amounting to at least 90 percent of total assets or at least six times the costs covered by financial tests.

5. The guarantor has majority control of the voting stock for the following licensee covered by this guarantee: Aerotest Operations, Inc. , Aerotest Research and Radio graph Reactor, 3455 Fostoria Way, San Ramon, CA, 94583 , NRC License No. R-98.

6. For value recei ed from Aerotest Operations, Inc., and pursuant to the guarantor' s authority to e teF into this guarantee, the guarantor guarantees to NRC that, as required by License o. R-9 , the guarantor shall pay into the standby trust fund $1,500,000.

7. The guarantor agrees t submit revised financial statements, financial test data, and an aud.to s special repocl: and reconciling schedule annually within 90 days of the close of the r nt guaranto *' s 1scal , ar.

8.

9.

I

10. The guarantor also agrees to notify the NRC promptly if the ownership of the licensee or the parent finn is transferred and to maintain this guarantee until the new parent fom or the licensee provides alternative financial protection acceptable to the NRC .

11 . The guarantor agrees that if it dete1mines, at any time other than as described in Recital 8, that it no longer meets the financial test criteria or it is disallowed from continuing as a guarantor, it shall establish alternative financial protection as specified in 10 CFR § 140.14, as appli able, within 30 days, in the name of Aerotest Operations, Inc. unless Aerotest Ope ations Inc. has done so.

12. The guar to as w 1 its successors and assigns agree to remain bound jointly and severa ly under this arantee notwithstanding any or all of the following: amendment or modi i ation of license, r any other modification or alteration of an obligation of the lie nsee pursuant to 0 Q.:FR Part 50.

13 . The 14.

15. The guarantor agrees that if Aerotest Operations, Inc. fail to rovide alternative financial protection as specified in 10 CFR Part 140, a applicab e, and o ain written approval of such financial protection from NRC withl 0 da s after notice ofi cancellation by the guarantor is received by both NRC and Aero est 0peratio s, c. from the guarantor, the guarantor shall provide such alternative financ al protection n the name f Aerotest Operations, Inc. or make full payment under the guarantee.

16. The guarantor agrees that it is subject to Commission orders to mak guarantee agreement.

17. The guarantor agrees that if the guarantor admits in writing is* ability to pay its debts generally, or makes a general assignment for the benefit of creditors, or any proceeding is instituted by or against the guarantor seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for the guarantor or for any substantial part of its prope1iy, or the guarantor takes any action to authorize or effect any of the actions stated in this paragraph, then the Commission may:

(a) Declare that the financial protection guaranteed by the parent company guarantee agreement is in1Illediately due and payable to the standby trust set up to protect the A-3 NUREG-1757, Vol. 3, Rev. 1

,'t APPENDIX A public health and safety and the environment, without diligence, presentment, demand, protect or any other notice of any kind, all of which are expressly waived by guarantor; and (b) Exercise any and all of its other rights under applicable law.

18.

19.

"ssly waives notice of amendments or e ts and of amendments or modifications of the license.

20. If the guarantor files financial Commission, then it shall promptly sub this guarantee is in effect.

I hereby certify that this guarantee is true and correc V knowledge. Effective date:

Autoliv ASP, Inc.

[Name ofperson signing]

[Title ofperson signing]

Aerotest Operations, Inc.

[Name ofperson signing]

[Title ofperson signing]

Signature of witness or n o t a r y : - - - - - - - -

ST AND BY TRUST AGREEMENT TRUST AGREEMENT, the Agreement entered into as of June _ _ , 2016 by and between Aerotest Operations, Inc. , a California corporation, herein referred to as the "Grantor," and Wells Fargo Bank, National Association, a national banking association organized under the law of the United States, the "Trustee. "

WHEREAS, the U.S . Nuclear Regulatory Commission (NRC), an agency of the U.S .

Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act o 1 74, has promulgated regulations in Title 10, Chapter I, of the Code of Federal Regulatio , 40. These regulations, applicable to the Grantor, require that a holder of, or an applican for, an operating license issued pursuant to 10 CFR Part .5'0 provide financial protection in the amount specified in 10 C.F.R. § 140.11 (a).

Section 1. Definitions. As used in this Agreement.

(a) The term "Grantor" means the NRC license any successors or assigns of the Grantor.

(b) successor trustee.

Section 2. Financial Protection. This Agreement pertains to the fina 1 protection requirements specified in 10 CFR § 140.14(a)(2) required by License umber R-98 issued pursuant to 10 CFR Part 50.

Section 3. Establishment of Fund. The Grantor and the Trustee hereby establish a standby trust fund (the "Fund") for the benefit ofNRC. The Grantor and the Trustee intend that no third party shall have access to the Fund except as provided herein.

Section 4. Payments Constituting the Fund. Payments made to the Trustee for the Fund shall consist of cash, securities, or other liquid assets acceptable to the Trustee. The Fund is established initially as consisting of the property, which is acceptable to the Trustee, described in Schedule B attached hereto . Such property and any other property subsequently transferred to the Trustee are referred to as the "Fund," together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement. The Fund shall be held by the Trustee, IN TRUST, as hereinafter provided, The Trustee shall not be responsible nor shall it undertake any responsibility for the amount of, or adequacy of the Fund, nor any duty to collect from the Grantor, any payments necessary to discharge any liabilities of the

Grantor established by RC.

Section 5. Payment for Required Activities Specified in the Plan. The Trustee shall make payments from the Fund to the Grantor upon presentation to the Trustee of the following:

(a) A certificate duly executed by the Secretary of the Grantor attesting to the occurrence of the events, and in the form set forth in the attached Certificate of Events, and (b) A certificate attesting to the following conditions:

(1) that an e nt reguiring financial protection is declared pursuant to 10 CFR Part 140; (2) that the fuhds wi di-awn will be expended for activities undertaken pursuant to 10 C Part 140; and (3)

(a) Securities or other obligations of the Grantor, or any other owner o operator of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940, as amended (15 U.S.C. 80a-2(a)), shall not be acquired or held, unless they are securities or other obligations of the Federal or a State government; (b) The Trustee is authorized to invest the Fund in time or demand deposits of the Trustee, to the extent insured by an agency of the Federal government, and in obligations of the Federal government such as GNMA, FNMA, and FHLM bonds and certificates or State and Municipal bonds rated BBB or higher by Standard & Poor's or Baa or higher by Moody's Investment Services; and (c) For a reasonable time, not to exceed 60 days, the Trustee is authorized to hold uninvested cash, awaiting investment or distribution, without liability for the payment of interest thereon.

Section 7. Commingling and Investment. The Trustee is expressly authorized in its discretion:

(a) To transfer from time to time any or all of the assets of the Fund to any ommon, commingled, or collective trust fund created by the Trustee in which the Fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and (b) To purchase shares in any investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), including one that may be created, managed, underwritten, or to which investment advice is rendered, or the shares of which are sold by the Trustee. The Trustee may vote such shares in its discretion.

(a)

(b)

(c)

(d) To deposit any cash in the Fund in interest-bearing accounts mamtained or savings certificates issued by the Trustee, in its separate corporate capacity, or in any other banking institution affiliated with the Trustee, to the extent insured by an agency of the Federal government; and

( e) To compromise or otherwise adjust all claims in favor of or against the Fund.

Section 9. Taxes and Expenses. All taxes of any kind that may be assessed or levied against or in respect of the Fund and all brokerage commissions incurred by the Fund shall be paid from the Fund. All other expenses incun*ed by the Trustee in connection with the administration ofthis

r Trust, including fees for legal services rendered to the Trustee, the compensation of the Trnstee to the extent not paid directly by the Grantor, and all other proper charges and disbursements of the Trnstee shall be paid from the Fund.

Section 10. Annual Valuation. After payment has been made into this standby trust fund, the Trustee shall annually, at least 30 days before the anniversary date of receipt of payment into the standby trust fund, furnish to the Grantor and to NRC a statement confinning the value of the Trust. Any securities in the Fund shall be valued at market value as of no more than 60 days before the anniversar ate of the establishment of the Fund. The failure of the Grantor to object in writing to the Trustee wi *n 90 days after the statement has been furnished to the Grantor and NRC shall consti te a cone si¥ely binding assent by the Grantor, barring the Grantor from asserting anY, aim or liabilitY. against the Trnstee with respect to the matters disclosed in the statement.

advice of counsel.

Section 13. Successor Trnstee. Upon 9.0 ff s o ice t0 C and the Grantor, the Trnstee may resign; upon 90 days notice to NRC and the Truste , the GrantoF may replace the Trnstee, but such resignation or replacement shall not be effecti:ve until the G antor h&ls appointed a successor Trustee, the successor accepts the appointment, t successor is ready to ~sume its duties as trustee, and NRC has agreed, in writing, that the u

• cessor is a awropriate Federal or State government agency or an entity that has the authori to act as a , stee and w ose trust operations are regulated and examined by a Federal or State agenc . The successor Trnstee shall have the same powers and duties as those conferred upon the Trustee hereund . e~e resignation or replacement is effective, the Trnstee shall assign, transfer, a d Ra ove o he successor Trustee the funds and properties then constituting the Fund. If r any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trnsteemay apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions. The successor Trustee shall specify the date on which it assumes administration of the trust, in a writing sent to the Grantor, NRC, and the present Trustee, by certified mail 10 days before such change becomes effective. Any expenses incurred by the Trustee as a result of any of the acts contemplated by this section shall be paid as provided in Section 9.

Section 14. Instructions to the Trnstee. All orders, requests, and instructions by the Grantorto the Trustee shall be in writing, signed by such persons as are signatories to this Agreement or such other designees as the Grantor may designate in writing. The Trustee shall be fully protected in acting without inquiry in accordance with the Grantor' s orders, requests, and instructions. If NRC issues orders, requests, or instrnctions to the Trustee, these shall be in writing, signed by NRC or its designees, and the Trustee shall act and shall be fully protected in acting in accordance with such orders, requests, and instructions. The Trnstee shall have the

I right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or NRC hereunder has occurred. The Trnstee shall have no duty to act in the absence of such orders, requests, and instrnctions from the Grantor and/or NRC, except as provided for herein.

Section 15. Amendment of Agreement. This Agreement may be amended by an instrument in writing executed by the Grantor, the Trnstee, and NRC, or by the Trnstee and NRC if the Grantor ceases to exist. All a endments shall meet the relevant regulatory requirements ofNRC.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed by the respective officers duly authorized and the incorporate seals to be hereunto affixed and attested as of the date first written above.

GRANTOR:

Aerotest Operations, Inc.

[need to add address]

[Signature of representative of Gran tor]

[Title]

ATTEST:

[Title ]

[Seal]

ATTEST:

[Title ]

[Seal]

CONFIRMATION OF CHIEF FINANCIAL OFFICER'S LETTER We have examined the financial statements of Autoliv ASP, Inc. ("Autoliv") for the two years ended December 31 , 2015 , and have issued our report thereon dated March 30, 2016 . Our examination was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary.

Autoliv has r red documents to demonstrate its financial responsibility under NRC ' s financial protection regulat"ons, 10 CPR Part 140. This letter is furnished to assist the licensee Aerotest Operatic s, Inc. (Au o iv ' s subsidiary) , License No. R-98 , in complying with these regulations an should not be us d for other purposes.

1.

amounts contained in th December 31, 2015 ;

2.

3.

4. Recomputed the totals and percentages.

Because the procedures in 1-4 above do not constitute a full ex *nation made in a

accordance with generally accepted auditing standards, we mot express an opinion on the manner in which the amounts were derived in the items referred to above. In connection with the procedures referred to above, no matters came to our attention that cause us to believe that the chief financial officer' s letter and supporting infmmation should be adjusted.

We have evaluated the off-balance sheet transactions of Autoliv and it is our opinion that these transactions [insert "could" or "could not "] materially adversely affect the ability of Autoliv to provide the financial protection specified in 10 CPR § 140.14(a)(2).

Signature Date

Schedule Reconciling Amounts Contained in Chief Financial Officer's Letter with Amounts in Financial Statements AUTOLIV ASP, INC.

TWO YEARS ENDED DECEMBER 31,2015 Per Financial Reconciling CFO's Statements Items Letter x

x x

xxx Accrued decommissioning costs included in current liabilities x Total liabiliti~(less accrued decommissioning costs) x 4 Total net worth

~*~ .......

tangible assets acquired Accrued decommissioning costs included in current liabilities Tangible net worth (plus decommissioning costs) x Note:

The model schedule above does not illustrate an entire schedule. Rather, it illustrates the form of schedule the NRC expects to be submitted by licensees. Details and reconciling items will differ in specific situations

U.S. Nuclear Regulatory Commission Attn: Document Contro l Desk Washington DC 20555 Re : Aerotest Operations, Inc., Docket No . 50-228 Response to Request for Additional Information Regarding application for Change in Method of Providing Financial Protection Reference 1: etter from Spyros Traiforos, Project Manager, Research and Test Reactor Licensing Branen re: Aerotest Operations, Inc. - Request for Additional Info mation Regarding Application for a Change in Method of Providing Financial Protection (TAC No . 1Vlli6254) oated January 20, 2016.

I am the chief executive officer o toliv ASP, Inc., a corporation. This letter is in support of this firm's use of the financial test to demonstrate adequate resources, as specified in 10 CFR Part 1!40.

I hereby certify that Autoliv ASP, Inc. is currently a going concern, and that it possesses positive tangible net worth in the amount of a roximately $ 1.1 bill ion .

This firm [insert "is required" or "is not required"] to file a Form 10-K with the U.S. Securities and Exchange Commission for the !ates fiscal ye r. This fiscal year of this firm ends on [insert month and day].

I hereby certify that the content of this letter is true a d correct to knowledge.

[Nam e]

[Title]

[Date]

SUPPLEMENT AL AGREEMENT This Supplemental Agreement dated as of June__, 2016 (the "Supplement") is executed by and between Aerotest Operations, Inc., a California corporation, (the "Grantor"), and Wells Fargo Bank, National Association, a national banking association, organized under the law of the United States (the "Trustee"), and relates to the Standby Trust Fund Agreement executed by the Grantor and the Trustee as of June_, 2016 (the "Trust Agreement"). Capitalized terms used herein but not defined herein shall have the meanings given to them in the Trust Agreement.

Recitals.

Agreements.

Section 2. Investment.

The Grantor shall execute an Investment Objective Fonn substantially in the Io Supplement. In the absence of delivery of a properly executed Inves me 1: Objective, the Trustee shall hold the funds uninvested. The Trustee shall have no responsi

• i y or liability for any loss which may result from any investment or sale of investment made pursuant to this Supplement or any other actions or omissions of the Trustee, other than for gross negligence or willful misconduct. The Trustee is hereby authorized, in making or disposing of any investment permitted by the Trust Agreement or this Supplement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Trustee or for any third person or dealing as principal for its own account.

Section 3. Tax Reporting.

(a) Tax Reporting. All interest or other taxable income earned from the investment of the Fund in any tax year shall be taxable to Grantor.

(b) Certification of Tax Identification Number. For certain payments made pursuant to the Trust Agreement, the Trustee may be required to make a "reportable payment" or "withholdable payment "

and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively,

that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 of the United States Internal Revenue Code of 1986, as amended (the "Code"). The Trustee shall have the sole right to make the determination as to which payments are "reportable payments" or "withholdable payments." The Grantor shall provide an executed IRS Fonn W-9 or appropriate IRS Form W-8 (or, in each case, any successor fonn) to the Trustee prior to the date hereof, and shall promptly update any such form to the extent such fonn becomes obsolete or inaccurate in any respect.

The Trustee shall have the right to request from the Grantor, or any other person or entity entitled to payment hereunder, any additional fonns , documentation or other infonnation as may be reasonably necessary for the Trustee to satisfy its reporting and withholding obligations under the Code. To the extent any such fo s to be delivered under this Section 3(b) are not provided prior to the date hereof or by the time t

• e related payment is required to be made or are detennined by the Trustee to be incomplete a O/or inaccurate *n any respect, the Trustee shall be entitled to withhold (without liability) po fion of any i ' erest or other income earned on the investment of the Fund or on any such Rayments hereunder t9 t e extent withholding is required under Chapters 3, 4, or 61 of the Code, and sha ave no obligati n to gros up any such payment .

discretion conferred upon the Trustee by the other pro expressly authorized and empowered as follows:

(a)

(b) The Trustee, in acting hereunder, may assume the~e mneness of any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, or other paper or document which the Trustee in good faith believes to be genuine and what it purports to be.

(c) In no event shall the Trustee be liable, directly or indirectly, for any (i) damages ,

losses, or expenses arising out of the services provided hereunder, provided that the Trustee acts in good faith, or (ii) special, indirect, punitive, or consequential damages or losses of any kind whatsoever (including without limitation lost profits), even ifthe Trustee has been advised of the possibility of such damages or losses and regardless of the fonn of action.

(d) Under no circumstances shall the Trustee be expected or required to risk or advance its own funds in the perfonnance of its duties or the exercise of its rights under the Trust Agreement or this Supplement.

Section 6. Immunity and Indemnification of Trustee.

The immunity and indemnification provisions of the Trust Agreement shall survive the tennination of the Standby Trust Agreement and this Supplement and, with respect to claims arising in connection with Trustee's duties while acting as such, the resignation or removal of Trustee.

hall be administered, construed and enforced according to Section 10. Reliance.

The Trustee shall not be liable for any action taken o not taken by or consent of the Gran tor or its respective agents, representatives, successors, or assi , s.

not be liable for acting or refraining from acting upon any notice, request, consen:, irecttbn, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be nuine an correct and to have been signed or sent by the proper person or persons, without furthe i uiry into the person ' s or persons' authority. Concurrent with the execution of this Trust Agreement t Grantor shall deliver to the Trustee an authorized signers' form in the form of Exhibit B to this Supplement.

Section 11. Notices All notices, requests, demands, and other communications required under this Supplement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) on the day of transmission if sent by electronic mai l ("e-mail") to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion of transmission, (iv) by overnight delivery with a reputable national overnight delivery service, or (v) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility of the Grantor to notify the Trustee in writing of any name or address changes. In the case of communications delivered to the Trustee, such co1mnunications shall be deemed to have been given on the date received by the Trustee.

Gran tor: Aerotest Operations, Inc.

[Address}.

Attn: [ ]

Telephone: [ ]

E-mail: [ ]

Trustee:

NRC The Grantor understands that the Trustee's inability to receive or confinn funds transfer instructions pursuant to the security procedure selected by the Grantor may result in a delay in accomplishing such funds transfer, and agrees that the Trustee shall not be liable for any loss caused by any such delay.

Section 13 Counterparts.

This Supplement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The exchange of copies of this Supplement and of signature pages by facsimile or by electronic image scan transmission in .pdf fonnat shall constitute effective execution and delivery of this Supplement as to the Gran tor and Trustee and may be used in lieu of the original Supplement for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their duly authorized officers on the day and year first set forth above.

Aerotest Operations, Inc., as Grantor

[Name}

Its: [Title]

EXHIBIT A TRUSTEE FEE SCHEDULE

~----~-

Acceptance fee Waived A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing.

Annual administration fee $7,500 An annual fee for customaty administrative services provided by the trustee , including daily routine account management; i v tment transactions, cash transactions processing (including wire and check processing), disbursem nt o nds in accordance with the agreement, tax reporting for one entity, and providing account statements '<> e parties. The administration fee is payable annually in advance per escrow accou t es blished. The fir t installment of the administrative fee is payable at closing.

Legal counsel fees and expenses None anticipated es the right, at its sole discretion, to hire outside counsel if Out-of-pocket expenses At cost Out-of- pocket expenses will be billed a at cost at the sole discretion of Wells Fargo.

Extraordinary services Standard rate The charges for performing services no ~ontempl ted at th *me of execution of the governing documents or not specifically covered elsewhere in this scnedu Will liJe at Wells Fargo's rates for such services in effect at the time the expense is incurred.

Assumptions This proposal is based upon the following assumptions "th re p et to the role of

• Type of trust/ escrow: Regulatory Performance Guarantee

• Number of accounts to be established: One

• Amount of trust/ escrow: Unfunded at this time.

• Term of trust/escrow: Up to 10 years

• Number of tax reporting parties: One

• Number of parties to the transaction: Two

• Number of cash transactions (deposits/disbursements):

the terms of the trust agreement.

• No payments to 3 rd parties, only to the parties to the trust agreement or beneficiary NRC, but subject to the terms of the trust agreement.

• Subject to reaching a written Side Agreement acceptable to Wells Fargo, as trustee, and the Aerotest Operations, Inc. to cover required provisions not covered in the NRC Standby Trust agreement. The NRC will not need to review or sign the Side Agreement as they will not be a party to it.

• Subject to Wells Fargo's review and acceptance to the terms of the NRC Standby Trust agreement.

• Fees quoted assume all transaction account balances should the trust be funded will be held uninvested, invested in select Wells Fargo deposit products, or invested in money market mutual funds currently available on Wells Fargo's sweep platform.

Terms and conditions

• The recipient acknowledges and agrees that this proposal does not commit or bind Wells Fargo to enter into a contract or any other business arrangement, and that acceptance of the appointment described in this proposal is expressly conditioned on (1) compliance with the requirements of the USA Patriot Act of

2001, described below, (2) satisfactory completion of Wells Fargo's internal account acceptance procedures, (3) Wells Fargo's review of all applicable governing documents and its confirmation that all terms and conditions pertaining to its role are satisfactory to it and (4) execution of the governing documents by all applicable parties.

• Should this transaction fail to close or if Wells Fargo determines not to participate in the transaction, any acceptance fee and any legal fees and expenses may be due and payable.

• Legal counsel fees and expenses, any acceptance fee and any first year annual administrative fee are payable at closing.

• Any annual fee covers a full year or any part thereof and will not be prorated or refunded in a year of early termination.

• Should any of the assumptions, duties or responsibilities of Wells Fargo change, Wells Fargo reserves the right to affir , modi or rescind this proposal.

• The fees desc "f)ed!in this proposal are subject to periodic review and adjustment by Wells Fargo.

• Invoices outstanding for ove 30 days are subject to a i.5% per month late payment penalty.

• This fee ro osal is good for o days.

issuing state agency.

J EXHIBITB Aerotest Operati~ns, Inc., (the "Grantor") certifies that the names, titles, telephone numbers, e-mail addresses and s ec'imen signatures set forth in Parts I and Il of this Exhibit B identify the persons authorized o p *ovide direction and initiate or confirm transactions, including funds transfer instructi0 on behal of the Grantor and that the option checked in Part ill of this Exhibit B is the secur'i procedure e ected by the Grantor for use in verifying that a funds transfer instructioMeceived by the T stee is that of the Grantor.

The Grantor a reviewea each 0 tli security procedures and has determined that the option checked in Part ill oftbis Exhibit B best meets its requirements; given the size, type and frequency of the instructions it will iss e to tfie Trustee. y selecting the security procedure specified in Part ill of this Exhibit B, th Grantor c owleCl&-es that it has elected to not use the other security procedures described ano agrees to be ound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the J'-rustee in compliance with the particular security procedure chosen by the G *antor.

Part I Name, Title, Telephone Number, Electronic Mail ("e-mail") Address and Specimen Signature for person(s) designated to provide direction, including but not limited to funds transfer instructions, and to otherwise act on behalf of the Gran tor Telephone Number E-mail Address Specimen Signature

[list more if desired]

Part III Means for delivery of instructions and/or confirmations The security procedure to be used with respect to funds transfer instructions is checked below:

D The Trustee shall confinn funds D

Trustee may, at its 0 Option 4. D elivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Trustee shall confinn funds transfer instructions by 0 telephone call-back or 0 e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confinnation option as more fully described in Option 1 and Option 2 above.

Dated this_ day of 2016.

By~~~~~~~~~~~~~~~~~-

Name: [

Title:

L

EXHIBIT C Investment objective for discretionary accounts Account information Account Name: Aerotest Operations, Inc (NRC) Financial Protection Trust Account Number(s): XXXX0600 Investment objective Check one Investment objective Investment characteristics

• Focus on preservation of principal D

• Highly liquid

• Reasonable risk-adjusted return

• Focus on preservation of principal D

This objective supersedes all prior designa 10 s, bot company, with respect to the investment o 1ectiv for will rely on this form in the exercise of its inv ent dis written notice amending or rescinding this designation.

Aerotest Operations, Inc.

Company Name

_J_J1 6

[Name, Title] Date Wells Fargo Bank, National Association, as Trustee

_J_J1 6 Amy C. Perkins, Vice President Date