ML20081G602
| ML20081G602 | |
| Person / Time | |
|---|---|
| Site: | 05000054, 07000687 |
| Issue date: | 04/17/1991 |
| From: | Stadler M HOFFMAN-LA ROCHE, INC. |
| To: | NRC |
| Shared Package | |
| ML19302E594 | List: |
| References | |
| NUDOCS 9106130178 | |
| Download: ML20081G602 (34) | |
Text
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Hoffmann-La Roche
~ a na ~
3r Ko @d snet
%% ** Jmn ON101116 Martin i Stadler su v,a nesdent I AtTtt hu ia9 ReMLt((3 r
grd AjTifMita'@
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April 17, 1991 U.S. Nuclear Regulatory Commission Washington, D.C.
20555 I am the Senior Vice President-Finance,
!!uman Resources and Administration of Hoffmann-La Roche Inc., which maintains its 340 Kingsland Street, Nutley, NJ principal p3 ace of business at New Jersey Corporation.
This letter is in support of
- 07110, test set forth in Paragraph a
this Company's use nf the financial A.2 of Section II of Appendix A
to 10 CFR Part 30, as referenced by 10 CFR Parts 50 and 70, to demonstrate financial assurance, as specified in 10 CFR Parts 50 and 70 on behalf of Cintichem, Inc., our subsidiary.
This Company guarantees, through the Parent Company Guarantee submitted to demonstrate compliance under 10 CFR Parts 50 and 70, the decommissioning of the following facility owned or operated by Cintichem Inc., a subsidiary of this Company.
The current cost x 1.;. d o or certified amounts for decommissioning, so guaranteed, are shown for each facility:
COST OF ESTIMATES U.S.
NUCLEAR FOR REGULATORY REGULATORY NAME AND COMMISSION ADDRESS ADDRESS OF ASSURANCES LICENSE OF LICENSED DEMONSTRATED BY NUMBEB IJCENEE ACn nTY TilIS l GREEMENT_.__
R-81 Cintichem Inc.
Cintichem Inc.
$24,980,000 SNM-639 Long Meadow Road Long Meadow Road Tuxedo, NY Tuxedo, NY 10987 10987 The Company is not required to file a Form 10K with the U.S.
Securities and Exchange Commission for the latest fiscal year.
Th.s fiscal year of this Company ends on December 31.
The i
figures for the items marked with an asterisk on Appendix 1,
" Financial Test: Alternative A.1,"
attached hereto, are derived 9106130178 9 1 n 5 2.1 PDR ADOCK 050000y I
9 U.S. Nuclear Regulatory Commission April 17, 1991 Page 2 from this Company's independently audited, year-end financial statements and footnotes for the latest completed fiscal year, i
J ended December 31, 1990.
I hereby certify that the content of this letter and Appendix 1 i
hereto are true and correct to the best of my knowledge, Very truly you 's, h
l
~
Martin F. Stadler
~
Senior Vico President 3080C l
Appendix 1 Hoffmann-La Roche Inc.
Financial Test:
Alternati_ve A.1
($ Thousands)
Decommissioning cost estimates for facility (R-81 SNM-639) 1.
total of all cost estimates shown in paragraphs above
- 2.
Total lia5TTities (if any portion of the cost estimates for decommissioning is included in total M:bilities on your finn's financial statement, deduct the araount of that portion from this line and add that amount to lines 3 and 4)
- 3.
Tangible net worth
- 4.
Net worth
- 5.
Current assets Current lia'silities
'6.
- 7.
Net working cepital (line 5 minus line 6)
- 8.
The sum of net income plus depreciation, depletion, and amortization
- 9.
Total assets in United States (required only if less than 90 percent of firm's assets are located in the UnitedStates)
Yes No W
r*~
10.
Is line 3 at least $10 million?
'a'*-
W 11.
Is line 3 at least 6 times line !?
W r*~
12.
Is line 7 at least 6 times lir,e !?
13.
Are at least 90 percent of firm's assets located in the United States?
If not, ccmplete line 14 T*~
Is line 9 at least 6 times line !?
14.
(Guarantor must meet two of the following three ratios) 15.
Is line 2 divided by line 4 less that 2.07
~
W 16.
Is line 8 divided by line 2 greater than 0.17 W
17.
Is line 5 divided by line 6 greater than 1.57
{i-~
- Denotes figures derived from financial statements.
(A.1) As set forth in Paragraph A.1 of Section II of Appendix A to 10 CfR Part 30, as referenced by 10 CFR Parts 50 and 70.
- WITHHELD AND EXEMPTED FROM PUBLIC DISCLOSURE PURSUANT TO 10 C.F.R. SE
4 411 Hassack Aveno Telophone ?01961M9 teckensack. NJ 07601 l){'{re h I[l[CI'llOllSC Report of Independent Accountants j
April 17, 1991 Mr. Martin F. Stadler Senior Vice President Finance, Human Resources and Administration Hoffmann-La Roche Inc.
340 Kingsland Street Nutley, New Jersey 07110-1199
Dear Mr. Stadler:
Ve have audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Hoffmann-La Roche Inc. and its subsidiaries (the " Company")
as of December 31, 1990 and the related consolidated statements of income, retained earnings and cash flows for the year then ended, and have issued our report thereon dated February 14, 1991.
At your request, we have carried out certain procedures, as described below, to assist the Company in complying with a request from the United States Nuc1 car Regulatory Commission (the " Commission") for information regarding the Company's use of the financial test, as set forth in paragraph A.2 of Section II of Appendix A to 10 CFR Part 30, as referenced by 10 CFR Parts 50 and 70, to demonstrate the Company's financial assurance as specified in 10 CFR Parts 50 and 70, as outlined in Mr. Martin Stadler's April 17, 1991 letter and the attachment thereto to the Commission.
Wi t'.i respect to the schedule attached to this letter reconcilirg amounts reported in Appendix 1 to Mr. Stadler's April 17, 1991 letter with amounts reported in the 1990 audited consolidated financial statements of the Company as of and for the year ended December 31, 1990, we have performed the to11owing procedures:
We agreed the amounts reported on the attached schedule o
in the column "Per Consolidated Financial Statements" to the corresponding amounts reported in the Company's audited consolidated financial statements as of and for the year ended December 31, 1990 and found such amounts to be in agreement.
l
April 17, 1991 Mr. Martin F. Stadler Page 2 We agreed tr.e amounts reported on the attached schedule o
in the column "Per CFO's Letter" to Appendix 1 included with Mr. Stadler's April 17, 1991 letter and found such amounts to be in agreement, o
We determined that there ate no reconciling items on the attached schedule, We recomputed the subtotals and totals contained in o
Appendix 1 to Mr. Stadler's April 17, 1991 letter and the attached schedule and found such subtotals and totals to be arithmetica11y correct.
Because the above procedures do not constitute an audit made in accordance with generally accepted auditing standards, we do not exaress an opinion on any of the amounts included in the attacled schedule or Appendix 1 to Mr. Stadler's April 17, 1991 letter.
This report relates only to the items referred to above and does not extend to any financial statements of the Company taken as a whole.
It is understood that this report is solely for your info':mation and the information of the Commission and is not to be referred to or distributed for any purposes to any other person or entity.
Z 6%ll
,d M f I
Schedule Reconciling Amounts Contained _in Mr. Martin Stadler's_ April 17, TM 1 Let.ter (ineluding Appendix 1)With Amounts in the Comyany's Audited
~
TsiJFC o n s o l i d a t e d FTii a n c i an t a t e m e n t s (s thousands),
WI'DD01D AND l'J,1N1'nD Fla~r4 l'Ulll.IC !)!FCIDSUIE PUICUINI' '10 10._ C.F. R. Sit'I't(N 2. 790
PARENT _COMPANL.GUARANTIZ Guarantee made this 6th day of May, 1991 by Hoffmann-La Roche Inc., a corporation organized under the laws of the State of New Jersey, with a
principal place of business at 340 Kingsland Street, Nutley, New Jersey
- 07110, (herein referred to as " Guarantor"), to the U.S.
Nuclear Regulatory Commission, an agency of the United States Government, with a principal office at 1717 H Street, N.W.,
Washington, D.C.
20555 (herein referred to as "NRC")
on behalf of Guarantor's subsidiary Cintichem, Inc., a corporation organized under the laws of the State of Delaware, with its principal place of business at Long Meadow Road, Tuxedo, New York 10987 (herein referred to as
" Licensee").
Encitahi 1.
The Guarantor has full authority and capacity to enter into this guarantee under its
- bylaws, articles of incorporation, and the laws of the State of New
- Jersey, its State of incorporation.
Guarantor has approval from the Executive Committee of its Board of Directors to enter into this guarantee.
2.
This guarantee is being issued to comply with regulations issued by the NRC, an agency of the United States Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of ' V/ 4.
NPC has promulgated regulations in Title 10,
3-Chapter I of the Code of Federal Regulations, Parts 50 and 70, whic' require that a
ho1Jer of, or an 4
applicant for,.in operating license issued pursuant to 10 CFR Part 50 and a special nuclear material license issued pursuant to 10 CFR Part 70 provide assurance that funds will be available when needed for required decommissioning activities.
3.
The guarantee is issued to provide financial assurance i
for decommissioning activities for NRC Reactor Operator's License No.
R-81 and Special Nuclear Materials License No.
SNM-639 issued in the name of Cintichem, Inc.
for its facility located at Long Meadow Road, Tuxedo, New York 10987, as required by i
10 CFR Parts 50 and 70.
The decommissioning costs for which are estimated as follows:
Twenty Four Million Nine Hundred Eighty Thousand Dollars
($24,980,000).
- However, Guarantor acknowledges that as parent guarantor.of Licensee's obligations to perform the decommissioning activities as required by Reactor Operator's License No.
R-81 and Special Nuclear Materials License No. SNM-639, it is guaranteeing the j
total costs required to complete the decommissioning, whether or not such costs exceed the aforementioned estimated costs.
4.
The Guarantor meets or exceeds the financial test criteria sat forth in Paragraph A.1 of Section II of b
a.--
- - -. - -, - -, - - - -, - - -, - ~ ~ - - ~ - -
Appendix A to 10 CFR Part 30, as referenced by 10 CFR Parts 50 and 70, in that Guarantor (i) has net working capital and tangible net worth each at least six times the current decommissioning cost estimate; and (ii) has assets located in the United States amounting to at least 90 percent of its total assets or at least six times the amount of the current decommissioning cost estimates; and (iii) meets two of the following three ratios:
a ratio of total liabilities to not worth less than 2.0; a ratio of the sum of net income plus depreciation, depletion, and amortization to total liabilities that is greater than 0.1; and a
ratio of current assets to current liabilities that is greater than 1.5; and (iv) has tangible not worth of at least $10 million and agrees to comply with all notification requirements as specified in 10 CRF Parts 30, 50 and 70.
5.
The Guarantor has majority control of the voting stock for the following Licensee covered by this guarantee.
U.S. NUCLEAR REGULATORY NAME AND ADDRESS OF COMMISSION ADDRESS LICENSED LICENSE _RUMILERS 0E.l,1CEHSEE EAC RI.TY R-81 Cintichem, Inc.
Cintichem, Inc.
SNM-639 Long Meadow Road Long Meadow Road Tuxedo, NY 10987 Tuxedo, NY 10987 6.
Decommissioning activities as used below refers to the activities required by 10 CFR Parts 50 and 70 for decommissioning of facility identified above.
i 7.
For value received from Licensee and pursuant to the authority conferred upon the Guarantor by the unanimous resolution of the Executive Committee of its Board of Directors, a certified copy of which is attached, the i
Guarantor guarantees to the NRC that if the Licensee fails to perform the required decommissioning activities, as required by Reactor Operator's License No.
R-81 and Special Nuclear Material License No.
SNM-639, the Guarantor shall:
(a) carry out the required activities, at (b) set up a trust fund in favor of the NRC, as beneficiary, in the amount of the current cost estimate for these activities.
8.
The Guarantor agrees to sebmit revised financial statements, financial test
- data, and a
special auditor's report and reconciling schedule annually within 90 days of the close of the parent Guarantor's fiscal year.
9.
The Guarantor agrees that if, at the end of any fiscal year before termination of this guarantee, it fails to meet the financial test criteria, the Licensee shall send within 90 days of the end of the fiscal year, by a
i u ---
-s-certified mail, notice to the NRC that the Licensco 0
intends to provide alternative financial assurance as 4
specified in 10 CFR Parts 50 and 70.
Withi.' 120 days after the end of the fiscal year, the Guarantor shall establish such financial assurance if the Licensee has not done so.
10.
The Guarantor also agrees to notify the beneficiary promptly if the ownership of the Licensee or the parent firm is transferred and to maintain this guarantee i
until the new parent firm or the Licensee provides alternative financial assurance acceptable to the beneficiary.
- 11..
The Guarantor agrees that within 30 days after it determines that it no longer meets the financial test criteria or it is disallowed from continuing.as a
Guarantor for the facility under Reactor Operator's License No. R-81 and Special Nuclear Material License No.
.it shall establish an alternative financial assurance as specified in 10 CFR Parts 50 and 70 as applicable, in the name of Licensee unless Licensee has done so.
12.
The Guarantor as well as its successors and assigns agree to remain bound jointly and severally under this l
l l
_...m____.__..
-_ i guarantee notwithstanding any or all of the following:
j amendment or modification of Reactor Operator's License f
No, R-81 and Special Nuclear Material License No.
SNM-639 issued to Licensee or NRC-approved decommissioning funding plan for Licensee's
- facility, the extension or reduction of the time of performance of required activities, or any other modification or alteration of an obligation of the Licensco pursuant to 10 CFR parts 50 or 70, i
13.
The Guarantor agrees that all bound parties shall be jointly and severally liable for all litigation costs incurred by the beneficiary,
- NRC, in any successful effort to enforce the agreement against the Guarantor.
14.
The Guarantor agrees to reaain bound under this guarantee for as'long as Licensee must comply with the applicable financial assurance requirements of 10 CFR parts 50 and 70, for the previously listed facility, j
except that the Guarantor may cancel this guarantee by sending notice by certified mail to the NRC and to
- Licensee, such cancellation to become effective no earlier than 120 days after receipt of such notice by both the NRC Licensee as evidenced by the return receipts.
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_7-15.
The Guarantor agrees that if Licensee fails to provide alternative financial assurance as specified in 10 CFR parts 50 and 70, as applicable, and obtain written approval of such assurance from the NRC within 90 days after a
notice of cancellation by the Guarantor is received by both the NRC and Licensee from the Guarantor, the Guarantor shall provide sitch alternative
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financial assurance in the name of Licensee or make full payment under this guarantee.
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16.
The Guarantor expressly waives notice of acceptance of
)
this guarantee by the NRC or by Licensee.
The Guarantor also expressly waives notice of amendments or modification of the decommissioning requirements and of amendments or modifications of the license.
17.
The Guarantor is not required to file financial reports with the U.S.
Securities and Exchange Commission
("SEC").
Should Guarantor be required to file financial reports with the SEC prior to the termination of this guarantee, then it shall promptly submit them to the NRC during each year in which this guarantee is in effect and the Guarantor is required to make such filings.
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i I hereby certify that this guarantee is true and correct to the best of my knowledge.
Effective date:
May 6, 1991 HOFFMANN-LA ROCHE INC.
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By:
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4 Martin F. Stadler Senior Vice President Finance Sworn to before me this 6th day of May, 1991 WV AY.'.n. 40s c%) w Notary Public /
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Hoffmann-La Roche n~m t ue iec 34Rnprc Sveet iLt'ty No A Jt rsh 0111311N Dmd ( Alpert A: s s'.e : % t t 'an UVll 2h 24 b.7 CERTIEICATIQH I, David E. Alport, Assistant Secretary of Iloffmar.n-La Rocho Inc., a New Jersey corporation, hereby certify that the resolution as attached was unanimously adopted by the Executive Committee of the Board of Directors of said Corporation on October 15,
- 1990, which Executive Committeo has the authority of the Board of Directors, pursuant to the by-laws of the Corporation, to adopt said resolution.
IN WITNESS W il E R E O F, I have set my hand and the coal of the Corporation this 20th day of May, 1991.
~%5 I_
hkI David E.
Alpe'rt 3481.1
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- RESOLVED, that the President, any Senior Vice president, any Vice president, the Secretary or the Treasurer be, and each of them hereby is, authorized and directed to execute any and all documents providing a
parent Company Guarantee to the United States Nuclear Regulatory Commission ("NRC") in support of the Financial Assurance plan of Cintichem, Inc.,
a wholly owned subsidiary of this Corporation, for the decommissioning of Cintichem's nuclear reactor and hot laboratory facilities located at its Tuxedo, New York facility pursuant to the rules and regulations of the
- NRC, and to execute such other agreements and instruments, and to perform all such other acts and things, for and on behalf of the Corporation as may be necessary, advisable or proper in order to provide such parent Company Guarantee, including the filing of an application and j
supporting affidavit requesting that the proprietary and confidential financial information ccntained in the Parent Company Guarantee be withheld and exempt from public disclosure by the NRC through its Public Document Room, under the Freedom of Information Act and otherwise.
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STANDtW TRUST _ AGREEMENT TRUST AGREEMENT, the Agreement entered into as of May 6,
1991 by and between Cintichem, Inc.,
a Delaware corporation, herein referred to as the
" Grantor,"
and Swiss Bank Corporation, New York Branch, 10 Past 50th Street, New York, New York 10022, the
- Trustee."
WilEREAS, the U.S. Nuclear Regulatory Commission ("NRC"), an agency of the United States Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganiration i
Act of 1974, has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Parts 50 and 70.
These regulations, applicable to the Grantor, require that a holder of, or an applicant for, a Part 50 and 70 licensa provide assurance that funds will be available when needed for required decommissioning activities.
WilER EAS, the Grantor has elected to use a Parent Company Guarantee, to provide all of such financial assurance for the facilities identified herein; and W ilE R E A S,
when payment is necessary and made under the Parent Company Guarantee this standby trust shall be used for the receipt of such payment; and
- l l
- WHEREAS, the Grantor, acting through its duly authorized of ficers, has selected the Trustee to be the trust ce under this and the Trustee is willing to act as trustee, Agreement,
- NOW, THEREFORE, the Grantor and the Trustee agree as follows:
SECIIONA - DefinLtions i
As used in this Agreement:
(a)
The term " Grantor" means the NRC licensee (Cintichem, Inc.)
who enters into this Agreement and any successors or assigns of the Grantor.
(b)
The term " Trustee" means the trustee who - enters into this Agreement and any successor Trustee.
SECTION 2 - Colts _QL_DOCOLrmLS.slanlRg This Agreement pertains to the costs of decommissioning the i
materials and activities identified in NRC License Numbers R-81 and SNM-639 issued pursuant to 10 CFR Parts 50 and 70 as shown in Schedule A.
The deconcissioning costs are also intended to cover.
the decommissioning of facilities where byproduct f
material is licensed by New York, an egreement state.
I
4 l'
SECTJ0!L3__Es tabli shment_oLFund l
5 This Standby Trust Agreement supercedes and replaces tho Standby Trust Agreement between Gtantor and Trusteo, dated October 15, 1990, in the amount of $20,482,000 (horoinafter the 1
" October Trust Agreement")
in its
- entirety, and the October i
Trust Agreement is hereby revoked and declared null and void by the Grantor and Trustco.
l J
to establish a standby The Grantor and the Trustee hereby agree l
trust fund (tha Fund) for t.h o benofit of the NRC when payment becomes necessary and is mado puisuant to the terms of the l
Patent Company Guarantco.
The Grantor and the Trusteo intend that no third part.y have access to t.ho Fund except as provided i
heroin.
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SECTIO!L4 Payments Constituting..the Eund 1
for the Fund shall consist of Paymonts when made to the Trustee
- cash, securitics, or other liquid assets (the
" Property")
acceptable to the Trustco.
The Fund shall be established is acceptable to tho initially as consisting of Property which Trustec.
Such P r op9 t t.y and any other Property subsequently transferred to t.he Trusteo are referred to as the
" Fund,"
togo t.ho r with all carnings and profits
- thereon, loss any i
the Trusteo pursuant to this payments or distributions made by l
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The Fund shall be hold by the Trustoo, IN TRUST, as l
hereinaf ter provided.
The Trusteo shall not bo responsiblo 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 dischargo any liabilities of the Grantor established by the NRC.
4 SECTION_L
_P ayittent__ f o r.. _Requ.i r ed._ Ac Li v.i t.i e s_ Spec.i f l ed _ i n_t he PJ an The Trusteo shall make payments from the Fund to the Grantor l
upon presentation to the Trustee of the following:
(a)
A cortificato duly executed by the Secretary of the i
Grantor attesting to the occurrenco of the events, and l
in the form set forth in the attached Specimen Certificate, (attached hereto as Exhibit I) and i
(b)
A certificato attesting to the following conditions; (1) that decommissioning is proceeding pursuant to an NRC-approved plan, (2) that the funds withdrawn will be expended for activities undertaken pursuant to that plan, and i
1 l
a -
1-1 (3) that the tiRC has besn given 30 days' prior notico of Cintichem, Inc.'s i ntent to withdraw funds from the escrow fund.
I 11 o withdrawal from the fund can exceed 100 porcent of the outstanding balance of the Fund o:
$24,980,000
- Dollars, whichever is greater, unicas 11RC approval is attached.
default or inabilicy to direct In the event of the Grantor decommissioning activities, CJ Trusteo shall make payments l
from the Fund as the 11RC shall direct, in writing, to provide for the payment of the costs of required activities covered by this Agreement.
The Trusteo shall reimburse the Grantor or 3
other persons as specified by the t1RC from the Fund for expeditures for required activities in such amounts as the liRC shall direct in writing.
In addition, the Trustco shall refund to the Grantor such amounts as the 11RC specifies i n writing.
Upon refund, such funds shall no longer constituto part of t.ho Fund as defined heroin.
1 SEC_T_l oti_ft - Trust _ Management The Trusteo shall invest and reinvest the principal and incomo of the Fund and keep the Fund invested as a
single
- fund, without distinction between principal and income, in accordance with general investment policies and guidelines which the Grantor may communicato in writ.ing to the Trustoo from time to
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time, subject, however, to the provisions of this section.
In investing, reinvesting, e7 changing, selling and managing the
- Fund, the Trustee shall discharge its duties with respect to the Fund solely in the interest of the beneficiary and with the
- care, skill,
- prudence, and diligence under the circumstances then prevailing which persons of prudence, acting in a like capacity and f arniliar with such ma t t.e r s,
would use in the conduct of an enterprise of a
like charactor and with like aims; ex;ept that:
I (a)
Securities or other obligations of the Gi ant or, or any I
other owner or operator of the facilities, or any of their affillates as defined in the Investment Cortpany Act of 1940, as amended (15 U.S.C.
60a-2(a)),
shall not be acquired or held, unless they are securities or T
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 Truutee; 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 1
for the payment of interest thetcon.
-, ~ _ _ _. - _.. _
7 SIXT; Q2 LffdmJling_Ond_Inyus(ment The trustco is expressly authorized in its discretion (a)
To transfer from timo to time any or all of the assets of the fund to any convnon, conuni ng l ed,
or collectivo
- t. rust fund created by the Trusteo in which the Fund is oligible to participato, subject to all of the provisionr, thareof, t.o be conuni ngled with the assets of other trusts participating thoroin; and I
f (b)
To purchano shates in any investment company registered under the Investment Company Act of 1940 l
(15 U.S.C.
80a-1 at seq.), including one that may be created, managed, underwritten, or to which investment advice is rondered, or the shares of which are sold by the Trustoo.
The Trustee may voto such shares in its l
discretion.
SECTIOfL8_
EXPr.OsS POWOI8 0I Trustoc l
l Without in any way limiting the powers and discretion conferred upon the Trustoo by the other provisions of this Agreement or by law, the Trusteo is expressly authorized and empoworodt (a)
To
- sell, exchango,
- convoy, transfer or othorwiso f
dispose of any property hold by it, by public or I
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- i privato sale, as necessary for prudent management of the Fund;
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(b)
To make, executo, acknowledge and deliver any and all documents of transfer and conycyance and any and all other instruments that may be necessary or appropriato to carry out the powers heroin granted; (c)
To register any securities hold in the Fund in its own name, or in the namo of a nominee, and to hold any security in bearer form or in book entry, or to combino cortificates representing such securities with cortificates of the samo i ssue hold by the Trusteo in
(
other fiduciary capacities, to reinvest interest payments and funds from matured and redeemed i
instruments, to filo proper forms concerning securities hold in the Fund in an timely fashion with appropriato government
- agencies, or to deposit or arrange for the deposit of' such securities in a
qualified central dispository even
- though, when so deposited, such securities may be merged and hold in bulk in the name of the nominee or such depository with other securities deposited thoroin by another person, or to deposit or rrrange for the deposit of i
any securities issued by the U. S.
Government, or any I
agency or in s t r urr.ent ali ty
- thereof, with a
Federal r
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9 Reserve bank, but the books and records of the Trustoo shall at all timos show that all such securities are part of the Fund; (d)
To deposit any cash in the Fund in interest boaring accounts maintained or savings cortificates issued by the Trustoo, in its separato corporato capacity, or in any other banking institution affiliated with the Trustoe; and I
i (0)
To compromiso or otherwise adjust all claims in favor I
i of or against the Fund, i
SECT 10fL9 - Taxes _and.l ecoscs f
All taxes of any kind that may be assessed or loviod against or in respect of the Fund and all brokerago commissions incurred by the Fund shall be paid from the Fund.
All other expenses incurred by the Trusteo in connection with the administration of this Trust, including foos for legal services rendered to the Trustoo, the compensation of the Trustoo to tho extent not paid directly by the Grantor, and all other proper chargos and disbursoments of the Trusteo shall be paid from the Fund.
SKCT10lLIA - Annual _.Y3htali.on 1
After payment has boon made into this standby trust fund, the Trustoo shall annually, at least 30 days before the anniversary l
10 -
dato of receipt of payment into the standby trust fund, furnish to the Grantor and to the NRC a statement confirming the value of the Trust.
Any securities in the Fund shall be valued at market value as of no more than to days before the anniversary dato of the establishment of the Fund.
The failure of the Grantor to object in writing to the Trusteo within 90 days after the statement has been furnished to the Grantor and the NRC shall constituto a
conclusively binding assent by the
- Grantor, barring the grantor from assorting any claim or liability against the Trusteo with respect to the matters disclosed in the statement.
SECTLotL1.1 - Mvicc_of.Counce1.
The Trusteo may from timo to Limo consult with counsol with respect to any question arising as to the construction of this Agreement or any action to be taken hereundor.
The Trustco shall bo fully protected, to the extent permitted by law, in acting on the advice of counsel.
SFmCTlO!L12 TLus t eo_Compens ation i
The Trusteo shall be entitled to reasonable compensation for its services as agreed upon in writing with thc3 Grantor. (Sco l
Schedulo B.)
l l
4 SICII0tL13_. _Successon.Trus tcc 4
?
Upon 90 days notico to the NHC, the Trustee may resign; upon 90 i
days notice to the NRC and the Trustoo, the Grantor may replace j
f the Trustoo; but such resignation or replacement shall not be offactivo until the Grantor has appointed a successor Trustee f
5 and this successor accepts the appointment.
The successor Trustee shall have the some powers and duties as those l
conferred upon the Trusten hereunder.
Upon the successor J
Trustoo's acceptance of the appointment, the Trusteo shall i
i assign, transfer, and pay over to the successor Trustee the funds and proporties then constituting the Fund.
'I for any reason the Gtantor cannot or does not act in the f at of the t
I resignation of the Trusteo, the Trust.uo may apply to a court of competent jurisdiction for the appointment of a
successor l
Trustee or for instructions.
The successor Trustoo shall f
specify the dato on which it assumos r.dministration of the i
trust in a writing sent to the Grantor, thn NRC and the present f
Trusteo by cortified mail 10 days before such chango becomes offectivo.
Any expensos incurred by the Trustee as a result of any of the acts contemplated by this section shall be paid as provided in Section 9.
l I
i SECTION_li__ Instructions _Lo the_Trustcc All orders, requests and instructions by the Grantor to the Trusteo shall be in writing, signed by such persons as aro signatories to this agreement or such other designoos as the i
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Grantor may designato in writing.
The Trusteo shall be fully e
protected in acting without inquiry in accordance with the i
1 j
granter's orders, requests and instructions.
If the idRC issues l
otdor, requests or instructions to the Trusten those shall bo l
in writing, signed by the tiRC or their designees, and the l
d Trusteo shall act and shall be fully protected in acting in accordance with such orders, requests and instructns.
The l
Trusteo shall have the right to
- assumo, in the wbsence of i
written notico to the contrary, that n.
event constituting a j
i change or a termination of the authority of any person to act on behalf of the Grantor or thL liRC horcunder F is occurred.
l k
The Trusteo shall have no duty to act in the absence of such
- orders, requests and instruction from the Grantor and/or the t
i 14RC except as provided for horcin.
l j
j EECT 10N._15. _ _ Amend me n t... o L A9 r e eme n t i
i t
This Agreement may be amended by an instrument in writing executed by the Grantor, the Trusteo and the IJRC or by the Trusteo and the 14RC if the Grantor ceases to exist.
4 d
3 i
SECTION_1.6 - Ir10.vocabL11ty_and_ Termination I
Subject to the right of the parties to amend this Agreement as provided in Section 15, this trust shall be irrevocable and shall continue until terminated at the written agreement of t.ho o
Grantor, the Trustco and the liRC, or by the Trustco and the 11RC
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if the Grantor coasos to exist.
Upon termination of the trust, e
all remaining trust property, less final trust administration expenses, shall be delivered to the Grantor or its successor.
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SECTIO!Lil._- Innunity_ond Indemnif_ication l
The Trusteo shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the i
administration of this trust, or in carrying out any directions by the Grantor or the 11RC issued in accordance with this 1,
Agreement.
The Trusteo shall be indemnitiod and saved harmless by the Grantor or from the trust
- fund, or
- both, from and against any personal liability to which the Trusteo may be subjected by reason of any act or conduct in its official
- capacity, including all expenses reasonably incurred in its i
defonso in the event the Grantor f alls to provide such defense.
4 SECT 1DIL18 This Agreement shall be administered, construed and enforced according to the laws of the State of 110w York, S ECTIOfL11
_I nt.e.rp_to t a tion _a nd __S.c to r a b i l i.t y As used in this Agreement, words in the singular include the plural and words in the plural include the singular.
The descriptive headings for each section of this Agreement shall not affoct the interpretation or the legal officacy of this
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Agreement.
If any part of this agreement is invalid, it shall not affect the remaining provisions which will remain valid and enforceable.
IN WITNESS WilEREOF, the parties have caused this Agreement to be executed by the respective officers duly.wthorized and the Grantor's corporato seal to bo hereunto affixed and attested as of the dato first written above, ki<l Ls te is s
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CINTICIligi, INC.
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, L'J 11Mam 1,,i. liednrich u.. -
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- _ 3 John D. Taylor Assistant frea.:urer and Controller
[Soal)
SWISS BANK CORPORATION h-.__..
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ti! COLAS T. ERNI Name:. AuistruitJIce Tresident -
Tit}o:
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3079C
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EXillDIT_1 S1'ECIMEli _CERTJ ElCATE OE_EVEllTS Swiss Bank Corporatirn New York Branch 3
10 East 50th Street flew York, New York 10022 3
Attention 1 Trust Division Cent lernon In accoidance with the terms of the Standby Trust Ag r eernent with you dated May 6,
- 1991, I,________.._,_
Secretary of C1ntichem, Inc. horeby cottify that the following events have occurred:
1.
Cintichem, Inc. is required to co Tunence the decommissioning i ts f acilit.y located at Iong Meadow Road, Tuxedo, NY of10987 (horoinaf ter called the Deconunissioning).
2.
The plans and procedures for the commencement and conduct of the Decommissioning have been approved by tho United States Nuclear Regulatory Commission, or its successor,
- _... (copy of approval attached).
on 3.
The Board of Directors of Cintichem, Inc. has adopted the a t.t ached resolution authorir.ing the commencement of the Decommissioning.
t Socrotary of Cintichem, Inc.
Dato 3079C I
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ECllEDV14 A This Agreement demonstrates financial assuranco for the following cost estimates for the following licensed activities l
I U.$. NUCLtAR NAME AND ADDEt$$
C051 ($11 Malts FOR t
RIGULA10EY A0Dkl5$
ADDRi$$ OF FIGULA10RY A$$URANCl$
COMM15$10N OF Ll(IN$tD DitON$1RAlt0 BY Ll((NSL W 9tB Ll(INMI ACl.IVIIY IHillGElLMINI R gl C4ntichem Inc.
(intichem inc.
$24,960.000'
$NM439 Leng Meade, read long Peado. Road tviedo, Nf funtdo, NY 10987 10987 The Cost estimato is included as part of the "Decormni s s ioni ng Plan for Cintichem, Inc. Research Heactor and Radiochemical Processing I,aboratory" filed with t, h o U.S. 11uclear Ecgulatory Conunission on or about October 18, 1990.
The Decommissioning cost estimato is also intended to cover decommissioning of facilities where by product material is licensed by tiew York, an agreement stato.
EC}lEDUl4._ll Trusteo Foot
$250 establishment
- feo, payable upon execution of the Standby Trust Agreement; Grantor shall pay Swiss Bank Corporation such reasonable foes for its services as Trustoo under the Trust Agreement dated as of May 6,
1991 reloting to the letter of Credit as Swiss Dank Corporation shall from time to Limo specify, T
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2 ACKliOWLEDGEME!1T State of tiew Jersey
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County of Essor
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s On this 6th day of May, 1991, before me personally camo William llennrich and John Taylor to me known, who boing duly sworn, did deposo and say that they have an offico at 340 Kingsland Street, liutley, liow Jersey 07110, that they are, respectively, Troasurer and Assistant Treasurer and Controller of the Grantor, the corporation described in and which executed the Trust Agreement in accordance with regulations issued under the authority of the U.S. tiuclear Regulatory Commission; that i
he knows the seal of said corporation; that the seal affixed to such instruments is such corporate scal; that it was so affixed by order of the Board of Directors of said corporation, and that they signed their namos thorot.o by like order, t
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State of flew Yor k
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County of liow York
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On this d' y.f day of May, 1991, before me personally c a me f di o!o LT E r e i.. a nd 6 e p ea t _ll. Lap t.c ri bg, to me known, who, l
being by me duly sworn, did depose and say that they have an office at 10 East 50th Street, flew York, IJew York; that they are, r e s p e c t i v e l y a Ilit. V ic f frt. l.
a n d a /)l.. Vite _.fsf.,
of Swiss Bank Corporation, flew York Branch, the corporation described in and which executed the above instrument; and that they signed their names thereto by order of the Doord of Directors of said corporation.
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