ML20085E046
| ML20085E046 | |
| Person / Time | |
|---|---|
| Site: | Comanche Peak  |
| Issue date: | 10/11/1991 |
| From: | William Cahill, John Marshall TEXAS UTILITIES ELECTRIC CO. (TU ELECTRIC) |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| TXX-91370, NUDOCS 9110180009 | |
| Download: ML20085E046 (8) | |
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Log il TM 91370
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F ile il 10010 892 1UELECTRIC Ref.
10CfR50.33(L) 10CTR50,75(c)
Williarn J. ( shill, Jr.
t.rv,w sw rmam, October 11. 1991 U. 5. Iluclear Regulatory Commission A1Til:
Document Control Desi Washington. D. C, 20555 SUBJEC1:
COMAfEHE PEAL STEAM ELECTKlC STATION (CPSES)
DOCLET N05. 50-445 AND 50-446 AMENDHEllT TO DECOHHISS10lllllG FUllDillG AGl!ELHEllT REF:
Letter to liRC f rom W. J. Cahill, Jr. dated July 26, 1990, logged TXX-90250 Gentlemen:
liy this letter TV Electric submits an amendment to the decommissioning f unding agreement submitted via the reference.
The decommissioning trust agreement between 10 Electric and the trustee has been amended in order to comply with Substantive Rules 23.21 and 23.59 recently promulgated by the Texas Public Utility Commission.
Sincerely, William J. Cahill, Jr.
By:
J S. Marrhall l
Generic Licensing lianager JDR/arp Enclosure c-fir. f t.
D, tIartin. Region lv 1
Resident inspsctors. CPSES (2?
Mr.
't. S. Wood oM 9110180009 911011 400 North olive street La. a t Dallas, Texas 75201
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.,y EilCLOSURE TO TXX 91370 AHEllD!iENT 70 flVCLEAR DECOMMISS10till4G 1
1 RUST AGREEHLili
AMENDMENT TO NUCLEAR DECOMMISSIONING TRUST AGREEMENT This Amendment is entered into a r, of the 20th day of Septt:ocr, 1991, by and between Texas Ut4.11 ties Electric Company, a corporation duly organized and existing under the laws of the State of Texas and having its principal of fice it 2001 Bryan Tower, Dallas. Texas 75201 (the " Company"), and Mellon Bank, N.A.,
as Trustee, havinty its principal office at One Mellon Bank Center, Pittsburgh, Pennsylvanin 15258 (the " Trustee").
WHEREAS, the Company and the Trustee have tir,tered into that certain Nuclear Decommissioning Trust Agreemer't dated as of July 10, 1990 (the " Agreement") pursuant to which, among other things, the Company established the 7unds for the exclusive purpose of providing for the decommissioning of the Units and to constituto qualified and nonqualified nuclear decommissioning reserve funds;
- WHEREAS, in-Article. IV of the Agreement, the. Company specifically reserves the right to amend the Agreement; and WHEREAS, in order to-comply with Substantive Rules pg 23.21 and 23.59 promulgated by the Public Ur.lity Commissic'n of Texas which said Substantive Rules became t f 'octive July 8,
1991, the company and the Trustee desire to amend the Agreement in the manner provided for herein.
NOW, THEREFORE, the parties hereby agreo as follows:
1.
Section 1.02 of the Agreement is hereby amerded to
-specify that:
(i) the interest earned on the corpus of each of the Funds shall become part of the corpus of the respective Fund; and (ii) the Trustee owes the s'ame duties wf*h regard to the interest earned on the corpus of the Funds as are owed with regard to the corpus.
As amended, Section 1.02 of the Agreement shall read in full as follows:
"Section 1.02.
h rooses of the Funds.
The Funds are established for the exclusive purpose of providing funds for the decommissioning of the Units and to constitute
-Qualified and Honqualified nuclear decommissioning reserve funds and to comply with any applicable ordars.or requirements of the Public Utility Commission of Texas (the "PUC") end the United States Nuclear Regulatory Commission (the "NRC").
The Nonqualified Funds shall accumulate all contributions (whether from the Company or others) which do not satisfy the requirements for contributions to the Qualified Funds pursuant to Section 2 of the Special Terms.
The Qualified Funds shall accumulate all contributions which satisfy the requirements of Section 2 of the Special Terms. The Qualified Funds shall also be governed by the provisions of the Special Terms, which provisions shall take precedence over any provisions of this Agreement construed to be in conflict therewith.
The duties of the Trustee provided herein shall apply equ '.ly to the corpus of, as well as any interest earned on, the Funds.
Any and all interest earned, from time to time, on the corpus of any of the Funds shall become part of the corpus of the respective Funds. The duties of the Trusteo provided herein shall apply equally to the corpus of the Funds and to any and~all interest earned on the corpus of any of
.the Funds..
None of the assets of the Funds shall be subject to attachment, garnishment, execution or levy in any manner for the benefit of creditors of the company,
-except to the extent ' a certificate of Disbursement, substantially in the form attached as Exhibit B, has been signed by the Company with rre v
'o such assets of the Funds."
2.
Section 1.03 of the - A ma Jn : is hereby amended.to provide that, when-making contribu,ic,r.3 to the Funds, the Company shall, to the' extent permitted under Section,08A of the Code, make such contributions to the Qualified Funds; and, as amended, Section 1.03 of the. Agreement shall read.in full as follows:
"Section 1.03.
Contributions to the Funds.
The assets of the Funds shall be contributed by the Company from tine to time.
The Company shall designate into which'of tre Qualified Funds.or Nonqualified Funds the assets shall be contributed; provided, however, that the Company shall, to the extent permitted.under Section 468A of the Code and the regulations. promulgated thereunder, make such contributions to the Qualified Funds.
Subject to the foregoing liuitations and other relevant limitations promulgatud from time to time by the PUC or other authoritative r.atities,' the Coupany shall have sale discretion as to whoraer cash payments are allocated to the Qualified funds or the
.Nonqualified Funds.
Contributions. of property other than cash shall be allocated to the Nonqualified Funds."
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3.
Section 3.01 of the Agreement lo hereby amended to provide thats; (1) the Trusteo shal) have a continuing duty to review the Funds for compliance with relevant investment guidelines and governing regulations; and (ii) the power and authority granted under the Agreenent shall not exceed the power and authority which may be granted undet the Texas Trust code.
As amended, Section 3,01 of the Agrooment shall read in ful) as follows:
"Section 3.01.
MtAQ1My_of Trustee.
The Trustee hereby accepts the trusts created under this Agreement.
The Tidstee shall have the authority and discretion to manage and control the Funds to the extent provided in this Agreement but does not guarantee the Funds in any j
manner against investment loss or depreciation in asset J
value or guarantee the adequacy of the Funds to satisfy the Decommissioning costs.
The Trustee shall not be liabic for the making, retention or sale of any asset of the Qualified Funds which qualifies as a Permissible Asset, as defined in the Special Terms, nor shall the 4
Trustee be responsible for any other locc to cr diminutj on of the Funds, or for any other loss or damage which may result from the discharge of its duties hereunder, except if such loss or diminution is the result of the Trustee's failure to perform its responsibilities hereunder in the same manner as would a prudent man, acting in a like capacity and familiar with such matters, in the conduct of an enterprise of a similar nature.
Notwithstanding the foregoing or any provision of this Agreement seemingly to the contrary, the Trusteo shall have a continuing duty to review the Funds to assure compliance with the investment guidelines prov.i3ed in this Agreement and otherwise provided from time to time by the company, as woll as with applicable federal, state or local statutes, regulations, rules cr ordinances.
In no event shall the Trustee's power and authority provided for hereiu exceed the power and authority which may be granted to trustees under the
-Texas Trust code."
4.
Section 3.02 (b) of the Agreement is hereby hmended to provide certain specific investment limitations.
As amended, section 3.02(b) shall read in full as follows:
"(b) To the extent that the investment of assecs of the Funds is not being directed by one or more investment managers under Section 3.02(a), the Trustee shall hold, invest, and reinvest the funds delivered to it hereunder as it in its sole discretion deems advisable, subject to
.all of its obligations and liabilities set forth in this Agreement and-to the restrictions set forth herein for investment of the assets of the Qualified Funda.
As a
- part, but not in lilaitation,. of the restrictions referenced in the preceding sentence, the Trustee shall not:
(i) lend the Funds, or any part thereof, with
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itself, its of ficers or its directors; or (ii) invest or reinvest the Funds, or any part thereof, in instruments issued by the Trustee, except for time deposits, demand deposits or money market accounts of the Trustee."
5.
Article V of the Agreement is hereby amended to provide that the trusts created under the Agreement shall be irrevocable.
As amended, a new Section S.01, relating to the termination of the trusts created under the Agreement, shall be added and the current provisions of Article V, which relate to the termination of the Funds, shall be included as Section 5.02.
As amended, Article V shall read in full as follows:
HARTICLE V.
19_pnina.kioJj i
Section 5.n1 f' r,gtird wpSM Aq.
Subject to the provisions vf th,Agrooment + garding amendments of this Agreement, the tru:"9 26.ted boreunder shall be irrevocab)e.
Section 5.02.
Termi,2tiat of IrJEin.
""Te trusts created hereunder shall tenninate only upor. th earliest of:
(1) the termination oy the
!RC of the licc ses covering the Units; (ii) the sale or other distmsition by the Company of all of its right, title-and ownership interest in and to the Units; and (iii) the date khich is one day prior to twenty-one (21) years after the death of the last survivor of (x) each person who was an officer of the Company or of the Company's affiliated companies on July 10, 1990, and (y) each of their descendants born on.or prior to July 10, 1990.
Upon termination of the trust (s), the assets of the terminated trust (s) shall be distributed to the Company or transferred to another financial assurance mechanism which is authorized by the NRC, as may be cirected by the Company.-
The Company shall provide the Trustee with notification that the trust (s) has terminated and with directions for distribution of the assets of the terminated trust (s)."
section 5.03.
Terminatjen of Oualifled Funds.
A Qualified Fund shall terminate upon the earlier of either (i) substantial completion of decommissioning of the Unit, as defined in the Special Terms, to which such Qualified Fund. relates; or (ii) disqualification of the Qualified Fund by the Internal Revenue Service as provided in Treas. Reg. 51.468A-5(c) or any corresponding future Treasury Regulation; or (iii) the effective date of a resolution adopted by the Board of Directors e.f the i
Company terminating the Qualified Fund provided, however, that such effective date shall be no earlier than the date of approvsl by the NRC, if applicable; or (iv) twenty-one (21) years af ter the last survivor of (x) each person who was an officer of the Company or of the
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0 Company's affiliated companies on July 10, 1990, and (y) each of their descendants born on or prior to July 10, 1990; or (v) to the extent required undar Section 468A of the Code or any regulation promulgated tnereunder, upon the Company's sale or other disposition of all or a portion of the Unit to which such Qualified Fund relates."
6.
Section 6.03 of the Agreement is hereby amended to provide that the laws of the State of Texas shall control all questions relating to the Agreement, the Funds and the trusts created under the Agreement; and, as amended, Section 6.03 of the Agreement shall read in full as follows:
H6.03 Govejrninc Law. The trusts created under this Agreement are Texas trusts and all questions relating to or governing the trusts, the Funds or this Agreement shall, to the extent they are not preempted by Federal law, he determined in accordance with the laws of the State of Texas."
7.
Unless otherwise defirsed herein, each of the capitalized terms used herein shall have the same meaning given to such term in the Agreement.
8.
This Amendment may be executed in any number of countcrparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
9 '.
This Amendment shall be goverr4ed by and construed under the laws of the State of Texas.
10.
This Amendment, together with the Agreement, sets forth the entire understanding and agreement among the parties with respect to the subject matter hereof and supersedes and replaces any prior understandings, agreements or statements (written or oral).
11.
Except as expressly amended hereby, the Agreement is hereby restated, confirmed and ratified in all respects and shall remain in full force and effect. --
IN WITNESS WilEREOF, the pacties hereto, each intending to be legally bound hereby, have executed this Amendment as of the date first abovo uritten.
i TEXAS UTILITIES FLECTRIC COMPAllY
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Baker, Senior Vice President ATTEST!
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MELLON DANK, N.A.
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VICE M?ESIDStr ATTEST,:
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