ML20140A495
| ML20140A495 | |
| Person / Time | |
|---|---|
| Site: | BWX Technologies, 07000364 |
| Issue date: | 05/23/1997 |
| From: | Silverman D MORGAN, LEWIS & BOCKIUS |
| To: | Weber M NRC OFFICE OF NUCLEAR MATERIAL SAFETY & SAFEGUARDS (NMSS) |
| References | |
| NUDOCS 9706040242 | |
| Download: ML20140A495 (131) | |
Text
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- e yy cp tn 1800 M Street, N 2 g,q g,/
- If2Nh Washington. D.C. N B69 9
& B & M G Lir 2 2 467 7000 fax: 202-467-7176 C 0 0 N 5 f. L O R $ AT LAW Donald J. Silverman 202-467-7502 May 23,1997 i
VIA IIAND DELIVERY Mr. Michael F. Weber Chief, Fuel Cycle Licensing Branch 1
Division ofFuel Cycle Safety and Safeguards U.S. Nuclear Regulatory Commission Mail Stop T8 D14 11545 Rockville Pike Rockville,MD 20852 Re:
Babcock & Wilcox License Transfers Dear Mike-Attached, in accordance with our conversation today, are uraft financial assurance documents related to Babcock & Wilcox's request to transfer various licenses to BWX Technologies, Inc.
and McDermott Technology, Inc. For your convenience, we are also fonvarding copies of the existing financial assurance instruments.
The enclosed booklet contains the following documents for each license:
1.
A new standby tnist in the name of the company to which The Babcock &
Wilcox Company is transferring the license.
2.
A letter to the trustee to be executed by The Babcock & Wilcox Company and the NRC cancelling the existing standby trusts.
3.
Amendments to the letters of credit simply changing the name of the account party from The Babcock & Wilcox Company to BWX Technologies, Inc. or McDermott Technology, Inc.
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9706040242 970523
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Philadelptua Washington New York Los Angeles Miami Hamsburg Pntreton London Brussels Frankfurt Tokyo
Mo Irwis Mr. Michael F. Weber 6
' tis us May 23,1997 Page 2 l
l The only change being proposed to the existing financial assurance instruments is the substitution of the names of the proposed successor companies. B&W would like to finalize these documents as soon as possible. Accordingly, your review by June 15 would be greatly appreciated. Ifyou have any questions, please feel free to call me at 202/467-7502.
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Sincerel,
W Donald J. Silverman DJS/js Enclosures s
I WA03/8130s.1 l
INDEX A.
BPM-34-03043 and SUB-125 C.
SNM-42, AMENDMENT 13 (SAPPHIRE PROJECT)
D.
SNM-2001 i
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GTANDBY TRUST AGREEMENT TRUST AGREEMENT, the Agreement entered into as of July 1,1997 by and between BWX Technologies, Inc., a Delaware corporation, herein referred to as the " Grantor", and Citibank, N.A.,120 Wall Street,13th Floor, New York, NY 10043, 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 of 1974, has promulgated regulations in Title 10, Chapter i of the Code of Federal Regulations, Part 70. These regulations, applicable to the Grantor, require that a holder of, or an applicant for a Part 70 license provide assurance that funds will be available when needed for required decommissioning activities.
WHEREAS, the Grantor has elected to use a letter of credit to provide financial assurance for the facilities identified herein; and WHEREAS, when payment is made under a letter of credit, this standby trust shall be used for the receipt of such payment; and WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Trustee to be the trustee under this Agreement and the trustee is willing to act as trustee, NOW, THEREFORE, the Grantor and the Trustee agree as follows:
Section 1.
Definitions.
As used in this Agreement:
(a)
The term " Grantor" means the NRC licensee 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.
j Section 2.
Costs of Decommissionina.
This Agreement pertains to the cost of decommissioning the materials and activities identified in Ucense Number SNM-42 and SNM-414 issued pursuant to 10 CRF Part 70 as shown in Schedule A.
Section 3.
Establishment of Fund.
The Grantor and the Trustee hereby establish a standby trust fund (the Fund) for the benefit of the NRC. The Grantor and the Trustee intend that no third party have access.
to the Fund except as provided herein.
)
Section 4.
Payments Constitutina 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 eamings 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 the NRC.
Section 5.
Payment for Reauired 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 an authorized representative of the Grantor atterting to the occurrence of the events, and in the form set forth in the attached Specimen certificate, and b.
A certificate duly executed by an authorized representative of the Grantor 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 that the NRC has been O ven 30 days prior notice of Grantor's intent to 3.
i withdraw funds from the Fund.
No withdrawal from the fund can exceed 10 percent of the outstanding balance of the Fund or 1 million dollars, whichever is greater, unless NRC approval is attached.
In the event of the Grantor's default or inability to direct decommissioning activities, the Trustee shall make payments from the Fund as the NRC shall direct, in writing, to provide for the payment of the costs of required activities covered by this Agreement. The Trustee shall reimburse the Grantor or other persons as specified by the NRC from the Fund for expenditures for required activities in such amounts as the NRC shall direct in writing, in addition, the Trustee shall refund to the Grantor such amounts as the NRC specifies in writing. Upon refund, such funds shall no longer constitute part of the Fund as defined herein.
i Section 6.
Trust Manaaement.
i The Trustee shall invest and reinvest the principal and income of the Fund and keep the Fund invested as a single fund, without distinction between principal and income, in U.S.
i Treasuries with maturities not exceeding 90 days.
Section 7.
Extress Powers of Trustee.
l Without in any way limiting the powers and discretion conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and empowered:
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(a) to sell, exchange, convey, transfer, or otherwise dispose of any property held by j
lt, by public or private sale, as necessary for prudent management of the Fund; i
l (b) to make, execute, acknowledge, and deliver any and all documents of transfer and j
conveyance and any and all other instruments that may necessary or appropriate j
to carry out the powers herein granted; 4
l (c) to register any securities held in the Fund in its own name, or in the name of a nominee, and to hold any security in bearer form or in book entry, or to combine i
f certificates of the same issue held by the Trustee in other fiduciary capacities, to i
reinvest interest payments and funds from matured and redeemed instruments, to file proper forms conceming securities held in the Fund in a timely fashion with appropriate govemment agencies, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so deposited, such j
securities may be merged and held in bulk in the name of the nominee or such j
depository with other securities deposited therein by another person, or to deposit i
or arrange for the deposit of any securities issued by the U.S. Government, or any I
agency or instrumentality thereof, with a Federal Reserve bank, but the books and l
records of the Trustee shall at all times show that all such securities are part of the Fund; and h
(d) to compromise or otherwise adjust all claims in favor of or against the Fund.
l Section 8.
Taxes and Expenses.
j 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 l
other reasonable out-of-pocket expenses incurred by the Trustee in connection with the i
administration of this Trust, including reasonable fees for legal services rendered to the l
Trustee, and the compensation of the Trustee shall be paid from the Fund.
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Section 9.
Annual Valuation.
4 After payment has been made into this standby trust fund, the Trustee shall annually, at j
least 30 days before the anniversary date of receipt of payment into the standby trust fund, fumish to the Grantor and to the NRC a statement confirming the value of the Trust.
i Any securities in the Fund shall be valued at market value as of no more than 60 days 4
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before the anniversary date of the establishment of the Fund. The failure of the Grantor to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the NRC shall constitute a conclusively binding assent by the Grantor, barring the Grantor from asserting any claim or liability against the Trustee with respect to the matters disclosed in the statement.
Section 10. Advice of Counsel.
The Trustee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder. The Trustee shall be fully protected, to the extent permitted by law, in acting on the advice of counsel.
Section 11. Trustee Compensation.
The Trustee shall be entitled to reasonable compensation for its services as agreed upon In writing from time to time with the Grantor (See Schedule C).
Section 12. Successor Trustee.
Upon 90 days notice to the NRC and the Grantor, the Trustee may resign; upon 90 days notice to the NRC and the Trustee, the Grantor may replace the Trustee; but such resignation or replacement shall not be effective until the Grantor has appointed a successor trustee and this successor accepts the appointment. The successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder.
Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor Trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustes 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, the NRC and the present Trustee by certified mall 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 8.
Section 13. Instructions to the Trustee.
All orders, request and instructions by the Grantor to 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 written orders, requests, and instructions.
If the NRC issues orders, requests, or instructions to the Trustee these shall be in writing, signed by the NRC or its designees, and the Trustee shall act and shall be fully protected in acting in accordance with such written orders, requests, and instructions. The Trustee shall have the 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 the NRC hereunder has occurred. The Trustee shall have no duty to act in the absence of such written orders, requests, and instructions from the
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Grantor and/or the NRC, except as provided for herein, i
l Section 14. Amendment of Aareement.
i This Agreement may be amended by an instrument in writing executed by the Grantor, l
the Trustee and the NRC, or by the Trustee and the NRC if the Grantor ceases to exist.
i Section 15. Irrevocability and Termination.
I Gubject to the right of the parties to amend this Agreement as provided in Section 14, this j
trust shall be irrevocable and shall continue until terminated at the written agreement of j
the Grantor, the Trustee and the NRC, or by the Trustee and the NRC if the Grantor i
ceases to exist. Upon termination of the trust, all remaining trust property, less final trust
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administration expenses, to the extent not paid directly to the Trustee, shall be delivered
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to Atlantic Richfield Company or its successor.
Section 16. Immunity and Indemnification.
l-The Trustee shall not incur personal liability of any nature in connection with any act or j
omission, that is made in good faith and does not constitute negligence or wilful misconduct by the Trustee or its directors, officers, employees or agents, in the administration of this trust, or in carrying out any directions by the Grantor or the NRC i
issued in accordance with this Agreement. The Trustee shall be indemnified and saved i
harmless from the trust fund from and against any personal liability to which the Trustee j
may be subject by reason of any act or conduct in its official capacity, including all l
expenses reasonably incurred in its defense, except for any such personal liability that j
is due to the negligence or willful misconduct of the Trustee or its directors, officers, l
employees or agents.
i Section 17.
This Agreement shall be administered, construed, and enforced according to the laws of j
the State of New York.
l Section 18. Interpretation and Severability.
As used in this Agreement, word in the singular include the plural and words in the plural j
include the singular. The descriptive headings for each section of this Agreement shall not affect the interpretation or the legal efficacy of this Agreoment. If any part of this l
Agreement is invalid, it shall not affect the remaining provisions which will remain valid i
and enforceable.
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- IN WITNESS WHEREOF the pe.rties have caused this Agreement te he enwaed by he respective officers duly authorized and the incorporate seals to be heis.inw e#;ud and i
attested as of the date first written above.
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ATTEST BWX TECHNOLOGIES, INC.
J. J. Stewart i
i litle: President i
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4 CITIBANK, N.A.
ATTEST-
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Title:
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Specimen ' Certificate of Events i
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Citibank, N.A.
i I-120 Wall St.
j 13th Floor
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New York, NY 10043 Gentlemen:
in accordance with the terms of the Agreement with you dated July 1,1997, I of BWX Technologies, Inc., hereby certify that the following events have occurred:
1.
BWX Technologies,'inc., is required to commence the decommissioning of the licensed activity relating to licenses SNM-42 and SNM-414.
2.
The plans and procedures for the commencement and conduct. of the decommissioning have been approved by the United States Nuclear Regulatory Commission, or is successor, on A copy of the approval is attached.
3.
The Board of Directors of BWX Technologies, Inc., has adopted the attached resolution authorizing the commencement of the decommissioning.
i BWX Technologies, Inc.
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J. J. Stewart
Title:
President Date:
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t SCHEDULE A U.S. NUCLEAR REGULATORY COMMISSION LICENSE NUMBER SNM-42 and SNM-414 NAME AND ADDRESS OF LICENSEE BWX Technologies, Inc.
2220 Langhorne Road P. O. Box 10548 Lynchburg, Virginia 24506-0548 ADDRESS OF LICENSED ACTIVITY Naval Nuclear Fuel Division P. O. Box 785 Lynchburgm Virginia 24505 - SNM-42 Pennsylvania Nuclear Services Operation 4
609 N. Warren Ave.
Apollo, Pennsylvania 15613 - SNM414 COST ESTIMATE FOR REGULATORY ASSURANCES DEMONSTRATED BY THIS AGREEMENT i
SNM $9,207,000 SNM-414 - $8,000,000
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i SCHEDULEB As of the execution date, July 1,1997, this Standby Trust Agreement does not require the deposit of any funds.
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SCHEDULE C l'
ESCROW ADMINISTRATION s
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Acceptance Fee:
$500.00 i
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Annual Administration:
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Annual (or portion thereof) minimum Escrow Fee
$1,000.00 Annual Administration Fee 5 per $1000 i
(Based on fair market value of assets) i 1
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1 RESOLUTION RESOLVED, by the Board of Directors of BWX Technologies, Inc. (the
" Company"), that the Company has agreed to provide financial assurance to the United States Nuclear Regulatory Commission with respect to licenses numbers SNM-42 and SNM-414.
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RESOLVED FURTHER that J. J. Stewart be hereby authorized in the name and on behalf of the Company, to take any and all actions, and to execute and deliver any and all agreements, documents and instruments, relating to the aforesaid matter, including, but not limited to the Standby Trust Agreement; each such agreement, document and instrument to be in such i
form and to contain such terms, provisions, stipulations and conditions as the said J. J. Stewart shall approve, his approval to be conclusively evidenced by his execution and delivery thereof.
.i C E R TI Fl C A.T E 1, the undersigned, Assistant Secretary of BWX Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware, do hereby certify that the above and foregoing is a true and correct copy of certain resolutions adopted by the Board of Directors of said corporation, pursuant to a consent in lieu of a meeting datd(insert dates),
and that said resolutions have not been vacated or recalled or amended and remain in full force and effect.
IN WITNESS WHEREOF, I hereunto affix my hand and the seal of said corporation on thb (insert dates).
Robert E. Stumpf Assistant Secretary 4
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Babcock & Wilcox e ~
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' a McDermott company 1450 Poydras Street l
New Orleans, Louisiana 70112 6050 i
P. O. Box 61038 -
New Orleans. Louisiana 701611038
.(504) 587 5700 April 24,1997 rax: (504) 587-6153
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Telex: 6821250 JRMAC UW Citibank', N.A.
j 120 Wall St.
New York, NY 10043 l
Attention:
Marie Ladolcetta Trust Officer I
i
Reference:
Standby Trust Agreement Dated July 24,1990 between, The Babcock &
Wilcox Company and the U. S. Nuclear Regulatory Commission Relating -
to License Numbers SNM-145; SNM-414; SNM-778; SNM-30; BPM l 03043-03; SUB-1259 and SNM-42
Dear Ms. Ladolcetta:
We hereby terminate the above referenced Trust per Section 16 of the referenced agreement.
Sincerely, THE BABCOCK & WILCOX COMPANY Daniel R. Gaubert Senior Vice President and Chief Financial Officer U.S. NUCLEAR REGULATORY COMMISSION Name:
Title:
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New York NY 10043 CITIBANCO' 1
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January 17,1996 4
BY CERTIFIED MAII.
Morgan Guaranty Trust Company ofNew York Attn: Norma Pane - 36th Floor
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60 Wall Street New York, NY 10260-0060 1
Re:
Standby Trust Agreement by and between The Babcock & Wilcox 2
Company and Morgan Guaranty Trust Company ofNew York dated as of July 24,1990 (the " Trust")
j
Dear Ms. Pane:
c Pursuant to Section 12 of the Trust, Citibank hereby accepts the appointment of successor s
Trustee under the Trust and assumes administration of the trust effective Friday, January 26,1996.
Please, deliver to my attention at the above address all records, documents and other properties or funds constituting the Trust Fund no later than F i
January 26,1996.
i Thank you.
Yours truly, i
Jef rey Zeiler j-Assistant Vice President J
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United States Nuclear Regulatory Commission (By Certified Mail)
Region 1 475 Allendale Road King of Prussia, Pennsylvania 19405-1415
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The Babcock & Wilcox Company (By Certified Mail)
Attn: Robert E. Fulton 1
1450 Poydras Street NewOrleans,LA 70112 i
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McDermott international, Inc.
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1450 Poydras Street New Orleans, Louisiana 701124050 s.
i P. O. Box 61961 New Orleans, Louisiana 701611961 i
3 (504) 587 5400 i
4 Fax: (504) 5874153 Telex: 6821250 JRMAC UW 4
Via FederalExpress l
l November 12,1996 l
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Mr. D. K. Sgarlata, Manager j
Babcock'& Wilcox Company i
Pennsylvania Nuclear Service Operations j
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- R.D.1, Box 355
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Vandergrift, Pennsylvania 15690 i
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Re:
Standby Trust Amendment dated July 29,1994 l
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Dear Don:
i Attached hereto is the original amendment dated July 24,1994 to the Stand 1
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Agreement dated July 24,1990 signed by Morgan Guaranty Trust Company.
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As discussed, we did not execute an original Standby Trust Agreement to m files. The original was transmitted to NRC on July 24,1990 per transmittal Exkert (see attached). I have also attached a clean copy of the Standby
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foryour records.
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Sincerely, DERMOTTINTE TIONAL, INC, j
g-i Josie L. Ransom, Senior Treasury Analyst 1
i Attachment (s) l,-
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AMENDMENT TO STANDBY TRUST AGREEMENT 1
DATED JULY 24,1990 WHEREAS, on July 24,1990, THE BABCOCK & WILCOX COMPANY, herein referred to as the " Grantor" and MORGAN GUARANTY TRUST COMPAN NEW YORK, the " Trustee" entered into a STANDBY TRUST AGREEMENT for the benefit of the U.S. Nuclear Regulatory Comrnission (NRC); and WHEREAS, the Guarantor has now elected to use Letters of Credit to provide i
essurance that funds will be available when needed for required d: commissioning activities; NOW THEREFORE, the Grantor and the Trustee and the NRC agree to amend 4
the STANDBY TRUST AGREEMENT, effective as of the 29th day of July,1994, cs follows:
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1)
DELETE from the STANDBY TRUST AGREEMENT the words on page 1:
" Parent Guarantee" wherever they appear and i
2)
REPLACE with the words " Letter of Credit".
j 3)
Schedule A is REPLACED in its entirety by the attached Schedule A.
IN WITNESS WHEREOF the parties have caused this Amendment to be i
cxecuted by the respective officers duly authorized and the incorporate seals to 4
ba hereto affixed and attested as of the 29 day of July,1994.
ATTEST:
THE BABCOCK & WILCOX COMPANY
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By: Brock %.' Hattox
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Senior Vice President and Chief Financial Officer NUCLEAR REGULATORY COMMISSION U
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By: M[. Tw.y Vice President LlORMA R. PANE
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--SCHEDULE A c
BACCOCK & WILCOX COMPANY 3
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LICENSEE FACILITY ADDRESS LICDiSE N CURRDIT COST
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ESTIMATE i
(000 'S )
l The Babcock & Wilcox Pennsylvania Nuclear 609 N. Warren Ave.
SNM -145 Ccunpletel 2
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Company Service Operations Apollo, PA 15613 (Apollo )
3 Pennsylvania Nuclear SNM -414 Service Operations
$2,0002 (Parks Township )
Lynchburg Service P. O. Box 11165 SNM -77 8
$5,526 i
i Operations Lynchburg, VA 24506 Laboratory Alliance Research 1562 Beacon Street SNM -30
$8963 i
Laboratory Alliance, OH 44601 BPM 03043-03 SUB -1259' Naval Nuclear Fuel P. O. Box 7.85 SNM -42
$3,306' t
Division Lynchburg,VA 24505 i
$11,728 TOTAL
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1.
Decontamination & Decommissioning work is essentially finished.
t 2.
Interim estimate.
Refer to R. V. Carlson letter to Elinor Adensam, Dated April 30, 1993.
c 3.
Deccinnissioning Plan with cost estimate has been submitted to Region Office.
Fif ty percent of current cost estimate for Research & Test Reactor Fuel Element 4.
(RTRFE ) portion. Refer to A. F. Olsen letter to J. W. N. Hickey, dated October 30, 1992 i
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a McDermott company ff f]
ggL Defense & Nucl r Power Group J.P. Eckart F/ 7 y 0 0.J W e.0.so 2 265 i
Sr. Vice President and Group Executive e DffgIr.
Lynchburg. Virginia 24506 1165 (804) 522 5475 i
3 0 1990 vu FEnzuL ExFRzss July 24, 1990 One White Flint North 11555 Rockville Pike
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i Re,ckville MD 20852 Mail Code:
11E22 Organization ID: NRR/0EA3 Mr. C. J. Haughney, Chief Fuel Cycle Safety Branch Phone:
(301) 492-3119 Division of Industrial and Medical Nuclear Safety, NMa8 U.
B. Nuclear Regulatory Commission i
Washington, D.C.
20555 Dear Mr. Haughneys j
In compliance with the Nuclear Regulatory 1
Commission's (NRC) financial assurance regulations under 10 CFR Part 30, 40, and 70 as applicable, with respect to the licenses of the Babcock & Wilcox Company (BEW),
I am attaching the following documents:
1.
Letter from the President & Chief Executive Officer.
2.
Letter from the Executive Vice President and Chief Financial Officer.
3.
Attachment I;11 sting of B&W licensees.
4.
Attachment I-A; the certification of financial assurance.
5.
Financial test,- Alternative I.
s.
Auditore s special report and reconciliation.
7.
Parent Company guarantee.
8.
Standby Trust Agreements 9.
Acknowledgenent.
B&W's only other license affected by the financial assurance regulations is the SNM license of B&W's Naval Nuclear Fuel Division (NNFD),
In separate correspondence to you dated May 23, 19 90 and July 13, 1990, the NNFDs s licensing officer, A.
E.,
Olsen, has submitted A
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i an application and other supporting documentation for an amendment to their license, to provide financial assurance.to satisfy NNFD's obligation This form of assurance is represented by a contract clause entitled 88 Decommissioning 5
Expenses" which has been included 1-in NNPD's contracts, e.g.,
Contract No.
DE-ACll-90PN j
Department of Energy's (DOE) Pittsburgh Naval Reactors 38187 with the U.
8.
- Office, and defines the means ~ by which DOE vill be responsible for NNPD's decommissioning costs.
i also provide funding assurance.for decommissioning i
Other NNFD i
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We believe the attached documentation and license i
financial assurance requirements for The Babcock &
j company.
If you require other information, please advise, i
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very truly yours,
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@,.. P. Eckert
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$h$i$r 13th Floor New Yort NY 20043 CITIBANCO' c
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January 17,1996 BY CERTIHFD MATT.
Morgan Guaranty Trust Company of New York Attn: Norma Pane - 36th Floor 60 Wall Street New York, NY 10260-0060 Re:
Standby Trust Agreement by and between The Babcock & Wilcox Company and Morgan Guaranty Trust Company of New York dated as of July 24,1990 (the " Trust")
Dear Ms. Pane:
Pursuant to Section 12 of the Trust, Citibank hereby accepts the appointment of succ Trustee under the Trust and assumes administration of the trust effective Frid January 26,1996.
Please' deliver to my attention at the above address all records, documents and other properties or funds constituting the Trust Fund no later thai January 26,1996.
Thank you.
Yours truly, Jeffrey Zeiler Assistant Vice President United States Nuclear Regulatory Commission (By Certified Mail) ec:
Region 1 475 Allendale Road King of Prussia, Pennsylvania 19405-1415 The Babcock & Wilcox Company (By Certified Mail)
Attn: Robert E. Fulton
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1450 Poydras Street New Orleans, LA 70112 4
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IFEARD 5045576062
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g Uns STANDBY TRUSY AGREEMENT TRUST AGREEMENT, the Agreement enter e ween THE and MORGAN GUARANTY TRUST COMPANY OF NEW YO e
rantor",
York 10260, the " Trustee".
ew WHEREAS, the U.S. Nuclear Regulatory Commission (NRC)
Government, pursuant to the Atomic Energy Act of 1974, has pro
, an agency of the U.S.
10, Chapter i of the Code of Federal Regulations, Part {30 40 or 70]
ons in Title license provide assuranceapplicable to the Grantor, require tha
. These regulations, that funds will be available when n
decommissioning activities.
needed for required i
WHEREAS, the Grantor has elected to use a Parent Guarantee to I
assurance for the facilities identified herein; and nancial WHEREAS, when payment is made under a Parent Guarantee this sta for the receipt of such payment; and rust sha!! be used 4
i to be the trustee under this Agreement, and the T rustee
- rustee, NOW, THEREFORE, the Grantor and the Trustee agree as follows:
Section 1. Definitions. As used in this Agreement:
(a)
The term " Grantor" means the NRC licensee who enters into this A successors or assigns of the Grantor.
end any (b)
The term " Trustee" means the trustee who enters into this Agre Trustee.
_Section 2.
Costs of Decommissionino.
This Agreement decommissioning the materials and activities identified in Schedule Apertains to the Section 3 Establishment of Fund.
trust fund (the Fund) for the benefit of the NRC. The Grantor and third party have access to the Fund except as provided herein u ee intend that no I :
_.----- ~~~~~
x: -d., Sem sen F. :ca s Section 4. Payments Constitutino the Fund. Fayments made to th property. Such property and any other property und shall referred to as the " Fund", together with all earnings and profits e
stee' are Trustee, IN TRUST as hereinafter provided. T payments 5r e e d by the undertake any resp,onsibility for the amount of, or adeq e nor shall it from the Grantor, any payments necessary to discharge any liabilities o eet by the NRC.
e rantor established Section 5.
Payment for Recuired Activities Soecified in the Plan payments from the Fund to the Grantor upon presentation to the Truste ng; a.
A certificate duty executed by the Secretary of the Grantor occurrence of the events, and in the form set forth in the attache o the Certificate, and b.
A certificate executed by the Grantor attesting to the following co (1) that decommissioning is proceeding pursuant to an NRC-(2) that the funds withdrawn will be expended for activities unde to that Plan, and (3)
Company's intent to withdraw funds from the
' - ~
No withdrawal from the fund can exceed 10p percent of the outstand or $10,000,000 do!!ars, whichever is greater.unless NRC approvalis atta p-Q d
In the event of the Grantor's default or'inabihty to direct decommissioni payment of the costs of required activities covered ng activities, the Trustee reimburse the Grantor or other persons as specified by the NRC f
. The Trustee shall expenditures for required activities in such amounts as the NRC shal or addition, the Trustee shall refund to the Grantor such amounts as t g.
In Upon refund, such funds shall no longer constitute part of the Fund as writing.
erein.
Section 6.~ Rust Manecement. The Trustee shallinvest and reinv and income, in accordance with instructions fro and income r c pal communicate in writing to the Trustee from time to time; excect th_@
or may 2
- a-m ica:Ersces m
F. w 1s n
(a)
Securities or other obligations of the Grantor, or any other facilities, or any of their aff!liates as defined in the investment e
amended (15 U.S.C. 80A.2(a)), shall not be acquired or held, un
, as or other obligations of the Federal or a State government; es (b)
The Trustee is authorizsd to invest the fund in Eligible Securities as h GNMA, FNMA, and FHLM bonds and cert er defined
, e.,
BBB or higher by Standard & Poor's or Baa or higher by Moody a ed ces.
Section 7. Exoress Powers of Trustee, Without in any way limiting the is expressly authorized and empowered: conferred upon the Tru scretion (a)
To sell, exchange, convey, transfer public or private sale, as necessary, or otherwise dispose of any property held by in Eligible Securities at the direction of the Grantor.to allow duly authodze (b)
To make, execute, acknowledge, and deliver any and all documents carry out the powers herein granted; conveyance and any and a er and (c)
To register any securities held in the Fund in the name of the Gran security in bearer form er in book entry, to reinvest interest payments any securities held in the fund in a timely fashion with app i
i to deposit or arrange for the deposit of such securities in a qugovernment age or to deposit or arrange for the deposit of any securities issued by th form, but the books and records of the Trustee s securities are part of the fund.
such (d)
To compromise or otherwise adjust all claims in favor of or against the Section 8. Taxes and Exoenses. All taxes of any kind that may be asse or in respect of the Fund and all brokerage commissions incurre e against from the Fund. All other expenses incurred by the Trustee in connection Trustee to the extent not paid directly by the Gran ministration disbursements of the Trustee shall be paid from the Fund.
arges and Trustee shall annually, at least 30 days before th e
the standby trust fund, furnish to the Grantor and to the NRC a statement co of paymentinto n rming the value 3
.g m m icx5nca
.~
... w-:
- .w w of the Trust. Any securities in the Fund shall be valued at market value as days before the anniversary date of the establishment of the Fund. The fa to object in writing to the Trustee within 90 days after the statement has be grantor and the NRC shall constitute a conclusively binding assent by the G Grantor from asserting any claim or liability against the Trustee with respe disclosed in the statement.
Section 10. Advice of Counsel The Trustee may from time to time cons' tt may be counsel to the Grantor, with respect to any question arising as to the c u
this Agreement or any action to be tal<en hereunder. The Trustee shall be the extent permitted by law, in acting on the advice of counsel.
i j
_Section 11. Trustee Compensation. The Trustes shall be entitled to reason for its services as agreed upon in writing from time to time with the Grantor.
i Section 12. Successor Trustee. Upon 90 days notice to the NRC, the Trus upon 90 days notice to NRC and the Trustee, the Grantor may replace the Trustee; resignation or replacement shall not be effective until the Grantor has appointed Trustee and this' successcr accepts the appointment. The successor Trustee sha same powers and duties as those conferred upon the Trustee hereunder. Upon the succes Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and the successor Trustee the funds and properties then constituting the Fund. If for the Grantor cannot or does not act in.the event of the resignation of the Trustee the Tr may apply to a court of competent jurisdiction for the appointment of a successor Trustee for instructions.
The successor Trustee shall specify the date on which it assumes administration of the trust in a writing sent to the Grantor, the NRC, and the present by certified mail 10 days before such change becomes effective. Any expen the Trustee as a result of any of the acts contemplated by this section shall be pa provided in Section 8.
Section 13. tnstructions to the Trustee. All orders, requests, and instructions by the to the Trustee shall be in writing, signed by such persons as are signatories to this or such other designees as the Grantor may designate in writing. The Trustee shal protected in acting withcut inquiry in accordance with the Grantor's orders, requests, a instructions. If the NRC issues orders, requests, or instructions to the Trustee, these in writing, signed by the NRC or their designees, and the Trustee shall act a protected in acting in accordance with such orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that nj constituting a change or a termination of the authority of any person to act on behalf of t Grantor or the NRC hereunder has occurred. The Trustee shall have no duty to act in tne absence of such orders, requests, and instruction from the Grantor and/or the NR provided for herein.
4
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w..;..-a N:c ac g McA3uFr Sa c574cs:
F. 1 15
.Section 14. Amendment of Aoreement.
in writing executed by the Grantor, the Trustee and the NRC o or State Agency, if the Grantor ceases to exist.
e Trustee and the NRC 2
Agreement as provided in Section 14, this trust s o amend this terminated at the written agreement of the Grantor, the Trustee and th
~
termination of the trust, all remaining trust proper e
Upon shall be delivered to the Grantor or its successor.
n stration expenses, j
Section 16. Immunity and Indemnification. The Trustee shall not i
nature in connection with any act or omission, rnade in good f y of any trust, or in carrying out any directions by the Grantor or the NRC issued is 4
Agreement. The Trustee shall be indemnified and saved harmless by t n accordance with this trust fund, or both, from and against any personal liability to which th r or from the reasonably incurred in its defense in the event e Trustee may be es e ense.
Section 17. This Agreement shall be administered, construed, and i
laws of the State of New York.
ng to the Section 18. Jntercretation and Severability., As used in this Agreem include the plural and words in the plurat inc!ude the singular. Th n
e singular each section of this Agreement shall not affect the interpretat a ngs for
{
Agreement. If any part of this agreement is invalid, it shall not affect th which will remain valid and enforceable.
e rernaining provisions 1
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IN WITNESS WHEREOF the parties have caused this Agreement to be respective officers duly authorized and the incorporate seals to executed by the as of the date first written above.
se ATTEST:
THE BABCOCK & WILCOX COMPANY fl K6 U Q g, m m y s 29.
^J W Asar, sc c
- By:
J n A. Lyno Ti :
ecutive sce President and Chi inancial Officer ATTEST:
MORGAN GUARANTY TRUST OF NEW YOR h7Gc2 5 5 L%cd r
a fhfl'l J...'
umm. r. um ey. ;
(Title] A 55 3 /4 o./
Vice Preeidfn't Jecec/te cy
Title:
(Seal]
JAti 10 '96 01:2;Pt1 MCDEFt10TT TREASURY 5045676062 A
P.15'16
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ACKNOWLEDGEMENT
+
STATE OF NEW YORK CITY OF NEW YORK 4
On this 19th day of July, before 2,e, a notary public in and for the City and State aforesaid, personally appeared Marlene Fahey and she did depose and say that she is a Vice President of Morgan Guaranty Trust Company of New York, a New York State banking association, Trustee, which executed the above instrument, that she knows the seal of said association; that the seal affixed to such instrument is such ' corporate seal; that it was so affixed by order of the association; and that she signed her name thereto by like order.
t Ah IMuTME
=
[ Signature of notary public]
EIMoffE G. VIN,0COUR NOTARY PUBUC. State of New, York My Commission Expires:
No. 3I4938491 vueunsw in iw a vs 6w..ir Certificate Filed in New York County Commission Expires November 7,1990
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SCHEDULE A STANDBY TRUST E
BABCOCK & WILCOX INVESTMENT COMPANY
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CERTIFIED CURRENT COST -
6;;
LICENSEE FACILITY ADDRESS LICENSE NUMBER '
. AMOUNT ESTIMATE
'6 ;
. (000*S)
(000*S) 3' 3
The Babcock & Wilcox Pennsylvania Nuclear 609 N. Warren Ave.
$ 750 gl Co.
Service Operations Apollo, PA 15613
?j '
(Apolfo)
Pennsylvania Nucle:s.
609 N. Warren Ave.
$ 750
-1 Service Operations Apollo,PA 15613 A
(Parks Township) dj h<
Naval Nuclear Fuel P. O. Box 11165 SNM-778
$ 750 Olvision Research Lynchburg, VA 24506 8,
Laboratory e
09 Alliance Research 1562 Beacon Street SNM-30
$ 65SI h[
Laboratory Alliance. OH 44601 BPM-34-03043-03 o-SUS 1259 j!
t
- 1. The Alliance Research Laboratory is subrnilting the specified Decommissioning Funding Plan
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FEDERAL EXPRESS TRANSMITTAL KEY VALUE-DATE:
NOVEMBER 12,1996 TO:
Mall ROOM I
FROM:
JOSIE L. RANSOM TREASURY-25 EXT,6063 P
PLEASE FORWARD VIA FEDERAL EXPRESS AS FOLLOWS:
NAME:
MR. D. SGARLATA COMPANY:
BABCOCK & WILCOX COMPANY ADDRESS:.
PENNSYLVANIA NUCLEAR SERVICE OPERATIONS R.D.1, BOX 355 VANDERGRIFT, PENNSYLVANIA 1
COST CENTER:
730 I
l THANK YOU
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Scotiabcnk The Bank of Nova Scotia Atlante Agency Suite 2700 600 Peachtree St.. N.E.
Atlanta. Georgia 30308 (404) 877-1500 Fax: (404) ses.egge
).S. Nuclear Regulatory Commission t-hington, DC 20555 ber Sir or Madam:
In accordance with instructions received from our client, we hereby amend our
- tt:r of Credit No. L152573 established in your favor as follows:
The first paragraph of Letter of Credit now reads: "We hereby establish our
'r vocable Standby Letter of Credit No. L 152573 in your favor, at the request and for the
- ccount of BWX Technologies, Inc. ("BWX"),1450 Poydras Street, New Orleans, LA.",
tiend of as previously advised.
All references to B&W should read BWX.
All other terms and conditions remain unchanged.
Yours very truly, Authorized Signature tatsulhS7D415.ftr 3
4 3/90*d CGISL8GPOGI 01 8668 888 POP 710 DN! DNO80110DS Bd ##:CI LS.C2 Bd6
Scotiabank e
l The Bank of Nova Scotia 1
Atlanta Agency Suite 2700 600 Peachtree Sts N.E.
Atlants. Georgia 30308 (404) 877 1500 Fax:(404) 888 8998 IRREVOCABLE STANDBY LETTER OF CREDIT NO. L152573 d
i This Credit expires August 15,1995 I
l issued To:
U.S. Nuclear Regulatory Commission Washington, D.C. 20555
Dear Sir or Madam:
i We hereby establish our irrevocable Standby Letter of Credit No. L152573 in your' the request and for the account of The Babcock & Wilcox Company ("B&W"),14 Street, New Orleans, LA 70125, up to the aggregate amount of Three Million Three Hun Six Thousand United States Dollars (U.S. Dollars 3,306,000) available upon presenta i
(1) your sight draft, bearing reference to this Letter of Credit No.
i 152573,and (2) your signed statement reading as follows: "I certify that the amount of the draft
- payable pursuant to regulations issued under authority of the U~S' N I
Regulatory Commission relating to B&W's Ucense No. SNM-42.
I This letter of credit is issued in accordance with regulations issued under the author!
U.S. Nuclear Regulatory Commission (NRC), an agency of the U.S. Government, purs to,the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 197 Tns NRC has. promulgated regulations ~in Title 10, Chapter 1 of the Code of Federal R::gulations, Part (30, 40, or 70), which require that a holder of, or an applicant for,'a licen issued under 10 CFR Parts (30, 40, or 70) provide assurance that funds will be available when needed for decommissioning.
This letter of credit is effective as of July 29,1994 and shall expire on August 15,1995, bu cuch expiration date shall be automatically extended for a period of one (1) year on Au
'15,1995, and on each successive expiration date, unless, at least 90 days before the current expiration date, we notify _ both you and B&W;-as showgon the signed return receipts. Ii B&W is unable to secure alternative financial assuran~ce to replace this letter of credit within 30 days of notification of cancellation, the NRC may draw upon the full value of this letter of i
credit prior to cancellation. The bank shall give immediate notice to the applicant and the j
'NRC" of any notice received or action filed alleging (1) the insolvency or bankruptcy of the financial institution, or (2) any violations of regulatory requirements that could result in suspension or revocation of the bank's charter or license to do business. The financial institution also shall give immediate notice if the bank, for any reason, becomes unable to i
i
fulfillits obligation under the letter of credit.
4 l
1 Whenever this letter of credit is drawn on under and in compliance with the terms of this letter of credit, we shall duly honor such draft upon its presentation to us within 30 days, and we shall deposit the amount of the draft directly into the standby trust fund of B&W in accordance with your instructions.
Each draft must bear on its face the clause: " Drawn under Letter of Credit No.152573, dated j
4
- July 29,1994, and the total of this draft and all other drafts previously drawn under this letter of credit does not exceed U.S. dollars 3,306,000 (U.S. Dollars Three Mil! ion Three Hundred Six Thousand)."
l d
d k$
OADOJN$
f F. C. H. Ashby A. S. Norsworthy Q
I Senior Manager - Loan Operations Assistant Agent July 19,1994 July 19,1994 l
This credit is subject to the Uniform Customs and Practice for Documentary Credits,1993 Revision, international Chamber of Commerce Publication No. 500.
i i
i l
M
-6 um Scotiabank The Bank of Nova Scotia Atlanta Agency Suite 2700 600 Peachtree St.. N.E.
l Atlanta. Georgia 30308 (4C4) 877-1500 Fax: (404) 888-8998 April 17,1995 i
BENEFICIARY U.S. Nuclear Regulatory Commission Washington, D.C. 20555 APPUCANT
~ The Babcock & Wilcox Company 1450 Poydras Street New Orleans,70112
Dear Sir or Madam:
RE: Letter of Credit No.L152573 dated July 29,1994 for $3,306,000.00 Th3 above mentioned credit has been amended as follows:
1.
All references to the L'etter of Credit Number in paragraph 1 and 5 are to read L152573.
~ E.
In line 4 of the third paragraph following "we notify both you and B&W" and immediateb/ proceeding 'as shown on the signed retum receipts" we have inserted "by certified mail". It now reads "we notify both you and B&W by certified mail, as shown on the signed return receipts.-
e All other terms and conditions remain unchanged.
4 97; pvW G.%dcaaQ C.H. Bushey A.S. Norsworthy Team Leader
. Sr. Team Leader DEUiGBTA SR.tmNOPERAT10N50FRCER i
Scotiabank The Bank of Nova Scotle Atlanta Agency Sulte 2700 600 Peachtree St., N.E.
DRAFT Atlanta, Georgia 3030s (404) 677-1500 Fax: (404) 866-8998 l S. Nuclear Regulatory Commission tshingtc n, DC 20555 le:r Sir cr Madam:
In accordance with instructions received from our client, we hereby amend our
- tt
- r of Credit No. L152572 established in your favor as follows:
The first paragraph of Letter of Credit now reads: "We hereby establish our revocable Standby Letter of Credit No. L152572 in your favor, at the request and for the ccount of BWX Technologies, Inc. ("BWX"),1450 Poydras Street, New Orleans, LA.",
kt:cd of as previously advised.
All references to B&W should read BWX. All references to " license SNM-778" hould re d " license SNM-42".
All other terms and conditions remain unchanged.
Yours very truly, Authorized Signature e.e e.smu.n4 O/GO*d CG18L8SPOG1 01 8668 889 POP 11 0 DNI DNUE0110DS Md ##2C1 LS.C2 Bdd
Scstiabank The Bank of Nova Scotia Atlanta Agency Suite 2700 600 Peachtree St.. N.E.
Atlanta, Georgia 30308 (404) 877 1500 Fax: (404) 888 8998 IRREVOCABLE STANDBY LETTER OF CREDIT NO. L152572 This Credit expires August 15,1995 issued To:
U.S. Nuclear Regulatory Commission Washington, D.C. 20555
Dear Sir or Madam:
We hereby establish our Irrevocable Standby Letter of Credit No.1152572 in your fa the request and for the account of The Babcock & Wilcox Company ("B&W"),1450 Street, New Orleans, LA 70125, up to the aggregate amount of Five Million Five Hundre Twenty Six Thousand U.S. Dollars (U.S. dollars'5,526,000) available upon presentation o (1) your sight draft, bearing reference to this Letter of Credit NoL 152572,and (2) your signed statement reading as follows: "I certify that the amount of the draft is payable pursuant to regulations issued under authority of the U.S. Nuclear Regulatory Commission relating to B&W's License No. SNM778.
This letter of credit is issued in accordance with regulations issued under the autho U.S. Nuclear Regulatory Commission (NRC), an agency of the U.S. Government, p to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974 The NRC has promulgated regulations in Title 10, Chapter 1 of the Code of Federal Regulations, Part (30, 40, or 70), which require that a holder of, or an applicant for, a licen issued under 10 CFR Parts (30, 40, or 70) provide assurance that funds will be available wh:n needed for decommissioning, Y g /,4t/ M //
This letter of credit is effective as of July 29,1994 p/nd shall expire on August 15,1 such expiration date shall be automatically exten.d for a period of one (1) year on Aug 15,1995, and on each successive expiration dat, unless, at least 90 days before the current expiration date, we notify both you and B&W, as shown on the signed return receipts. If B&W is unable to secure alternative financial assurance to replace this letter of credit within 30 days of notification of cancellation, the NRC may draw upon the full value of this letter of credit prior to cancellation. The bank shall give immediate notice to the applicant and the "NRC" of any notice received or action filed alleging (1) the insolvency or bankruptcy of t financial institution, or (2) any violations of regulatory requirements that could result in suspension or revocation of the bank's charter or license to do business.
The financial institution also shall give immediate notice if the bank, for any reason, becomes unable to
i.
fulfill its obligation under the letter of credit.
i Wh never this letter of credit is drawn on under and in compliance with the terms of this letter
. of credit, we shall duly honor such draft upon its presentation to us within 30 days, and we shall deposit the amount of the draft directly into the standby trust fund of B&W in l
accordance with your instructions.
Each draft must bear on its face the clause: " Drawn under Letter of Credit No.2 152572, dated i
July 29,1994, and the totcl of this draft and all other drafts previously drawn under this letter of credit does not exceed U.S. dollars 5,526,000 (Five Million Five Hundred Twenty Six j
Thousand and 00/100 United States Dollars)."
i i
4 P
1 hlk DQ950.6.0cm d F. C. H. Ashby -
/
A. S. Norsworthy Senior Manager - Loan Operationsh Assistant Agent l
July 19,1994 July 19,1994 l
This credit is subject to the Uniform Customs and Practice for Documentary Credits,1993 Revision, International Chamber of Commerce Publication No. 500.
Q'm.
)
Scotiabank The Bank of Nova Scotle Atlanta Agency Suite 2700 600 Peachtree St.. N.E.
Atlanta. Georgia 30308 (404) 877 1500 Fax: (404) 888-8998 April 17,1995 1
i l
BENEFICIARY U.S. Nuclear Regulatory Commission Washington, D.C. 20555 APPLICANT The Babcock & Wilcox Company 1450 Poydras Street
)
New Orleans,70112
Dear Sir or Madam:
RE: Letter of Credit No.L152572 dated July 29,1994 for $5,526,000.00 W above mentioned credit has been amended as follows:
1.
All references to the Letter of Credit Number in paragraph 1 and 5 are to read L152572.
2.
In line 4 of the third paragraph following "we notify both you and B&W" and immediately proceeding "as shown on the signed return receipts" we have inserted "by certified mail". It now reads "we notify both you and B&W by certified mail, as shown on the signed retu n receipts.
All other terms and conditions remain unchanged.
I a rts Pfur Q-iT l
C.H. Bus ey A.S. Norsworthy Team Leader Sr. Team Leader DE LEGISTA SR.LOANOPERADONSOFRCER
- m.
Scotiabank The Bank of Nova Scotia Atlants Agency Suite 2700 600 Peachtree St., N.E.
Atlanta, Georgia 30308 (404) 877-1500 Fax: (404) 888 8998 l.S. Nuclear Regulatory Commission tshington, DC 20555 lear Sir cr Madam:
in accordance with instructions received from our client, we hereby amend our
- .tt:r of Credit No. L152574 established in your favor as follows:
The first paragraph of Letter of Credit now reads: "We hereby establish our
'r; vocable Standby Letter of Credit No. L152574 in your favor, at the request and for the tocount of BWX Technologies, Inc. ("BWX"),1450 Poydras Street, New Orleans, LA.",
1st::ad of as previously advised.
All references to B&W should read BWX.
J All other terrns and conditions remain unchanged.
Yours very truly, 1
k Authorized Signature waro418.u l
O/CO*d CG18L8SPOSI 01 8668 888 POP 110 DN! DNd801100S dd EP: Cl LS.C2 ddb
wm
'&E d
Scotiobank The Ban 4 of Nova Scotia Atlanta Agency Suite 2700 600 Peachtree St. N.E.
Atlanta, Georgia 30300 (404) 877-1500 Fax: (404) 888-6990 i
April 17,1995 l
5 i
BENEFICIARY U.S. Nuclear Regulatory Commission Washington, D.C. 20555 4
APPLICANT The Babcock & Wilcox Company 1450 Poydras Street 1
New Orleans,70112 s
Dear Sir or Madam:
RE: Letter of Credit No.L152574 dated July 29,1994 for $2,000,000.00 Th3 above mentioned credit has been amended as fo!!ows:
1.
All references to the Cetter of Credit Number in paragraph 1 and 5 are to read 1
L152574.
1 i
2.
In line 4 of the third paragraph following 'We notify both you and B&W" and
~
immediately proceeding "as shown on the signed return receipts" we have inserted i
"by certified mail". It now reads "we notify both you and B&W by certified mail, as shown on the signed return receipts.
All oth r terms and conditions remain unchanged.
L e93 i
\\
/
V{RC0.5.hogu) p C.H. Bushey A.S. Norsworthy Team Leader Sr. Team Leader D.E. LEGISTA SR.LOANOPERATIONSOFRCER i
n wmMea.emsom44Aff i
a
Scotiabank i
The Bank of Nova Scotia Atlanta Agency Suite 2700 600 Peachtree St.. N.E.
Atlanta, Georgia 30308 (404) 877-1500 Fax: (404) 888 8998 1
IRREVOCABLE STANDBY LETTER OF CREDIT NO. L152574 j
This Credit expires August 15,1995 e
Issued To:
U.S. Nuclear Regulatory Commission Washington, D.C. 20555
Dear Sir or Madam:
I We hereby establish our Irrevocable Standby Letter of Credit No. L152574 in your favo i
the request and for the account of The Babcock & Wilcox Company ("B&W"),1450 Po Street, New Orleans, LA 70125, up to the aggregate amount of Two Million U.S. Dolla dollars 2,000,000) available upon presentation of:
(1) your sight draft, bearing reference to this Letter of Credit No. 152574,and (2) your signed statemen' t reading as follows: "I certify that the amount of the draft is payable pursuant to regulations issued under authority of the U.S. Nuclear Regulatory Commission relating to B&W's License No. SNM-414.
This letter of credit is issued in accordance with regulations issued under the authority of U.S. Nuclear Regulatory Commission (NRC), an agency of the U.S. Government, pursuant to the Atoniic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974.
Th3 NRC has promulgated regulations in Title 10, Chapter i of the Code of Federal Regulations, Part (30,40, or 70), which require that a holder of, or an applicant for, a license issued under 10 CFR Parts (30,40, or 70) provide assurance that funds will be available when needed for decommissioning, yfye This letter of credit is effective as of July 29,1994 and shall expire on August 15,1995, but such expiration date shall be automatically extepded for a period of one (1) year on Augus 15,1995, and on each successive expiration da e, unless, at least 90 days before the current expiration date, we notify both you and B&W,)as shown on the signed B&W is unable to secure alternative financial assurance to replace this letter of credit within 30 days of notification of cancellation, the NRC may draw upon the full value of this letter of crcdit prior to cancellation. The bank shall give immediate notice to the applicant and the "NRC" of any notice received or action filed alleging (1) the insolvency or bankruptcy of the financial institution, or (2) any violations of regulatory requirements that could result in suspension or revocation of the bank's charter or license to do business. The financial institution also shall give immediate notice if the bank, for any reason, becomes unable to
_ -. _. _ _ _ _. _ _. _ - _. _ _ _. _ _ _ _ _ _ _ _. _. _ _. _ _ -. _ _.. _ _. _ _ _. - _... ~
4
. fulfill its obligation under the letter of credit.
}
~
Whenever this letter of credit is drawn on under and in compliance with the terms of this letter of credit, we shall duly honor such draft upon its presentation to us within 30 days, and we shall deposit'the amount of the draft directly into the standby trust fund of B&W in r
I accordance with your instructions.
Each draft must bear on its face the clause: " Drawn under Letter of Credit No July 29,1994, and the total of this draft and all other drafts previously drawn under this letter of credit does not exceed U.S. dollars 2,000,000 (Two Million and 00/100 United States L.
i Atib
,U W unsC sH %uet j
F. C. H.
sHby A. S. Norsworthy
(.)
4 -
Senior Manager - Loan Operations Assistant Agent j
July 19,1994 July 19,1994
)
4 -
I
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f Revision, international Chamber of Commerce Publication No. 500.
n l
i
nrn-le ai, la;oc rne Jr nunur.n sAs - 1125 io ride.,os t ococ r.ea Marras conmmty Tram a carpeny erNew York
.JPMorg.an
_. r voJr.Marsanservices.In C
."P.o: Box wit
- n. NewskDE'19ML9sS7 April 16,1997 W 1TndeS W Our Croit No. S-868003 PEcctive: July 1,1997
+ %
U.S.' Nor. lear Regulatory Commiman Washington,DC 20555
' ' ~
Dear Sir or1 Madam.
In accordance with instructions roccived from our client, we hereby amend our Ixtter of Credit
' No. 5 8t 8003 cstn%:had in your favor as follows:
l 4
The first patzgraph of Letter of Czecht now reads: "We hereby establish our Irrevocable Standby 14tter of Credrt No. 5-868003 in your favor, at the request and for the account of BWX Technologies, Inc. ("BWX"),1450 Poydras Street, New Orleans, LA.", lastead of as previmisly advised.
All references to B&W should read BWX.
All other terms and conditions rernain x t=n e.r d.-
Yours very truly, Authorized Signature.
w ar m %
(302) 634-1851 a.
4.
4'bWM
. r.,
E 6 suorMiary of J'. Morgenr0 Co. -
mpermed me.,
- 2.
DEC & 6 14:47 FRon y ncRc;W SVCS - IT55 TO 915045876062 P.01
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JPMorgan
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IRREVOCABLE STANDBY LETTER OF CREDIT NO. S 868003 i
f his Credit expires August 15,1997 i
l Issued to:
U.S. Nuclear Re6ulstory r=mi== ion
{
Wasidngton, DC 20555 j
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Dear Sir or Madam:
i i
j We hereby establish our Irrevocalde San 6y Lauer of Credit No. S-868003 in your favor, at the request i
i and forthe account ofDs Babcock & Wilcom <==peny ("B&W"),1450 Poydras Street, New Orleans, LA r
l 70125, up so the aggregate amount of Six Million U.S. Dollars (U.S. Dollars 6,000,000) available upon Procentadon of l
(1) your sight draft, bosnas refusence to this Leser of Credit No. S 868003 and I
I Q) your signed statement readmg as follows: "I certify that the amount of the draft is payable pursuant to agulanons Land under autherhy of the U.S.Noelser Regulatory rwa w
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relating to B&W's License No. SNM 414."
i This leasr of aredit is issued in anoonienee with regulations usued under tbs authority of the U.S. Nuclear l
Reguistory r==i==k (NRC), a agency of the U.S. Govenunset, pursuant to tbs Atende Energy Act of j
1954, a amended, and the Energy Raorgsmanos Act of 1974. The NRC has promnigued regulanens in -
' 11 tie 10, Chapser 1 of the Code of Federal Regulations, Part (30,40, or 70), which require that a bolder of, or an applicant for, a license issued under 10 CFR Parts (30, do, or 70) provide assurance that flads will be available when needed for d==='ai==viabs his letter of Czecht is effsedvs inunaWy ad shall expne on August 15,1997, but such expiranon dose shallbe
"-ny extended for a penod of one (1) year on August 15,1997, and on each successive expiraden date, unissa, at least 90 days before the current expiraban dets, we nonfy both you and B&W by certifled mail, as shown on tbs stened remrn receipts, that we eiset not to renew this csedit for my addinianal period. IfB&W is unabis to secure alternative Ananeent assumace to replace tids leasr of credit wastda 30 days of notificanon of a=ar=ll=*uwi, the NRC may draw upon the ibil value of this letter of credst prior to cancellanon. The bank abau give inanedans naties to the applicant and the "NRC" of any nonce reesived or accion filed alleging (1) tbs insolvency or bankruptcy of the financial inan**iaa or (2) any violations of regulatory roquaements that could result in==p===laa or revocation of the bank's charter of licanas to do busmess. Tbs financial laiemman also shall give inuneduas sobee if the bank, for any reason, becomes unable to fulf!H its obligation under the letter of credit.
Whenever this leser of credit is drawn on under and in counphance with the tenas of this letter of credit, we shall duly honor such draft upon its pr====rian to as wilida 30 days, and we sbau deposit the amount of the draft directly inao the standby trust fbad or B&W in accordance with your insmactions. Each draft must bear on its face the clause " Drawn under Letter of Creds No. 4868003 dated December 18,1996, and the total of this draft and all other drafts pnMously drawn under this leser of credit does not exceed U.S.
Dollars 6,000,000.00 (Six Million and 00/100 United States Dollars)."
This cssdit is subject to the Uniform Customs and Prescos for Documentury Credits,1993 Revision, Internanonal Chamber of Commerce Publication No. 500.
L sessimary.t J.Mesmo a ca.
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IRREVOCABLE STANDBY LETTER OF CREDIT NO. S-868003 i
Page 2 i
A Drafts and hwanan presented by mail should be mailed to Morgan Guansty Trust Company of New York, clo J.P. Morgan Semees Inc., P.O. Box 6071 Newark, Dr.laware,19714-9857, Attencon: Letter of Credit Services. Couner or physual dehvenes should as adshused to Morgan Guaranty Trust Company of 3
New York, c/o J.P. Morgan Services. Inc,500 Stenton Chrisbana Road, Newark, Delswere,19713-2107, 1
Anemian Lener of Credit Services. Akhough we prefer physical pre be made to our Newark, j
Delsware locanon, our 15 Broad Street, New York, New York, 20015 locanon is also available for your i
i physscal presentations. Shoald you use our 15 Broad Street address forphysica! &=. letters of j
credsr/doeurnents must be directed to. Tellers Department, Ground Floor,15 Broad Street, Attention: Leuer i
of Condit Semces, i
i 1-Yours very truly, I
Authoriand Signesure i
LeserofCondit Services 0 02) 634 1830 1
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l TOTAL P.02
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STANDBY TRUST AGREEMENT i
l 1
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TRUST AGREEMENT, the Agreement entered into as of July 1,1997 by and between McDermott Technology, Inc., a Delaware corporation, herein referred to as the " Grantor",
l and Citibank, N.A.,120 Wall Street,13th Floor, New York, NY 10043, 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 j
Reorganization Act of 1974, has promulgated regulations in Title 10, Chapter I of the l
Code of Federal Regulations, Part 70. These regulations, applicable to the Grantor, j.
require that a holder of, or an applicant for a Part 70 license provide assurance that funds
{
will be available when needed for required decommissioning activities.
i i
WHEREAS, the Grantor has elected to use a letter of credit to provide financial t
I assurance for the facilities identified herein; and j
WHEREAS, when payment is made under a letter of credit, this standby trust shall be j
used for the receipt of such payment; and WHEREAS, the Grantor, acting through its duly authorized officers, has selected the j
Trustee to be the trustee under this Agreement and the trustee is willing to act as trustee, a
j NOW, THEREFORE, the Grantor and the Trustee agree as follows:
l l
Section 1.
Definitions.
As used in this Agreement:
l
)
(a)
The term " Grantor" means the NRC licensee who enters into this Agreement and j
any successors or assigns of the Grantor.
(B)
The term " Trustee" means the trustee who enters into this Agreement and any successor Trustee.
j Section 2.
Costs of Decommissionina.
I This Agreement pertains to the cost of decommissioning the materials and activities i
identified in License Number BPM-34-03043 and SUB-1259 issued pursuant to 10 CRF i
Part 70 as shown in Schedule A.
i Section 3.
Establishment of Fund.
4 The Grantor and the Trustee hereby establish a standby trust fund (the Fund) for the benefit of the NRC. The Grantor and the Trustee intend that no third party have access to the Fund except as provided herein.
I, l
i 2
Section 4.
Payments Constitutina 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
+
j the property, which is acceptable to the Trustee, described in Schedule B attached l
hereto. Such property and any other property subsequently transferred to the Trustee are referred to as the " Fund", together with all eamings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement. The Fund l
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 f
the Fund, nor any duty to collect from the Grantor any payments necessary to discharge any liabilities of the Grantor established by the NRC.
s i
l Section 5.
Payment for Recuired Activities Specified in the Plan.
}
The Trustee shall make payments from the Fund to the Grantor upon presentation to the i
Trustee of the following.
i
)
i a.
A certificate duly executed by an authorized representative of the Grantor attesting to the occurrence of the events, and in the form set forth in the attached Specimen l
certificate, and i
I i
b.
A certificate duly executed by an authorized representative of the Grantor attesting to the following conditions:
1.
that decommissioning is proceeding pursuant to an NRC approved plan, i
l 2.
that the funds withdrawn will be expended for activities undertaken j
pursuant to that Plan, and 3.
that the NRC has been given 30 days prior notice of Grantor's intent to withdraw funds from the Fund.
I j
No withdrawal from the fund can exceed 10 percent of the outstanding balance of the Fund or 1 million dollars, whichever is greater, unless NRC approval is cttached.
in the event of the Grantor's default or inability to direct decommissioning activities, the j
Trustee shall make payments from the Fund as the NRC sha!! direct, in writing, to provide for the payment of the costs of required activities covered by this Agreement. The Trustee shall reimburse the Grantor or other persons as specified by the NRC from the Fund for expenditures for required activities in such amounts as the NRC shall direct in writing. In addition, the Trustee shall refund to the Grantor such amounts as the NRC specifies in writing. Upon refund, such funds shall no longer constitute part of the Fund as defined herein.
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Section 6.
Trust Manaaement.
l The Trustee shall invest and reinvest the principal and income of the Fund and keep the Fund invested as a single fund, without distinction between principal and income, in U.S.
Treasuries with maturities not exceeding 90 days.
Section 7.
Express Powers of Trustee.
Without in any way limiting the powers and discretion conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and I
empowered:
4 (a) to sell, exchange, convey, transfer, or otherwise dispose of any property held by It, by public or private sale, as necessary for prudent management of the Fund; s
j (b) to make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may necessary or appropriate to carry out the powers herein granted; (c) to register any securities held in the Fund in its own name, or in the name of a j
nominee, and to hold any security in bearer form or in book entry, or to combine i
certificates of the same issue held by the Trustee in other fiduciary capacities, to i
reinvest interest payments and funds from matured and redeemed instruments, to i
file proper forms conceming securities held in the Fund in a timely fashion with appropriate govemment agencies, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so deposited, such l
securities may be merged and held in bulk in the name of the nominee or such depository with other securities deposited therein by another person, or to deposit j
or arrange for the deposit of any securities issued by the U.S. Government, or any l
agency or instrumentality thereof, with a Federal Reserve bank, but the books and l
records of the Trustee shall at all times show that all such securities are part of the l
Fund; and l
(d) to compromise or otherwise adjust all claims in favor of or against the Fund.
Section 8.
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 i
other reasonable out-of-pocket expenses incurred by the Trustee in connection with the j
administration of this Trust, including reasonable fees for legal services rendered to the j
Trustee, and the compensation of the Trustee shall be paid from the Fund.
1 I
Section 9.
Annual Valuation.
j After payment has been made into this standby trust fund, the Trustee shall annually, at j
least 30 days before the anniversary date of receipt of payment into the standby trust
4 fund, fumish 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 60 days before the anniversary date of the establishment of the Fund. The failure of the Grantor to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the NRC shall constitute a conclusively binding assent by the Grantor, barring the Grantor from asserting any claim or liability against the Trustee with respect to the matters disclosed in the statement.
Section 10. Advice of Counsel.
The Trustee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder. The Trustee shall be fully protected, to the extent permitted by law, in acting on the advice of counsel.
Section 11. Trustee Compensation.
The Trustee shall be entitled to reasonable compensation for its services as agreed upon in writing from time to time with the Grantor (See Schedule C).
Section 12. Successor Trustee.
Upon 90 days notice to the NRC and the Grantor, the Trustee may resign; upon 90 days notice to the NRC and the Trustee, the Grantor may replace the Trustee; but such resignation or replacement shall not be effective until the Grantor has appointed a successor trustee and this successor accepts the appointment. The successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder.
Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor Trustee the funds and properties then constituting the Fund, if for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may 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, the NRC and the present Trustee by certified mall 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 8.
Section 13. Instructions to the Trustee.
All orders, request and instructions by the Grantor to 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 written orders, requests, and instructions.
If the NRC issues orders, requests, or instructions to the Trustee these shall be in writing, signed by the NRC or its designees, and the Trustee shall act and shall be fully protected in acting in accordance with such written orders, requests, and instructions. The Trustee shall have the 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
i 5
l behalf of the Grantor or the NRC hereunder has occurred. The Trustee chni have no duty _to act in the absence of such written orders, requests, and instructions from the Grantor and/or the NRC, except as provided for herein.
Section 14. Amendment of Aoreement.
l' This Agreement may be amended by an instrument in writing executed by the Grantor, the Trustee and the NRC, or by the T rustee and the NRC if the Grantor ceases to exist.
4 Section 15. Irrevocability and Termination.
Subject to the right of the parties to amend this Agreement as provided in Section 14, this trust shall be irrevocable and shall continue until terminated at the written agreement of j
the Grantor, the Trustee and the NRC, or by the Trustee and the NRC if the Grantor ceases to exist. Upon termination of the trust, all remaining trust property, less final trust
)
administration expenses, to the extent not paid directly to the Trustee, shall be delivered J
to Atlantic Richfield Company or its successor.
Section 16. Immunity and Indemnification.
The Trustee shall not incur personal liability of any nature in connection with any act or omission, that is made in good faith and does not constitute negligence _or wilful misconduct by the Trustee or its directors, officers, employees or agents, in the administration of this trust, or in carrying out any directions by the Grantor or the NRC issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless from the trust fund from and against any personal liability to which the Trustee may be subject by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in_lts defense, except for any such personal liability that is due to the negligence or willful misconduct of the Trustee or its directors, officers, employees o, agents.
Section 17.
This Agreement shall be administered, construed, and enforced according to the laws of the State of New York.
Section 18. Interpretation and Severability.
As used in this Agreement, word in the singular include the plura! and words in the plural include the singular. The descriptive headings for each section of this Agreement shall not affect the interpretation or the legal efficacy of this Agreement. If any part of this Agreement is invalid, it shall not affect the remaining provisions which will remain valid and enforceable.
r 6
i IN WITNESS WHEREOF the parties have caused this Agreement to be executed by he respective officers duly authorized and the incorporate seals to be hereunto affixed and attested as of the date first written above.
4
~
ATTEST MCDERMOTT TECHNOLO
, INC.
i E. A. Womack
Title:
President i:
Seal CITIBANK, N.A.
ATTEST
Title:
J Seal:
6 IN WITNESS WHEREOF the parties have caused this Agreement to be executed by he respective officers duly authorized and the incorporate seals to be hereunto affixed and attested as of the date first written above.
ATTEST MCDERMOTT TECHNOLOGY, INC.
l E. A. Womack
Title:
President i
Sed i
CITIBANK, N.A.
ATTEST
Title:
Seal:
1
.- - -.-. -.- - -. = - -
t j
Specimen Certificate of Events i
Citibank, N.A.
i 120 Wall St.
i 13th Floor l
New York, NY 10043 l
Gentlemen:
l i
In accordance with the terms of the Agreement with you dated July 1,'1997, I j
of McDermott Technology, Inc., hereby certify that the following events have occurred:
i 1.
McDermott Technology, Inc., is required to commence the decommissioning of the 4
licensed activity called the Alliance Research Laboratory,1562 Beacon Street, Alliance, OH 44601.
1 2.
The plans and procedures for the commencement and conduct of the decommissioning have been approved by the United States Nuclear Regulatory Commission, or is successor, on A copy of the i
4 approval is attached.
3.-
3.
The Board of Directors of McDermott Technology, Inc., has adopted the attached resolution authorizing the commencement of the decommissioning.
I~
l McDermott Technology, Inc.
l 1
4 i
E. A. Womack
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Title:
President i
Date:
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8 SCHEDULE A 1
U.S. NUCLEAR REGULATORY COMMISSION LICENSE NUMBER BPM-34-03043 and SUB-1259 i
NAME AND ADDRESS OF LICENSEE AND LICENSED ACTIVITY McDermott Technology, Inc.
1450 Poydras Street P. O. Box 61961 New Orleans, LA 70161 J
ADDRESS OF LICENSED ACTIVITY Alliance Research Laboratory l
1562 Beacon Street Alliance, OH 44601 i
COST ESTIMATE FOR REGULATORY ASSURANCES DEMONSTRATED BY THIS 2
AGREEMENT 1
$896,000 1
ll e
SCHEDULE B i
As of the execution date, July 1,1997, this Standby Trust Agreement does not require i
the deposit of any funds.
l i
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4
4 4
SCHEDULE C i
ESCROW ADMINISTRATION 4
i l
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Acceptance Fee:
$500.00 t
I Annual Administration:
l Annual (or portion thereof) minimum Escrow Fee
$1,000.00 4
Anraal Administration Fee 5 per $1000 (Based on fair market value of assets)
- =
R E S O L U TIO N l
l RESOLVED, by the Board of Directors of McDermott Technology, Inc.
(the " Company"), that the Company has agreed to provide financial assurance l
to the United States Nuclear Regulatory Commission with respect to Alliance Research Laboratory.
RESOLVED FURTHER that E. A. Womack be hereby authorized in the name and on behalf of the Company, to take any and all actions, and ic
)
execute and deliver any and all agreements, documents and instruments, l
relating to the aforesaid matter, including, but not limited to the Standby Trust Agreement; each such agreement, document and instrument to be in such form and to contain such terms, provisions, stipulations and conditions as the said E. A. Womack shall approve, his approval to be conclusively evidenced by his execution and delivery thereof.
C E R TI FI C AT E 1, the undersigned, Assistant Secretary of McDermott Technology, Inc.,
a corporation duly organized and existing under the laws of the State of Delaware, do hereby certify that the above and foregoing is a true and correct
~
copy of certain resolutions adopted by the Board of Directors of said corporation, pursuant to a consent in lieu of a meeting dated (insert dates),
and that said resolutions have not been vacated or recalled or amendeo and remain in full force and effect.
j IN WITNESS WHEREOF, I hereunto affix my hand and the seal of said corporation on this (insert dates).
Robert E. Stumpt Assistant Secretary I
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o stren j.Q f,$&;Isb
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New York, NY 20043 CITIBANCO' l
January 17,1996 BY CERTIFIED MAIL Morgan Guaranty Trust Company of New York l
Attn: Norma Pane - 36th Floor 60 Wall Street j
New York, NY 10260-0060 Re: Standby Trust Agreement by r.nd between The Babeock & Wilcox Company and Morgan Guaranty Trust Company of New York dated as of July 24,1990 (the " Trust")
l
Dear Ms. Pane:
Pursuant to Section 12 of the Trust, Citibank hereby accepts thegpointment of successor i
Trustee under the Trust and assumes administration of the trust effective Friday, f
January 26,1996. Please, deliver to my attention at,the above address all records, documents and other properties or funds constituting the' Trust Fund no later than Friday,
{
January 26,1996.
/
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j Thank you.
Yours truly,
/
, y Jef rey Zeiler
[N Assistant Vice President
{
United States Nuclear Regulatory Commission (By Certified Mail) cc:
Region 1
{
475 Allendale oad King of Prussia, Pennsylvania 19405-1415 The Babc/
ock & Wilcox Company (By Certified Mail)
Attn:
obert E. Fulton j
145 Poydras Street
{
w Orleans, LA 70112 l
1 1
1
g~y;j McDermott International, Inc.
\\s V"
1450 Poydras Street New Orleans, Lowsiana 701124050 P. O. Box 61%1 New Orleans, Louisiana 701611%1 i
(504) 587 5400 Fax: (504) 5874153 Telex: 6821250 JRMAC UW
{
i Via Federal Express November 12,1996 l
Mr. D. K. Sgarlata, Manager Babcock & Wilcox Company Pennsylvania Nuclear Service Operations R.D.1, Box 355 Vandergrift, Pennsylvania 15690 Re:
Standby Trust Amendment dated July 29,1994 i
Dear Don:
i Attached hereto is the original amendment dated July 24,1994 to the Standby Trust Agreement dated July 24,1990 signed by Morgan Guaranty Trust Company.
As discussed, we did not execute an original Standby Trust Agreement to maintain in our files. The original was transmitted to NRC on July 24,1990 per transmittal letter ofJ. P.
Exkert (see attached). I have also attached a clean copy of the Standby Trust Agreemen for your records.
I Sincerely, DERMOTTINTE TIONAL, INC.
,w Josie I.. Ransom, Senior Treasury Analyst Attachment (s) i
AMENDMENT TO STANDBY TRUST AGREEMENT DATED JULY 24,1990 i
WHEREAS, on July 24,1990, THE BABCOCK & WILCOX COMPANY, herein r ferred to as the " Grantor" and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, the " Trustee" entered into a STANDBY TRUST AGREEMENT for the benefit of the U.S. Nuclear Regulatory Commission (NRC); and WHEREAS, the Guarantor has now elected to use Letters of Credit to provide cssurance that funds will be available when needed for required d: commissioning activities; NOW THEREFORE, the Grantor and the Trustee and the NRC agree to amend the STANDBY TRUST AGREEMENT, effective as of the 29th day of July,1994, cs follows:
1)
DELETE from the STANDBY TRUST AGREEMENT the words on page 1:
i
" Parent Guarantee" wherever they appear and 2)
REPLACE with the words " Letter of Credit".
3)
Schedule A is REPLACED in its entirety by the attached Schedule A.
IN WITNESS WHEREOF the parties have caused this Amendment to be executed by the respective officers duly authorized and the incorporate seals to b3 hereto affixed and attested as of the 29 day of July,1994.
ATTEST:
THE BABCOCK & WILCOX COMPANY
'"6 f's[&
By: BrocWA.' Hattox v gd Mp Sn_.
Senior Vice President and Chief Financial Officer NUCLEAR REGULATORY COMMISSION U
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Olh By:
M GA)!
Y h-g 551g SSCTT' By: ;e... Fu.q-Vice President hl0RMA R. PANE
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SCHEDULE A BABCOCK & WILCOX COMPANY LICENSEE FACILITY ACDRESS LICENSE N CURRDrr COST ESTIMATE (000'S )
The Babcock & Wilecx Pennsylvania Nuclear 609 N. Warren Ave.
SNM -145 Complete 1 Company Service Operations Apollo, PA 15613 (Apollo )
Pennsylvania Nuclear
~
$2.0002 SNM 414 Service Operations (Parks Township )
Lynchburg Service P. O. Box 11165 SNM -778
$5.526 Operations LynchbuIg,VA 24506 Labora tory Alliance Research 1562 Beacon Street SNM -30
$8963 Laboratory Alliance, OH 44601 BPM I 03043-03 SUB 1259' Naval' Nuclear Fuel P. O. Box 7.85 SNM -42
$3,3064 Division Lynchburg,VA 24505
$11,728 TOTAL 1.
Decontamination & Decarsnissioning work is essentially finished.
i 2.
Interim estimate. Refer to R. V. Carlson letter to Elinor Adensam, Dated April 30, 1993.
3.
Decommissioning Plan with cost estimate has been submitted to Region Office.
Fif ty percent of current coat estimate for Research & Test Reactor Fuel Element 4.
(RTRFE ) portion. Refer to A. F. Olsen letter to J. W. N. Hickey, dated October 30, 1992.
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a McDermott company g&M
,syed/ %r Babcock & Wilcox 5O gLf Defense & Nudea Power Group i
J.P. Eckett
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s Dfpg,. WJ W r.0.so 1:165 Sr. Yice President and Grovo Executive Lynchburg, Virginia 24506-1165
- (804) 522 5475 JUL 30 g j
VIA FEDERAL EXPRESS l
July 24, 1990 One White Flint North i
l 11555 Rockville Pike Rockville, MD 20852 l
Mail Code 11E22 Organization ID: NRR/OEAB Mr.
C. J. Haughney, Chief i
l Fuel cycle safety Branch Phone:
(301) 492-3119 Division of Industrial and Medical l
Nuclear safety, NMas 4
U. s. Nuclear Ragulatory Commission j,
Washington, D.C.
20555 e
4 Dear Mr. Haughneys 1
t In compliance with the Nuclear Regulatory j
Commission's (NRC) financial assurance regulations under 10 CFR Part 30 40, and 70 as applicable, with respect to
')
the licenses o,f the Babcock & Wilcox Company (BEW),
I aa j
attaching the following documents:
l l
1.
Letter from the President & Chief Executive j
officer.
i 2.
Letter from the Executive Vice President and I
Chief Financial Officer.
{
3.
Attachment I;11 sting of BEW licensees.
J 4.
Attachment I-A; the certification of financial 3
assurance.
i 5.
Financial test - Alternative I.
3 i.
6.
Auditore s special report and reconciliation.
t 1
) -
7.
Parent Company guarantee.
8.
Standby Trust Agreements l
9.
Acknowledgement.
i j
B&W's only other license affected by the financial 4
l assurance regulations is the SNM license of B&W's Naval i
Nuclear Fuel Division (NNFD),
In separate l
correspondence to you dated May 23, 1990 and July 13, 1990, j
the NNFD's licensing officer, A.
E..
Olsen, has submitted i
C O
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y G.
iw, co :o co:25R1 EaW Lf,W DEPT E245454523 P.3/3 i
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an application and other supporting documentation for an amendment to their license, i
to provide financial assurance.to satisfy NWFD's obligation This form of assurance is represented by a contract clause entitled " Decommissioning Expenses" which has been included in NNPD's contracts, 4
I a.g.,
Contract No.
DE-AC11-90PN 38187 with the U.
8.
}
Department of Energy's (DOE) Pittsburgh Naval Reactors
- Office, and defines the means by which DOE will be responsible for NNPD's decommissioning costs.
Other NNFD subcontracts for the manufacture of research reactor fuel j
also provide funding as:urance for decommissioning costs.
We believe the attached documentation and license amendment application described above fulfills the present financial assurance requirements for The Babcock & Wilcox company.
}
If you require other information, please advise.
Very truly yours,
^
- 7. P. Eckert i
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Attachments 1
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CITIBANCO'
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January 17,1996 BY CERTIFIFD MAIL Morgan Guaranty Trust Company of New York Attn: Norma Pane - 36th Floor 60 Wall Street New York, NY 10260-0060 Re: Standby Trust Agreement by and between The Babcock & Wilcox Company and Morgan Guaranty Trust Company of New York dated as of July 24,1990 (the " Trust")
Dear Ms. Pane:
Pursuant to Section 12 of the Trust, Citibank hereby accepts the appointment of successor Trustee under the Trust and assumes administration of the trust effective Friday, January 26,1996. Please' deliver to my attention at the above address all records, documents and other properties or funds constituting the Trust Fund no later than Friday, January 26,1996.
Thank you.
Yours truly, Je ey Zeiler Assistant Vice President United States Nuclear Regulatory Commission (By Certified Mail) ec:
Region 1 475 Allendale Road King ofPrussia, Pennsylvania 19405-1415 The Bak ock & Wilcox Company (By Certified Mail)
Attn: Robert E. Fulton 1450 Poydras Street New Orleans, LA 70112 L- -
JAn 10 ' 96 c1:19?M MCCEFJcrT TECASLEY 5045576062
. 1 P.9/16 A
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- l STANDBY TRUST AGREEMENT I
TRUST AGREEMENT, the Agreement entered into as of July 24,1990 by a BABCOCK & WILCOX COMPANY, a Delaware corporation, herein referred to and MORGAN GUARANTY TRUST COMPANY OF NEW YORK,60 Wall Str York 10260, the " Trustee".
WHEREAS, the U.S. Nuclesr Regulatory Commission (NRC), an agency of th Govemment, pursuant to the Atomio Energy Act of 1974, has promulgated re 10, Chapter i of the Code of Federal Regulations, Part (30, 40, or 70]. These re applicable to the Grantor, requ re that a holder of, or an applicant for, a Part 30 i
license provide assurance that funds will be available when needed for req!
decommissioning activities.
1 WHEREAS, the Grantor has elected to use a Parent Guarantee to provide all of su i
assurance for the facilities identified herein; and l
WHEREAS, when payment is made under a Parent Guarantee, this standby trust sh for the receipt of such payment; and WHEREAS, the Grantor, acting through its duty authorized officers, has selected the i
to be the trustee under this Agreement, and the Trustee is willing to act as trustee, NOW, THEREFORE,~ the Grantor and the Trustee agree as follows:
i Section 1. Definitions. As used in this Agreement:
(a)
The term " Grantor" means the NRC licensee who enters into this Agreem successors or assigns of the Grantor.
(b)
The term " Trustee" means the trustee who enters into this Agreement and any s Trustee.
Section 2.
Costs of Decommissionino.
This Agreement decommissioning the materials and activities identified in Schedule A.. pertains to the costs o Section '3. Establishment of Fund. The, grantor and the Trustee hereby establish a stand trust fund (the Fund) for the benefit of the NRC. The Grantor and the Tru third party have access to the Fund except as provided herein,
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i Section 4. Payments Constitutino the Fund. Payments made to the Tru i
consist of cash and Eligible Securities. The Fund is established initially property. Such property and any other property subsequently transferred lo t referred to as the " Fund", together with all earnings and profits thereon distributions made by the Trustee pursuant to this Agreement. The F Trustee, IN TRUST, as hereinafter provided. The Trustee shall not be from the Grantor, any payments necessary to dis c
by the NRC.
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Section 5.
Payment for Recuired Activities Snecified in the Plan.
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The Trustee shall make I
payments from the Fund to the Grantor upon presentation to the Trustee of i
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A certificate duty executed by the Secretary.of the Grantor attesting t a.
l occurrence of the events, and in the form set fonh in the attached Specimen j
Certificate, and i
b.
A certificate executed by the Grantor attesting to the following conditions:
(1) that decommissioning is proceeding pursuant to an NRC-approved 1
i (2)
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that the funds withdrawn will be expended for activities undertaken purs to that Plan, and i
(3)
,l that the NRC has been given 30 days' prior notice of The Babcock Company's intent to withdraw funds from the escrow fund.
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4 or $10,000,000 dellars, whichever is greater,unless NR
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I to the event of the Grantor's default orinabi'ity to direct decommissioning activ i
shall make payments from the Fund as the NRC shall direct, in writing, to pro l
payment of the costs of required activities covered by this Agreement.
l reimburce the Grantor or other persons as specified by the NRC from the Fun The Trustee sha'l expenditures for required activities in such amounts as the NRC shall direct addition, the Trustee shall refund to the Grantor such amounts as the N in Upon refund, such funds shall no longer constitute part of the Fund as defined
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Section 6 Trust Manaoement. The Trustee shallinvest and reinvest the princ of the Fund and keep the Fund invested as a single fund, without distinct and income, in accordance with instructions from the Grantor which the communicate in writing to the Trustee from time to time; except.thgj:
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Fh5Jr 2 S 6061 F. M 6 (a)
Securities or other obligations of the Grantor, or any other owner or opera facilities, or any of their affiliates as defined in the investment Cornpan amended (15 U.S.C. 80A-2(a)), shall not be acquired or held, unless they 1
or other obligations of the Federal or a State government; I
(b)
The Trustee is authorized to invest the fund in Eligible Securities as here Eligible Securities shall be securities or other obligations of the Federal I
GNMA, FNMA, and FHLM bonds and certificates or State and Municipal ;
BBB or higher by Standard & Poor's or Baa or higher by Moody's investm
.Section 7. Exoress Powers of Trustee, Without in any way limiting the powe is expressly authorized and empowered: conferred upon the Trustee (a)
To sell, exchange, convey, transfer, or otherwise dispose of any prope public or private sale, as necessary to allow duty authorized witNrawals or l in Eligible Securities at the direction of the Grantor.
t (b)
To mako, execute, acknowledge, and deliver any anc all documents of transf conveyance and any and all other instruments that rnay be necessary or appro i
carry out the powers herein granted; (c)
To register any securities held in the Fund in the name of the Granto security in bearer form or in book entry, to reinvest interest payments and fund matured and redeemed instruments in Eligible Securities, to fiie proper securities held in the fund in a timely fashion with appropriate government to deposit or arrange for the deposit of such securities in a qualified ce or to deposit or arrange for the deposit of any securities issued by the U form, but the books and records of the Trustee shall securities are part of the fund.
t (d)
To compromise or otherwise adjust all claims in favor of or against the Fund or in respect of the Fund and all brokerage comm from the Fund. All other expenses incurred by the Trustee in connection wit:
of this Trust, including fees for legal services rendered to the Trustee, the c Trustee to the extent not paid directly by the Grantor, and all other proper disbursements of the Trustee sha!i be paid from the Fund.
Trustee shall annually, at least 30 days before th the standby trust fund, furnish to the Grantor and to the NRC a statemen 3
n m o 1.a. g b w i 5 c a: r s.a z
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of the Trust. Any securities in the Fund shall be valued at market value as of no m days before the anniversary date of the establishment of the Fund. The failure of to object in writing to the Trustee within 90 days after the statement has been fumis grantor and the NRC shall constitute a conclusively binding assent by the Grantor Grantor from asserting any claim or liability against the Trustee with respect to the disclosed in the statement.
Section 10. _ Advice of Counsel. The Trustee may from time to time consult with c may be counsel to the Grantor, with respect to any question arising as to the construct this Agreement or any action to be taken hereunder. The Trustee shall be fully prote the extent permitted by law, in acting on the advice of counsel.
Section 11. Trustee Compensation. The Trustee shall be entitled to reasonable corn for its services as agreed upon in writing from time to time with the Grantor.
Section 12. Successor Trustee. Upon 90 days notice to the NRC, the Trustee ma upon 90 days notice to NRC and the Trustee, the Grantor may replace the Trustee; but su resignation or replacement shall not be effective until the Grantor has appointed a succ Trustee and thi' successor accepts the appointment. The successor Trustee shall have t' s
same powers and duties as those conferred upon the Trustee hereunder. Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pa the successor Trustee the funds and properties then constituting the Fund. If for any re the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may 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, the NRC, and the present Tru by certified mail 10 days before such change becomes effective. Any expenses in the Trustee as a result of any of the acts contemplated by this section shall be paid provided in Section 8.
Section 13. Jnstructions to the Trustee. All orders, requests, and instructions by the G to the Trustee shall be in writing, signed by such persons as are signatories to this agr or such other designees as the Grantor may designate in writing. The Trustee shall be protected in acting without inquiry in accordance with the Grantor's orders, requests, and instructions. If the NRC issues orders, requests or instructions to the Trustee, these shal in writing, signed by the NRC or their designees, and the Trustee shall act and protected in acting in accordance with such orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no e constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the NRC hereunder has occurred. The Trustee shall have no duty to act in t absence of such orders, requests, and instruction from the Grantor and/or the NRC provided for herein.
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_Section 14. Amendment of Acreement. This Agreement may be in writing executed by the Grantor, the Trustee and the NRC or by the T or State Agency, if the Grantor ceases to exist.
e NRC Agreement as provided in Section 14, this trust sh s
terminated at the written agreement of the Grantor, the Trustee, and the ontinue until or by the Trustee and the NRC or State agency, if the Grantor ceases to
- agency, i
termination of the trust, all remaining trust property, less final trust administr Upon shall be delivered to the Grantor or its successor.
- xpenses, nature in connection with any act or omission, trust, or in carrying out any directions by the Grantor or the NRC issued in acc Agreement. The Trustee shall be indemnified and saved harmless by e with this trust fund, or both, from and against any personal liability to which the Truste l
reasonably incurred in its defense in the event the ay be
_Section 17. This Agreement shall be administered, construed, and e laws of the State of New York.
Section 18. Interoretation and Severability., As used in this Agreem include the plural and words in the pluralinclude the singular. The d each section of this Agredment shall not affect the interpretation or the Agreement. If any part of this agreement is invalid, it shall not affect the which will remain valid and enforceable.
ovisions
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IN WITNESS WHEREOF the parties have caused this Agreement to be respective officers duly authorized and the incorporate seals to be hereto affi l
as of the date first written above.
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i ATTEST:
i THE BABCOCK & WILCOX COMPANY f
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4 By:/J n A. Lyno Tin:
ecutive ice President and
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Chi inancial Officer 1
1 ATTEST:
MORGAN GUARANTY TRUST OF NEW YORK R,2Th ui E
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(Title) A ss3 /r-e fecec/<vy L #.FAREY \\
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JAri 10 '96 01:21PM MCCCEMOTT TREASURY 5045676062 O
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i ACKNOWLEDGEMENT 1
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i STATE OF NEW YORK i
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CITY OF NEW YORK on this 19th day of July, before e,e, a notary public in and for the City and State aforesaid, personally appeared Marlene Fahey and she did depose and say that j
she is a Vice President of Morgan Guaranty Trust-i Company of New York, a New York State banking association, Trustee, which executed the above instrument, that she knows the seal of said association; that the seal affixed to such instrument is such ' corporate seal; that it was so affixed by order of the ascociation; and that she signed her name thereto by like order.
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J INtCE ObA (signature of notary public]
BIM00fE G. VIN,0COUR
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NOTARY rusuc. state of Neve yort My Commission Expires:_
No. 3149291 vwauncaui.wiewk Wo.4 Certificate Filed iri New York County Commission Expires November 7,1990
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SCHEDULE A STANDBY TRUST
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BADCCCK & WILCOX INVESTMENT COMPANY o
e CERTIFIED CURRENT COST -
s; LICENSEE FACILITY ADDRESS LICENSE NUMBER AMOUNT ESTIMATE
'6 2
(000*S)
(000'S) 3 The Babcock & Wilcox Pennsylvania Nuclear 609 N. Warren Ave.
$ 750 k
Co.
Service Operations Apoffo, PA 15613 g
(Apc!!o) 9
-4 Pennsylvania Nuclear 609 N. Warren Ave.
$ 750
-4 Service Operations Apollo, PA 15613 f
(Parks Township) m 55 Naval Nuclear Fuel P. O. Box 11165 SNM-778
$ 750 Division Research Lynchburg, VA 24506 g
Laboratory h
Alliance Research 1562 Beacon Street SNM-30
$ 6551 Laboratory Alliance OH 44601 BPM-34-03043-03 g;
SUB-1259 1.
The Alliance Research Laboratory is subrnitting the specified Decommissioning Funding Plan b
FEDERAL EXPRESS TRANSMITTAL 2
KEY VALUE-DATE:
NOVEMBER 12,1996
't TO:
' Mall ROOM FROM:
JOSIE L. RANSOM TREASURY - 25 EXT.6063 l
PLEASE FORWARD VIA FEDERAL EXPRESS AS FOLLOWS:
NAME:
MR. D. SGARLATA COMPANY:
BABCOCK & WILCOX COMPANY ADDRESS:.
PENNSYLVANIA NUCLEAR SERVICE OPERATIONS R.D.1. BOX 355 VANDERGRIFT, PENNSYLVANIA i
COST CENTER:
730 4
4 THANK YOU i
b
Scotiabank The Bank of Neve Esotta Atlanta Agency Suite 2700 600 Peachtree St., N.E.
Atlanta, Georgle 30308 (404) 877-1500 Fax: (404) 888-8998 l
' S. Nuclear Regulatory Commission
%shington, DC 20555 1
Gcr Sir or' Madam:
]
In accordance with Instructions received from our client, we hereby amend our l tter of Credit No. L152571 established in your favor as follows:
e The first paragraph of Letter of Credit now reads:"We hereby establish our tevocable Standby Letter of Credit No. L152571 in your favor, at the request and for the ount of McDermott Technologies, Inc. ("MTl"),1450 Poydras Street, New Orleans, LA.",
istead of as previously advised, l
All references to B&W should read MTI.
All other terms and conditions remain unchanged.
Yours very truly, 1
4 Authorized Signature i
natum070418.k3 0/PO*d CSISL8SPOSI 01 8668 888 POP 710 DN! DNOB011oDS Md CPtCI LS.C2 Mdd
Sc2tiobank The Bank of Nov,s Scotia Atlanta Agency Suite 2700 600 Peachtree St., N.E.
Atlanta. Georgfa 30308 (404) 877 1500 Fax: (404) 888 8998 IRREVOCABLE STANDBY LETTER OF CREDIT NO. L152571 This Credit expires August 15,1995 issued To:
U.S. Nuclear Regulatory Commission Washington, D.C. 20555
Dear Sir or Madam:
We hereby establish our irrevocable Standby Letter of Credit No. L152571 in your favor, at the request and for the account of The Babcock & Wilcox Company ("B&W"),1450 Street, New Orleans, LA 70125, up to the aggregate amount of Eight Hundred Nin Thousand and 00/100 U.S. Dollars (U.S. dollars 896,000) available upon presentation of:
(1) your sight draft, bearing reference to this Letter of Credit No. 152571,and (2) your signed statement reading as follows: "I certify that the amount of the draft is payable pursuant to regulations issued under authority of the U.S. Nuclear Regulatory Commission relating to B&W's Ucense No. SNM 30, BPM-34-03043-0 SUB,19%
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This letter of credit is issued in accordance with regulations issued under the author U.S. Nuclear Regulatory Commission (NRC), an agency of the U.S. Government, purs to the Atomic Encrgy Act of 1954, as amended, and the Energy Reorganization Act of 1974.
The NRC has promulgated regulations in Title 10, Chapter 1 of the Code of Federal Regulations, Part (30, 40, or 70), which require that a holder of, or an applicant for, a license issued under 10 CFR Parts (30,40, or 70) provide assurance that funds will be available wh:n needed for decommissioning.
This letter of credit is effective as of July 29,1994 and shall expire on August 15,1995, but such expiration date shall be automatically extended for a period of one (1) year on Augus 15,1995, and on each successive expiration date, unless, at least 90 days before the current expiration date, we notify both you and B&W, as shown on the signed return receipts. If B&W is unable to secure alternative financial assurance to replace this letter of credit within 30 days of notification of cancellation, the NRC may draw upon the full value of this letter of credit prior to cancellation. The bank shall give irnmediate notice to the applicant and the "NRC" of any notice received or action filed alleging (1) the insolvency or bankruptcy of the fin:ncial institution, or (2) any violations of regulatory requirements that could resu!t in suspension or revocation of the bank's charter or license to do business. The financial
institution also shall give immediate notice if the bank, for any reason, becomes unable to fulfill its obligation under the letter of credit.
Whenever this letter of credit is drawn on under and in compliance with the terms of this letter of credit, we shall duly honor such draft upon its presentation to us within 30 days, and we sh:ll deposit the amount of the draft directly into the standby trust fund of B&W in cecordance with your instructions.
1 Each draft must bear on its face the clause: " Drawn under Letter of Credit No.152571, dated
. July 29,1994, and the total of this draft and all other drafts previously drawn under this letter of credit does not exceed U.S. dollars Thousand)."
896,000 (U.S. Dollars Eight Hundred Ninety Six 1
l 949 QW M F. C. H. Ashby A. S. Norsworthy U
Senior Manager - Loan Operation Assistant Agent July 19,1994 July 19,1994 i
This credit is subject to the Uniform Customs and Practice for Documentary Credits,1993 Revision, international Chamber of Commerce Publication No. 500.
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The Bank of Nova Scotle Atlarta Agency Suite 2700 600 Peachtree St.. t'.E.
Atlanta. Georgia 30308
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(404) 877-1500 Fax: (404) 888-8998 April 17,1995 EENEFICIARY 1
U.S. Nuclear Regulatory Commission Washington, D.C. 20555 APPLICANT The Babcock & Wilcox Company
_1450 Poydras Street i
New Orleans,70112
Dear Sir or Madam:
RE: Letter of Credit No.L152571 dated July 29,1994 for $896,000.00 The above mentioned credit has been amended as follows:
4 1.
All references to the L'etter of Credit Number in paragraph 1 and 5 are to read L152571.
~
2.
In line 4 of the third paragraph following "we notify both you and B&W" and immediately proceeding "as shown on the signed return receipts" we have inserted
. by certified mail". It now reads "we notify both you and B&W by certified mail, as j
shown on the signed retum receipts.
i All other terms and conditions remain unchanged.
s Prj A
C.H. Bushey 94as Ot.s.%oug A.S. Norsworthy A
Team Leader Sr. Team Leader DELEGISTA
- SRt04NOPERAT10WORICER t
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STANDBY TRUST AGREEMENT TRUST AGREEMENT, the Agreement entered into as of July 1,1997 by and between BWX Technologies, Inc., a Delaware corporation, herein referred to as the " Grantor", and Citibank, N.A.,120 Wall Street,13th Floor, New York, NY 10043, the " Trustee".
WHEREAS, the U.S. Nuclear Regulatory Commission (NRC), an agency of the U.S.
Government, pursuant to the Atomic Energy Arzt of 1954, as amended, and the Energy Reorganization Act of 1974, has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Part 70. These regulations, applicable to the Grantor, require that a holder of, or an applicant for a Part 70 license provide assurance that funds will be available when needed for required decommissioning activities.
WHEREAS, the Grantor has elected to uso a letter of credit to provide financial assurance for the facilities identified herein; and WHEREAS, when payment is made under a letter of credit, this standby trust shall be used for the receipt of such payment; and WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Trustee to be the trustee under this Agreement and the trustee is willing to act as trustee, NOW, THEREFORE, the Grantor and the Trustee agree as follows:
Section 1.
Definitions.
As used in this Agreement:
(a)
The term " Grantor" means the NRC licensee 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.
Costs of Decommissionino.
This Agreement pertains to the cost of decommissioning the materials and activities identified in License Number SNM-42, Amendment 13, issued pursuant to 10 CRF Part 70 as shown in Schedule A.
Section 3.
Establishment of Fund.
The Grantor and the Trustee hereby establish a standby trust fund (the Fund) for the benefit of the NRC. The Grantor and the Trustee intend that no third party have access to the Fund except as provided herein.
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Section 4.
Payments Constitutina the Fund.
4 Payments made to the Trustee for the Fund shall consist of cash, securities, or other liqu!d 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 i
hereto. Such property and any other property subsequently transferred to the Trustee are i
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 l
shall be held by the Trustee, IN TRUST, as hereinafter provided. The Trustee shall not l
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 the NRC.
I Section 5.
Payment for Reauired 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 duty executed by an authorized representative of the Grantor attesting i
to the occurrence of the events, and in the form set forth in the attached Specimen certificate, and b.
A certificate duly executed by an authorized representative of the Grantor attesting j
to the following conditions:
l 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 1
3.
that the NRC has been given 30 days prior notice of Grantor's intent to I
withdraw funds from the Fund.
I i
No withdrawal from the fund can exceed 10 percent of the outstanding balance of the Fund or 1 million dollars, whichever is greater, unless NRC approval is attached.
in the event of the Grantor's default or inability to direct decommissioning activities, the Trustee shall make payments from the Fund as the NRC shall direct,in writing, to provide
{
for the payment of the costs of required activities covered by this Agreement. The Trustee shall reimburse the Grantor or other persons as specified by the NRC from the Fund for expenditures for required activities in such amounts as the NRC shall direct in 1
writing, in addition, the Trustee shall refund to the Grantor such amounts as the NRC i
specifies in writing. Upon refund, such funds shall no longer constitute part of the Fund 1
as defined herein.
i 1
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Section 6.
Trust Manaaement.
The Trustee shall invest and reinvest the principal and income of the Fund and keep the i
Fund invested as a single fund, without distincticn between principal and income, in U.S.
i Treasuries with maturities not exceeding 90 days.
I Section 7.
_ Express Powers of Trustee.
l Without in any way limiting the powers and discretion conferred upon the Trustee by the l
other provisions of this Agreement or by law, the Trustee is expressly authorized and
, empowered:
j (a) to sell, exchange, convey, transfer, or otherwise dispose of any property held by i
it, by public or private sale, as necessary for prudent management of the Fund; P
i (b) to make, execute, acknowledge, and deliver any and all documents of transfer and 1
conveyance and any and all other instruments that may necessary or appropriate
}
to carry out the powers herein granted; l
J (c) to register any securities held in the Fund in its own name, or in the name of a nominee, and to hold any security in bearer form or in book entry, or to combine
)
l certificates of the same issue held by the Trustee in other fiduciary capacities, to l
reinvest interest payments and funds from matured and redeemed instruments, to file proper forms concoming securities held in the Fund in a timely fashion with appropriate govemment agencies, or to deposit or arrange for the deposit of such i
securities in a qualified central depository even though, when so deposited, such j
securities raay be merged and held in bulk in the name of the nominee or such l
depository with other securities deposited therein by another person, or to deposit l
or arrange for the deposit of any securities issued by the U.S. Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all such securities are part of the l
Fund; and l
l (d) to compromise or otherwise adjust all claims in favor of or against the Fund.
j Section 8.
Taxes and Expenses.
All taxes of any kind that may be assessed or levied against or in respect of the Fund l
and all brokerage commissions incurred by the Fund shall be paid from the Fund. All other reasonable out-of-pocket expenses incurred by the Trustee in connection with the l
administration of this Trust, including reasonable fees for legal services rendered to the j
Trustee, and the compensation of the Trustee shall be paid from the Fund.
i i
Section 9.
Annual Valuation.
After payment has been made into this standby trust fund, the Trustee shall annually, at j
least 30 days before the anniversary date of receipt of payment into the standby trust i
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4
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fund, fumish to the Grantor and to the NRC a statement confirming the value of the Trust.
i Any securities in the Fund shall be valued at market value as of no more than 60 days j
before the anniversary date of the establishment of the Fund. The failure of the Grantor i
to object in writing to the Trustee within 90 days after the statement has been fumished to the Grantor and the NRC shall constitute a conclusively binding assent by the Grantor, j
barring the Grantor from asserting any claim or liability against the Trustee with respect i
l to the matters disclosed in the statement.
l Section 10. Advice of Counsel.
i j
The Trustee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the construction of this Agreement or
]
2 any action to be taken hereunder. The Trustee shall be fully protected, to the extent j
permitted by law, in acting on the advice of counsel.
l Section 11. Trustee Compensation.
The Trustee shall be entitled to reasonable compensation for its services as agreed upon
)
l in writing from time to time with the Grantor (See Schedule C).
4 i
Section 12. Successor Trustee.
Upon 90 days notice to the NRC and the Grantor, the Trustee may resign; upon 90 days notice to the NRC and the Trustee, the Grantor may replace the Trustee; but such resignation or replacement shall not be effective until the Grantor has appointed a successor trustee and this successor accepts the appointment. The successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder.
i Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, i
transfer, and pay over to the successor Trustee the funds and properties then constituting
]
the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions. The successor Trustee shall specify the dato on which it assumes administration of the trust in a writing sent to the Grantor, the NRC'and the present Trustee by certified mall 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 8.
Section 13. Instructions to the Trustee.
All orders, request and instructions by the Grantor to 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 written orders, requests, and instructions.
If the NRC issues orders, requests, or instructions to the Trustee these shall be in writing, signed by the NRC or its designees, and the Trustee shall act and shall be fully protected in acting in accordance with such written orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to tha contrary, that no event constituting a change or a termination of the authority of any person to act on
i i
5 l
behalf of the Grantor or the NRC hereunder has occurred. The Trustee shall have no i
duty to act in the absence of such written orders, requests, and instructions from the Grantor and/or the NRC, except as provided for herein.
Section 14. Amendment of Aareement.
l This Agreement may be amended by an instrument in writing executed by the Grantor, the Trustee and the NRC, or by the Trustee and the NRC if the Grantor ceases to exist.
Section 15. Irrevocability and Termination.
l Subject to the right of the parties to amend this Agreement as provided in Section 14, this trust shall be irrevocable and shall continue until terminated at the written agreement of the Grantor, the Trustee and the NRC, or by the Trustee and the NRC if the Grantor i
ceases to exist. Upon termination of the trust, all remaining trust property, less final trust administration expenses, to the extent not paid directly to the Trustee, shall be delivered i
to Atlantic Richfield Company or its successor, i
Section 16. Immunity and Indemnification.
The Trustee shall not incur personal liability of any nature in connection with any act or 1
j omission, that is made in good faith and does not constitute negilgence or wilful misconduct by the Trustee or its directors, officers, employees or agents, in the administration of this trust, or in carrying out any directions by the Grantor or the NRC issued in accordance with this Agreement. The Trustee shall be indemnified and saved i
harmless from the trust fund from and against any personal liability to which the Trustee may be subject by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense, except for any such personal liability that is due to the negligence or willful misconduct of the Trustee or its directors, officers,
. employees or agents.
Section 17.
This Agreement shall be administered, construed, and enforced according to the laws of the State of New York.
Section 18. Interpretation and Severability.
As used in this Agreement, word 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 affect the interpretation or the legal efficacy of this Agreement. If any part of this Agreement is invalid, it shall not affect the remaining provisions which will remain valid and enforceable.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by he respective officers duly authorized and the incorporate seals to be hereunto affixed and attested as of the date first written above.
j ATTEST BWX TECHNOLOGIES, INC.
J. J. Stewart
Title:
President Seal CITIBANK, N.A.
ATTEST
Title:
Seal:
4 i
Specimen Certificate of Events Citibank, N.A.
120 Wall St.
13th Floor New York, NY 10043 Gentlemen:
In accordance with the terms of the Agreement with you dated July 1,1997, I of BWX Technologies, Inc., hereby certify that the following events have occurred:
1.
BWX Technologies, Inc., is required to commence the decommissioning of the liccased activity relating to licenses SN.M-42, Amendment 13.
2.
The plans and procedures for the commencement and conduct of the decommissioning have been approved by the United States Nuclear Regulatory Commission, or is successor, on A copy of the approval is attached.
3.
The Board of Directors of BWX Technologies, Inc., has adopted the attached resolution authorizing the commencement of the decommissioning.
BWX Techne ogles, Inc.
J. J. Stewart
Title:
President Date:
1
I
)
8 I
SCHEDULE A U.S. NUCLEAR REGULATORY COMMISSION LICENSE NUMBER SNM-42, Amendment 13 1
l 1
NAME AND ADDRESS OF LICENSEE AND LICENSED ACTIVITY Babcock & Wilcox Naval Nuclear Fuel Division P. O. Box 785 4
Lynchburg, Virginia 24505-0785 i
i COST EST! MATE FOR REGULATORY ASSURANCES DEMONSTRATED BY THIS AGREEMENT Attached is a decommissioning cost estimate for the equipment for which this Standby Trust Agreement applies. The cost estimate includes a sample estimate worksheet which lists the equipment that will require decommissioning following the completion of the Sapphire contracts. This equipment was installed under Babcock & Wilcox's Sapphire contract numbers NPN-F36 & NPN-F37.
1 i
6 i
SCHEDULE B i
As of the execution date, July 1,1997, this Standby Trust Agreement does not require i
the deposit of any funds.
t 4
t A
e C
1 i
l 1
i 1
i i
SCHEDULE C ESCROW ADMINISTRATION 4
Acceptance Fee:
$500.00 1
Annual Administration:
Annual (or portion thereof) minimum Escrow Fee
$1,000.00 i
I I
Annual Administration Fee 5 per $1000 (Based on fair market value of assets)
)
4 j
4 d
l l
1 m
R E S O L U TIO N RESOLVED, by the Board of Directors of BWX Technologies, Inc. (the
" Company"), that the Company has agreed to provide financial assurance to the United States Nuclear Regulatory Commission with respect to licenses numbers SNM-42, Amendment 13.
RESOLVED FURTHER that J. J. Stewart be hereby authorized in the name and on behalf of the Company, to take any and all actions, and to execute and deliver any and all agreements, documents and instruments, relating to the aforesaid matter, including, but not limited to the Standby Trust Agreement; each such agreement, document and instrument to be in such form and to contain such terms, provisions, stipulations and conditions as the said J. J. Stewart shall approve, his approval to be conclusively evidenced by his execution and delivery thereof.
C E R TI FI C AT E 1, the undersigned, Assistant Secretary of BWX Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware, do hereby certify that the above and foregoing is a true and correct copy of certain resolutions adopted by the Board of Directors of said corporation, pursuant to a consent in lieu of a meeting dated (insert dates),
and that said resolutions have not been vacated or recalled or amended and remain in full force and effect.
IN WITNESS WHEREOF, I hereunto affix my hand and the seal of said corporation on this (insert dates).
Robert E. Stumpf Assistant Secretary 1
i
N m
Babcock & Wilcox
^^
W!-
(< v a McDermott company 1450 Poydras Street New Orieans, Louisiana 70112-6050 P. O. Box 61038 l
New Orleans, Louisiana 701611038 (504) 587 5700 April 24,1997 Fax: (504) 587-6153 Telex: 6821250 JRMAC UW
)
Citibank, N. A.
I 120 Wall St.
New York, NY 10043 Attention:
Marie Ladolcetta Trust Officer
Reference:
Standby Trust Agreement Dated January 31,1997, between The Babcock j
& Wilcox Company and the U. S. Nuclear Regulatory Commission Relating to License SNM-42, Amendment 13 j
Dear Ms. Ladolcetta:
We hereby terminate the above referenced Trust per Section 16 of the r:Ierenced agree::1ent.
]
l 1
Sincerely, 3
THE BABCOCK & WILCOX COMPANY Daniel R. Gaubert i
Senior Vice President and Chief Financial Officer U.S. NUCLEAR REGULATORY COMMISSION Name:
Title:
4 4
4 r
STANDBY TRUST AGREEMENT TRUST AGREEMENT, the Agreement entered into as of January 31,1997, by and between The Babcock & Wilcox Company, a Delaware Corporation, herein referred to as the
" Grantor", and Citibank, N.A., 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 of 1974, has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Part [30,40,70, or 72]. These regulations, applicable to the Grantor, require that a holder of, or an applicant for a Part 30,40,70, or 72 license provide assurance that funds will be available when needed for required decommissioning activities.
WHEREAS, the Grantor has elected to use a Letter of Credit to provide all of such financial assurance for the facilities identified herein; and WHEREAS, when payment is made under a Letter of Credit, this Standby Trust shall be used for the receipt of such payment; and WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Trustee to be the Trustee under this Agreement, and the Trustee is willing to act as Trustee, NOW, THEREFORE, the Grahtor and the Trustee agree as follows:
Section 1.
Definitions. As used in this Agreement:
i (a)
The term " Grantor" means the NRC licensee 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 Tmstee.
Section 2.
Costs of Decommissioning.
This Agreement pertains to the costs of d: commissioning the materials and activities identified in License Number SNM-42 issued pursuant to 10 CFR Jide Amendment 13 as shown in Schedule A.
Section 3.
Establishment of Fund. The Grantor and the Trustee hereby establish a Standby Trust Fund (the Fund) for the benefit of the NRC. The Grantor and the Trustee intend that no third party 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 propeny 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.
i I
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 the NRC.
Section 5.
Payment for Reauired Activities Specified in the Plan. TheTrusteeshallmake payments from the Fund to the Grantor upon presentation to the Trustee of the following:
A certificate duly executed by the Secretary of the Depositor attesting to the a.
occurrence of the events, and in the form set forth in the attached Specimen
{
4 Certificate, and j
b.
A certificate 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 (3) that the NRC has been given 30 days prior notice of [ insert name of licencee]'s intent to withdraw funds from the escrow fund.
No withdrawal from the fund can exceed 100 percent of the outstanding balance of the Fund or U.S. Dollars 375,000.00, whichever is greater, unless NRC approval is attached.
In the event of the Grantor's default or inability to direct decommissioning activities, the Trustee shall make payments from the Fund as the NRC shall direct, in writing, to provide for the payment of the costs of required activities covered by this Agreement. The Trustee j
shall reimbur;e the Grantor expenditures for required activities in such amounts as the NRC, or State Agency, shall direct in writing. In addition, the Trustee shall refund to the Grantor such amounts as the NRC specifies in writing. Upon refund, such funds shall no longer constitute part of the Fund as defined herein.
Section 6.
Trust Management. The Trustee shall invest and reinvest the principal and income 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 communicate in writing to the Trustee from time to time, subject, however, to the provisions of this Section. In investing, reinvesting, exchanging, selling, and managing the Fund, the Trustee shall discharge its " uties with respect to the Fund solely in the interest d
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 familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims; except that:
(a)
Securities or other obligations of the Grantor, or any other owner or operator of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940,
_2_
7-
-.. - ~. - - -.-
~ - - -
l 5
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 (c)
For a reasonable time, not to exceed.60 days, the Trustee is authorized to hold uninvested cash, awaiting investment or distribution, v ithout liability for the payment i.
' of interest thereon.-
Section 7.
Comminaling 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 common, 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 j
the assets of other trusts participating therein; and i
(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, i
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.
- Section 8.-
Express Powers of Trustee. Without in any way limiting the powers and discretion conferred upon the Trustee by the other provisions of this Agreement or by law, i
the Trustee is expressly authorized and empowered:
)
(a)
To sell, exchange, convey, transfer, or otherwise dispose of any property held by it, j
by public or private sale, as necessary for prudent management of the Fund; i
j (b)
To make, execute, acknoivledge, and deliver any and all documents of transfer and i'
conveyance and any and all other instruments that my be necessary or appropriate to i
carry out the powers herein granted; i
(c)
To register any securities held in the Fund in its own name, or in the name of a nominee, and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, to reinvest interest payments and funds from matured and redeemed instruments, to file proper forms concerning securities held in the Fund in a timely fashion with appropriate government agencies, or to deposit or arrange for the deposit of such securi:les in a q2alified central depository even though, i
when so deposited, such securities may be merged and held in bulk in the name of the j
nominee or such depository with other securities deposited therein by another person, t
or to. deposit or arrange for the deposit of any securities issued by the U. S.
[
Government, or any agency or instrumentality thereof, with a Federal Reserve Bank, j
but the books and records of the Trustee shall at all times show that all such securities i.
1'
, - +,
are part of the Fund; (d)
To deposit any cash in the Fund in Interest-bearing accounts maintained 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 incurred by the Trustee in connection with the i
administration of this Trust, including fees for legal services rendered to the Trustee, the compensation of the Trustee to the extent not paid directly by the Grantor, and all other i
proper charges and disbursements of the Trustee 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 l
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 that 60 days before the anniversary date of the establishment of the Fund. The failure of the Grantor to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the NRC, or State Agency, shall constitute a conclusively binding assent by the Grantor, barring the Grantor from asserting any claim or liability against the Trustee with respect to the' matters disclosed in the statement.
i Section 11.
Advice of Counsel. The Trustee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder. The Trustee shall be fully protected, to the extent permitted by law, in acting on the advice of counsel.
Section 12.
Trustee Compensation.
The Trustee shall be entitled to reasonable compensation for its services as agreed upon in writing from time to time with Grantor. (See Schedule C.)
Section 13.
Successor Trustee. Upon 90 days notice to the NRC. the Trustee may resign; upon 90 days notice to NRC and the Trustee, the Grantor may replace the Trustee; but such resignation or replacement shall not be effective until the Grantor has appointed a Successor Trustee and this Successor accepts the appointment. The Successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the Successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the Successor Trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may 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, the NRC or State Agency, and the present Trustee by certified mail 10 days before such change becomes effectiv 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 Trustee. Allorders, requests,andinstructions by the Grantor to the Trustee shall be in writing, signed by such persons as are signatories to this Agree or such other designees as the Grantor may designate in writing. The Trustee shall be protected in acting without inquiry in accordance with the Grantor's orders, requests, and instructions.
If the NRC or State Agency issues orders, requests, or instructions to the Trustee, these shall be in writing, signed by the NRC or State Agency, or their designees, a i
the Trustee shall act and shall be fully protected in acting in accordance with such orders l
requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the i
authority of any person to act or, behalf of the Grantor, the NRC, or State Agency, hereunder has occurred. The Trustee shall i: ave no c'uty to act in the absence of such orders, reque i
and instructions from the Grantor and/m the NRC, or State Agency, 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 Trustee and the NRC, or State Agency, or by the Trustee and the NRC or State Agency, if the Grantor ceases to exist.
Section 16.
Irrevocability and Termination. 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 agreernent of the Grantor, the Trustee and the NRC or State Agenc 4
or by the Trustee and the NRC or State Agency, if the Grantor ceases to exist.
Upon termination of the Trust, all remaining Trust property, less final Trust administration expenses, shall be delivered to the Grantor or its successor.
i l
Section 17.
Immunity and Indemnification. The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in carrying out any directions by the Grantor, the NRC, or State Agency, issues in accordance with this Agreement. The Trustee shall be indemnified 4
and saved harmless by the Grantor or from the Trust Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense.
Section 18.
This Agreement shall be administered, construed, and enforced according to the laws of the State of New York.
Section 19.
Interpretation and Severability. 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 affect the interpretation or the legal efficacy of this Agreement.
If any part of the Agreement is invalid, it shall not affect the remaining provisions which will remain valid and enforceabic.
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.
j:/f/
THEBABCOCK& WILCOXCOMPANY ATTEST:
(Grantor)
//
1
/
l k &pfhokiuA By:
Narne:
' Daniel R. Gaubert
Title:
Vice President, Finance (Chief Financial Officer)
Seal NUCLEARREGUIATORYCOMMISSION By:
Name:
Title:
Seal CITIBANK, N.A.
of Trurtee b
' -~
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^
By:
Name: t<WIrJ ILE'/'
Title:
VICE f M f' M
[1 Sea!
( ('
p ATTESTp wfetd i
Title:
3Mgg Seal Trut0Etw i
d k
t ACKNOWLEDGMENT t
+
i State of New York City of New York i
I On this 3rd day of February,1997, before me, a notary public in and for the City and 2
l 4
State aforesaid, personally appeared Kevin Plein, and he did depose and say that he is the -
Vice President of Citibank, N. A., national banking association, Taistee, which executed i
the above instrument, that he knows the seal of said association; that the seal affixed to
{
such instrument is such corporate seal; that it was so affixed by order of the association; and that he signed his name thereto by like order.
i
[ Notary Public PETER M. PAVJSMN Mary Putoc, State ef New M No. 414'y)1M7 QusNed e Queen County Cerencate Fned a New M County Com sonEgresJanuary27,19 ff My Commission Expires:
(Date)
,,.,,,,, -- r a...... t.u o-e-
aui u a n.wu
@ 003 SCHEDULE A U.S. Nuclear Regulatory Commission License Number.SNM-42,' Amendment 13 Name ofLicensee:
Babcock & Wilcox Naval Nuclear FuelDivision -
- Address ofLicensee and Licensed Activity:
P.O. Box 785 Mt. Athos Road Lynchburg, VA 24505-0785 Attached is a decommissioning cost estimate for the equipment for which this sta agreement applies. The cost estimate includes a sampic estimate worksheet which will require decomnussioning following the completion of the Sapphire contracts. T installed under Babcock & Wilcox's Sapphire contract numbers NPN-F36 & NPN-F37 e
,,,n u a - :m.>
~
4 004 l
MAN-HOURS BY COST CENTER i
tM3S D/E/C 410/413 ' 455.I 310 l 311 312 453 1 430 3151 710 HOURS iCOST COST l COST ~
I tTOTAL TOTAL lEXPEN IDEColGI l
1.1 D
16i J--
4-
_ l-
_l-
_ _ p-7 81 4 01 1
641 39271 01 3927 1.2 D
16 l
121 201 I
i 48I 29451 01 2945 1
2.1 C
2.5 l
161
- f. ' _, _ l i
26.5i 16261 01 0
2.2 l C 2.5 16l 81 l
2.3 IC 2
26.51 1626 01 o-2 321 31 2.4
'C 2
87; 1241 76091 04 0
16l 3I l
151 361 2209 01 0
2.5 C
2 321 3i 2.6 C
2:
l 151 52 3191l 01 0
481 3
I 44l 97i 59521 01 0
2.7 C
2 i
l S
i l
SI 3071 01 0
2.8 C
1 1
32l 24' I
i 571 34981 01 0
t 2.9 C
40 l
161 8
I 871 151 9265i Of
~ 'O 2.10 C 40 1
16l 24 1 130)
- 210, 128861 01 0
2.11 C 40 16 8
i i
15 791 48471 01 0
2.12 E
40 168' 32(
161 i
I 256 15708l 15708l 0
2.13 E
l 10 1
161 8l l
i 1
34 2086 2086l 0
3.1 D
I l
l l
i 1
01 Oi 01 0
3.2 D
si i
I 01 01 01 0
3.3 D
i i
16 I
I 2 91 451 2761) 0 2761 3.4 D
i 180I 8 01 i
Si l
i I
268 16444 0-16444 3.5 D
1 1801 80 81 l
(
268 16444 Of 16444 3.6 D
l 2401 100L i
81 I
l I
348 213531 Ol 21353
)
3."4
!D 1
40 l
\\
\\
l l
40, 2454l 0l 2454 3.8 C
i 1
l 1
1 0
O!
01 0
l 3.9 D
40i i
8l t 2601 308 18899 Of 18899 3.10 C 40 l
161 l 346l 402 t
24667 01 0
3.11 D I
i i
i l
0 Oi 01 0
3.12' E 400:
180 1001 86 i
l 688 42216) 42216) 0 3.131E I
l I
81 I
I 81 491l 491l 0
i 4.1 D
I I
i 2!
I i
2 1231 0
123 4.2 !D l
l 21 l
l 2
123 0
123 4.3 (D i
i 2i l
l 171 196 1166-0-
1166 4.4 D
401 10 l
21 I
l 17!
69l 42341 01 4234 4.5 D
1 1001 40 20i l
21 l
17l 1791 10983 01 10983 4.6 D
100 80 201 l
21 1
17 219) 13438 Oi 13438 4.7 ID 50 t
i i
21 i
i 17 691
- 4234, 01 4234 4.8 C
l 1
l I
81 1
1 81 4911 01 0
_4.9 D
I 101 1
4!
t 87 1011 61971 01 6197 4.10 E
100 l
I i
12i I
87 199t 122111 12211 0
4.11 D I
I I
4l i
I 41 2451 0
245 4.92 E
I 150 40i 20t 4!
I i
2141 13131! 131311 0
4.13_l E i
i l
I 4!
5.1~ ID i
I
(
l i
Si i
I 5!
307) 0; 307 i
di 245) 2451 0
5.2 ID 1
i i
l SI I
)
1 5,
3071 01 307 5.3 lD I
I I
I i
51 f
I i
51 3071 01 307 5 4
'O I
l l
i i
5:
1 1
51 307:
01 307 5.5 D
4 i
i i
Si i
I 5'
3071 0'
307 5.6 O
l l
l 5I I
l l
Si 307l Ci 307 5 7 ID I
I i
1 5:
)
i 51 3071 01 307
1.
i.
rn. iv: 1s ru 3v4 a-- 5J21 il & a.uFD o.
4' 005 5.8 D
1 l
i 1
1 5'
1 6.0 D
51 3071 01 307 l
l 401 40 2454 0
2454
-I
-l-t-
TOTAL i
6861 6001 10601 460t 288 309 100 0
1287 48101 295142 860881 13088k l
l I
l t
t i
I
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I I
I I
I 1
I I
1 I
i l
NCN MANHOUR EXPENSE DOLLARS BY COST CENTER WBS D/E l
TOTAL EXPEN DECOff 410/4131 455 1 310 311 l 312 1 453 430 t 315 - 710! TOTAL COST COST - COST
_l 3.6 D
3.7 D
30001 l
3000 3000 0
3000 l
t i 2000) 1 2000 2000 0
2000 4.5 D
l 18500 I
i i 18500 185001 0
18500 4.6 D
46250 I
l I
46250 46250 0
46250 4.7 D
13875 i
13875 13875 0
13875 4.10 E
27750 I 27750 27750
- 27750, O
4.12 D 462501 1
I l 46250 462501 0-46250
-j t-l-
l-TOTAL 152625 0
0 01 0
0 0
50001 01 1576251 157625 27750<
129875 i
i i
I l
l TOTAL COSTS t
i I
i 4527671 113838 260756 l l
1 l
i C
J l
I l
I
(
- D'. Designates cost as decommissioning Task will not b e executed unless there is no follow on work.
I'
- )@
E - Designates cost as expense. Task will be done regardless of follow on work. (Indirect Ex C - Designates cost as contract cost. This is in contract and will be done as Direct Cha l
due to anticipated follow on work. (eg. 3.9-3.11 if we proceed into DOE Beryllium recovery)l I
l l
l l
1 i
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l I
l I
l l
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o.
e.,
,,,,,u,,
ecoe SAPPHIRE FACILITY DECOMMISSIONING ESTIMATE WBS/WORKSHEET COST CENTER 3II GROUP:
E lecdtu Ee 1 MA,04.
Man-Hours Expense Dollars 1.0 Work Planning
~
2.0 Equipmen
Clean-Out (Remove all Material) 2.1 CRF Vault 2.2 Shipping / Receiving 2.3 Conversion 2.4 Blend Columns 2.5 Feedstock Dissolver 2.6 Drum Dryer 2.7 Storage Racks 2.8 Sea / Lands 2.9 High Level Dissolvers (Beryllium) 2.10 High Level Dissolver Duct (Beryllium) 2.11 Extraction (Beryllium) -
2.12 Beryllium Waste Pretreatment 2.13 Waste Treatment 3.0 Equipment Dissassembly 3.1 CRF Vault 3.2 Shipping / Receiving 3.3 Conversion 3.4 Blend Columns 80 3.5 Feedstock Dissolver 6o 3.6 Drum Dryer ioo 3.7 Storage Racks 3.8 Sea /12nds 3.9 High Level Dissolvers (Beryllium) 4o 3.10 High Level Dissolver Duct (Beryllium) 3.11 Extraction (Beryllium) 3.12 Benfilium Waste Pretreatment ioo 3.13 Waste Treatment W frfYf9f
/
s_
v
I --
-.-s.
rn.
.w.
so r.u ow.
Man-Hours Waste Packaging & Disposal Expense DollaI 4.0 4.1 CRF Vault 4.2 Shipping / Receiving 4.3 Conversion 4.4 Blend Columns 4.5 Feed stock Dissolver io 4.6 Drum Dryer 2o 4.7 Storage Racks 2 e-4.8 Sea / lands 4.9 High Level Dissolvers (Beryllium) 4.10 High Level Dissolver Duct (Beryllium) to 4.11 Extraction (Beryllium)
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4.12 Beryllium Waste Pretreatment 4.13 Waste Treatment 2o 5.0 Re-baselining Surveys 5.1 CRF Vault
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5.2 Shipping / Receiving
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5.3 Conversion Facility 5.4 DownBlend Area
/ 5.5 Sea /Tand Storage 5.6 Extraction Area 5.7 Beryllium Waste Treatment Area
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5.8 Waste Treatment i.0 Facility Baselining Report
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- P.O. Bos 6071 April 16,1997 j
[I.SewarLDE 19714-9857
~ Our Credit No. S-868072 A== laternaconalWde Services Efliscrive: July 1,'1997 1
t.
U.S. Noelcar Regulatary C-Mon Waakine an DC 20555
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Dear Sir or Madam In accordance with instructions received from our client, we hereby amend our Letter af Credit a-No, S-aseems ntnhhhad in your favor asfollows:
st.o 7V The first,a=agraak of Letter M Crodit now roads: "We hereby==h1=h our Irrevocable Standby
~
Letier of Credit No. 5-a65072 in your favor, at the request and for the account of BWX Technologies, Inc. ("BWX"),1450 Poydras Street, New Orleans, LA.", innead of as.My advised.
v All references to B&W should read BVOC
^*
All other terms and canditions remam nach=ap
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Yours wry truly, v
Lauerof C2 Services *
(302) 634-1851~
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Morga2 Gu:ranty Trust Comipary of New York I
JPMorgan
! cisJ.P. Morgan Servicca,Inc.
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P.O. Bis 6071 Newark. DE 19714 9857 January 24,1997 Attention: Intemational Trade Services Letter of Credit No. S-#68072 i
This Credit expires January 30,1998 Issued to:U.S. Nuclear Regulatory Commission i
Washington,20555
Dear Sir arid Madam:
S We hereby establish our Irrevocable Standby Letter of Credit No. S-868072 in your favor, at the request and for account ofThe Babcock & Wilcox Company ("B&W"),1450 Poydras Street, New Orleans, LA 70112, up to the aggregste amount of $375,000.00 (United States Dollars Three Hundred Seventy Five Thousand and 00/100) available upon presentation of:
i
. (1) your sight draft, bearing reference to this Letter of Credit No. S-868072 and (2) your p.gned statement reading as follows:"I certify that the amount of the draft is payable pursuant to regulations issued under authority of the U.S. Nuclear Regulatory Commission relating to B&W's License No. SNM-42."
This Letter of Credit is issued in accordance with regulations issued under the authority of the U.S. Nucl Commission (NRC), an agency of the U.S. Govemment, pursuant to the Atomic energy Act of 1954, as amende the Energy Reorganization Act of 1974. The NRC has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Part (30,40,70 or 72), which require that a holder of, or an applicant for, a license issued under 10 CFR Parts (30,40,70, or 72) provide assurance that funds will be availabic when needed for decommission This letter of credit is effective as of January 24,1997 and shall expire on January 30,1998, but such expiration date shall be automatically extended for a period of one (1) year on January 30,1998, and on each successive expirati date, unless, at least 90 days before the current expiration date, we notify both you and B&W by certified mail, as i
shown on the signed return receipts. If B&W is unable to secure attemative financial assurance to replace this !ctter cf credit within 30 days of notification of cancellation, the NRC may draw upon the full value of this letter of credit p to cancellation. The bank shall give immediate notice to the applicant and the "NRC of any notice received or action filed alleging (1) the insolvency or bankruptcy of the financial institution or (2) any violations of regulatory requirements that could result in suspension or revocation of the bank's charter or license to do business. "Ihe financial institution also shall give immediate notice if the bank, for any reason, becomes unable to fulfill its obligation und the letter cfcredit.
Whenever this letter of credit is drawn on urder and in compliance with the terms of this letter of credit, we shall honor such draft upon its presentation to us within 30 days, and we shall deposit the amount of the draft directly in the < standby trust fund of B&W in accordance with your instructions.
Each draft must bear on its face the clause " Drawn under Letter of Credit No. S-868072 dated January 24,1997 and the total of this draft and all other drafts previously drawn under this letter of credit does not exceed U.S. Dollars 375,000.00 (United States Dollars Three Hundred Seventy Five Thousand and 00/100)".
The credit is subject to the Uniform customs and Practice for Documentary Credits,1993 Revision, International j
Chamber of Commerce Publication No. 500.
gs truly
/
u rize i ature Letter of Credit Servic.
(302) 634-1830 t
p subsidiary of
,.P. Morgan & Co.
63erporated 70269
STANDBY TRUST AGREEMENT TRUST AGREEMENT, the Agreement entered into as of July 1,1997 by and between BWX Technologies, Inc. (BWX), a Delaware corporation, herein referred to as the
" Grantor", and The Bank of New York,101 Barclay Street, New York, NY 10248, the
" Trustee".
WHEREAS, the U.S. Nuclear Regulatory Commission (NRC), an agency of the U.S.
Govemment, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974, has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Part 70. These regulations, applicable to the Grantor, require that a holder of, or an applicant for a Part 70 license provide assurance that funds will be available when needed for required decommissioning activities.
WHEREAS, the Grantor has elected to use a letter of credit to provide financial assurance for the facilities identified herein; and WHEREAS, when payment is made under a letter of credit, this standby trust shall be used for the receipt of such payment; and WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Tr#.ec to be the trustee under this Agreement and the trustee is willing to act as trustee, NOW, THEREFORE, the Grantor and the Trustee agree as follows:
Section 1.
Definitions.
As used in this Agreement:
(a)
The term " Grantor" means the NRC licensee 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.
Costs of Decommissionina.
This Agreement pertains to the cost of decommissioning the materials and activities identified in License Number SNM-2001 issued pursuant to 10 CRF Part 70 as shown in Schedule A.
Section 3.
Establishment of Fund.
The Grantor and the Trustee hereby estabi!sh a standby trust fund (the Fund) for the benefit of the NRC. The Grantor and the Trustee intend that no third party have access to the Fund except as provided herein.
l
i Section 4.
Payments Constitutina 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 eamings 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 the NRC.
Section 5.
Payment for Reauired 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 certificate duly executed by an authorized representative of the Grantor attesting a.
to the occurrence of the events, and in the form set forth in the attached Specimen certificate, and b.
A certificate duly executed by an authorized representative of the Grantor 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 3.
that the NRC has been given 30 days prior notice of Grantor's intent to withdraw funds from the Fund.
No withdrawal from tne fund can exceed 10 percent of w.a outstanding balance of the Fund or 1 million dollars, whichever is greater, unless NRC approval is attached, in the event of the Grantor's default or inability to direct decommissioning activities, the Trustee shall make payments from the Fund as the NRC shall direct, in writing, to provide for the payment of the costs of required activities covered by this Agreement. The Trustee shall reimburse the Grantor or other persons as specified by the NRC from the Fund for expenditures for required activities in such amounts as the NRC shall direct in writing. In addition, the Trustee shall refund to the Grantor such amounts as the NRC specifies in writing. Upon refund, such funds shall no longer constitute part of the Fund as defined herein.
Section 6.
Trust Manaaement.
The Trustee shallinvest and reinvest the principal and income of the Fund and keep the Fund invested as a single fund, without distinction between principal and income, in U.S.
Treasuries with maturities not exceeding 90 days.
Section 7.
Express Powers of Trustee.
Without in any way limiting the powers and discretion conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and empowered:
(a) to sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale, as necessary for prudent management of the Fund; (b) to make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may necessary or appropriate to carry out the powers herein granted; (c) to register any securities held in the Fund in its own name, or in the name of a nominee, and to hold any security in bearer form or in book entry, or to combine certificates of the same issue held by the Trustee in other fiduciary capacities, to reinvest interest payments and funds from matured and redeemed Instruments, to file proper forms concerning securities held in the Fund in a timely fashion with appropriate govemment agencies, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee or such depository with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the U.S. Government, or any agency or instrumentality tnereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all such securities are part of the Fund; and (d) to compromise or otherwise adjust a!I claims in favor of or against the Fund.
Section 8.
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 reasonable out-of-pocket expenses incurrod by the Trustee in connection with the administration of this Trust, including reasonable fees for legal services rendered to the Trustee, and the compensation of the Trustee shall be paid from the Fund.
Section 9.
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, fumish 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 60 days
4 before the anniversary date of the establishment of the Fund. The failure of the Grantor to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the NRC shall constitute a conclusively b!nding assent by the Grantor, barring the Grantor from asserting any claim or !! ability against the Trustee with respect to the matters disclosed in the statement.
Section 10. Advice of Counsel.
The Trustee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder. The Trustee shall be fully protected, to the extent permitted by law, in acting on the advice of counsel.
Section 11. Trustee Compensation.
The Trustee shall be entitled to reasonable compensation for its services as agreed upon in writing from time to time with the Grantor (See Schedule C).
Section 12. Successor Trustee.
Upon 90 days notice to the NRC and the Grantor, the Trustee may resign; upon 90 days notice to the NRC and the Trustee, the Grantor may replace the Trustee; but such resignation or replacement shall not be effective until the Grantor has appointed a successor trustee and this successor accepts the appointment. The successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder.
Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor Trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may 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, the 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 8.
Section 13. Instructions to the Trustee.
All orders, request and instructions by the Grantor to 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 written orders, requests, and instructions.
If the NRC issues orders, requests, or instructions to the Trustee these shall be in writing, signed by the NRC or its designees, and the Trustee shall act and chall be fully protected in acting in accordance w!th such written orders, requests, and instructions. The Trustee shall have the 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 the NRC hereunder has occurred. The Trustee shall have no duty to act in the absence of such written orders, requests, and instructions from the
5 Grantor and/or the NRC, except as provided for herein.
Section 14. Amendment of Aareement.
This Agreement may be amended by an instrument in writing executed by the Grantor, the Trustee and the NRC, or by the Trustee and the NRC if the Grantor ceases to exist.
Section 15. Irrevocability and Termination.
Subject to the right of the parties to amend this Agreement as provided in Section 14, this trust shall be irrevocable and shall continue until terminated at the written agreement of the Grantor, the Trustee and the NRC, or by the Trustee and the NRC if the Grantor ceases to exist. Upon termination of the trust, all remaining trust property, less final trust administration expenses, to the extent not paid directly to the Trustee, shall be delivered to Atlantic Richfield Company or its successor.
Section 16. Immunity and lodemnification.
The Trustee shall not incur personal liability of any nature in connection with any act or omission, that is made in good faith and does not constitute negligence or wilful misconduct by the Trustee or its directors, officers, employees or agents, in the administration of this trust, or in carrying out any directions by the Grantor or the NRC issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless from the trust fund from and against any personal liability to which the Trustee may be subject by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense, except for any such personal liability that is due to the negligence or willful misconduct of the Trustee or its directors, officers, employees or agents.
Section 17.
This Agreement shall be administered, construed, and enforced according to the laws of the State of New York.
Section 18. Interpretation and Severability.
As used in this Agreement, word 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 affect the interpretation or the legal efficacy of this Agreement. If any part of this Agreement is invalid, it shall not affect the remaining provisions which will remain valid and enforceable.
l l
6 IN WITNESS WHEREOF the parties have caused this Agreement to be executed by he respective officers duly authorized and the incorporate seals to be hereunto affixed and attested as of the date first written above.
ATTEST
.BWX TECHNOLOGIES, INC.
J. J. Stewart
Title:
President Seal THE BANK OF NEW YORK ATTEST
Title:
Seal:
Specimen Certificate of Events The Bank of New York 101 Barclay Street New York, NY 10286 Gentlemen:
In accordance with the terms of the Agreement with you dated July 1,1997, I of BWX Technologies, Inc., hereby certify that the following events have occurred:
1.
BWX Technologies, Inc., is required to commence the decommissioning of the licensed activity relating to licenses SNM-2001.
2.
The plans and procedures for the commencement and conduct of the decommissioning have been approved by the United States Nuclear Regulatory Commission, or is successor, on A copy of the approval is attached.
3.
The Board of Directors of BWX Technologies, Inc., has adopted the attached resolution authorizing the commencement of the decommissioning.
BWX Technologies, Inc.
J. J. Stewart
Title:
President Date:
l
SCHEDULE A UJ._ NUCLEAR REGULATORY COMMISSION LICENSE NUMBER SNM-2001 NAME AND ADDRESS OF LICENSEE BWX Technologies, Inc.
2220 Langhorne Road P. O. Box 10548 Lynchburg, Virginia 24506-0548 ADDRESS OF LICENSED ACTIVITY Shallow Land Disposal Area (SLDA). Situated off Pennsylvania State Route 66 along the Kiskimere Road Approximately three miles southeast of Leechburg, Pennsylvania.
COST ESTIMATE FOR REGULATORY ASSURANCES DEMONSTRATED BY THIS AGREEMENT Ten Million Dollars ($10,000,000)
l i
i SCHEDULE B 1
i As of the execution date, July 1,1997, this Standby Trust Agreement does not require the deposit of any funds.
Y l
i SCHEDULE C ESCROW ADMINISTRATION Acceptance Fee:
$500.00 Annual Administration:
Annual (or portion thereof) minimum Escrow Fee
$1,000.00 Annual Administration Fee 5 per $1000 (Based on fair market value of assets) 6
i J
f R'E S C L U T I O N j
RESOLVED, by the Board of Directors of BWX Technologies, Inc. (the
" Company"), that the Company has agreed to provide financial assurance to I
the United States Nuclear Regulatory Commission with respect to licenses l
j
'name and on behalf of the Company, to take any and all actions, and to RESOLVED FURTHER that J. J. Stewart be hereby authorized in the
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execute and deliver any and all agreements, documents and instruments, l
relating to the aforesaid matter, including, but not limited to the Standby Trust
. Agreement; each such agreement, document and instrument to be in such form and to contain such terms, provisions, stipulations and conditions as the i
said J. J. Stewart shall approve, his approval to be conclusively evidenced by q
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his execution and delivery thereof.
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a C E RTIFIC ATE i
i I, the undersigned, Assistant Secretary of BWX Technologies, it'c., a c
8 j
corporation duly organized and existing under the laws of the SMte of J
f Delaware, do hereby certify that the above and foregoing is a true ard correct l
copy of certain resolutions adopted by the Board of Directors of said
)
corporation, pursuant to a consent in lieu of a meeting dated $nsert dates),
and that said resolutions have not been vacated or recalled cr amended and t
i remain in full force and effect.
4 4
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IN WITNESS WHEREOF, I hereunto affix my held and the seal of said corporation on this (insert dates).
Robert E. Stumpf 2
Assistant Secretary i
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Babcock & Wilcox
~a McDermott company 1450 Poydras Street 1
l New Orleans, Louisiana 70112-6050 P. O. Box 61038 New Orleans. Louisiana 701611038 (504) 587 5700 April 24,1997 Fax: (504) 5874153 Telex: 6821250 JRMAC UW Bank of New York 101 Barclay Street New York, NY 10286 Attention:
Matthew G. Louis Trust OfTicer
Reference:
Standby Trust Agreement Dated September 27,1995, between The Babcock & Wilcox Company and the U. S. Nuclear Regulatory Commission Relating to License Number SNM-2001
Dear Mr. Louis:
We hereby terminate the above referenced Trust per Section 16 of the referenced agreement.
Sincerely, THE BABCOCK & WILCOX COMPANY Daniel R. Gaubert Senior Vice President and Chief Financial Officer U.S. NUCLEAR REGULATORY COMMISSION Name:
Title:
...........3.,
,,s.
.5 N M - d oc/.
THE BANK OF NEW YORK wgw yoRer's rinst SANK = FOUNpCO 476e af ALERANDtm N AMILTON 101 BARCLAY STREET, NEW YORK, N. Y.10286 February 12,1997 Babcock & Wilson Nuclear Environmental Services Inc.
2220 Langhorne Road P.O. Box 10548 Lynchburg, VA 24506-0548 Attention: Philip Rosenthal
Dear Mr. Rosenthat:
s As you know, The Bank of New York has purchased all of the corporate trust business of Wachovia Bank, effective as of the close of business on April 5,1996. This business included bond trustee, registrar, paying agent, and escrow services.
As a result of the above tran==etian, we have been servicing your account since that time. However, in order to'co:nplete the records with respect to this trannetion, this letter shall serve to officially advise you that The Bank of New York has assumed full responsibility as the successor trustee under the terms of your agreement with Wachovia Bank, N.A. effective as of the closing date previously indicated.
My associates and I look forward to continuing our relationship with you and to provide you with service of the highest caliber.
.Should 'you have any questions or comments,. please do not hesitate to call me at (212) 815-7172.
Sincerely M wc=J V Matthew G. Louis Trust Administrator i
y aChiThi'oMiiKTGid~5h~~ ii,~ sic ~~~~~~ ~~^ ~ ^^f[ }
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. STANDBY TRUST AGREEMENT I
i t
TRUST AGREEMENT, the Agreement entered into as of September 27,1995 by and i
2 between The Babcock & Wilcox Company (B&W), a Delaware corporation, herein referred I
to at the " Grantor," and Wachovia Bank of Georgia, N.A. Trust Services Division,191 Pcachtree St., N.W., Atlanta, GA 30303, the " Trustee".
l 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 i
Reorganization Act of 1974, has promulgated regulations in Title 10, Chapter i of the Code
{
. of Federal Regulations, Part 70. These regulations, applicable to the Grantor, require that l
c holder of, or an applicant for a Part 70 license provide assurance that funds will be av llable when needed for required decommissioning activities.
j i
WHEREAS, the Grantor has elected to use a letter of credit to provide financial assurance i
j for the facilities identified herein; and 3
i WHEREAS, when payment is made under a letter of credit, this standby trust shall be used for the receipt of such payment; and i
l j
WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Tru: tee to be the trustee under this Agreement and the trustee is willing to act as trustee, NOW, THEREFORE, the Grantor and the Trustee agree as follows:
i Section 1 Definitions.
As used in this Agreement f
(c)
The term " Grantor" means the NRC licensee 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.
Costs of Decommissionina.
This Agreement pertains to the cost of decommissioning the materials and activities
- identified in License Number SNM-2001 issued pursuant to 10 CRF Part 70 as shown in Schedule A.
Section 3.
Establishment of Fund.
The Grantor and the Trustee hereby establish a standby trust fund (the Fund) for the benefit of the NRC. The Grantor and the Trustee intend that no third party have access to ths Fund except as provided herein.
Ti bi;eb^ k & G~eiliTil ist d i W ii~~Wiii[~~~~~~~^
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Srction 4.
Payments Constitutino the Fund.
jL Payments made to the Trustee for the Fund shall consist of cash, securities, or other liquid j-cssets acceptable to the Trustee. The Fund is established initially as consisting of the L
property, which is acceptaiale to the Trustee, described in Schedule B attached hereto.
Such property and any other property subsequently transferred to the Trustee are referred l
to as the " Fund", together with all e'amings and profits thereoni less any payments or l
~ distributions made by the Trustee pursuant to this Agreement. The Fund shall be held by l
l.
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 t
- Grcntor established by the NRC.
3 Section 5.
Pavment for Raouired Activities Specified in the Plan.
The Trustee shall make payments from the Fund to the Grantor upon presentation to the I
l Trustee of the following:
e,
- A certificate duly executed by an authorized representative of the Grantor attesting I
to ric occurrence of the events, and in the forTn set forth in the attached Specimen certificate, and L
b.
A certifieste duly executed by an authorized representative of the Grantor 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
j-3.
that the NRC has been given 30 days prior notice of Grantor's intent to
~
withdrawfunds from the Fund.
1 j
No withdrawal from the fund can exceed 10 percent of the outstanding balance of the Fund
[
or 1 million dollars, whichever is greater, unless NRC approval is attached.
in the event of the Grantor's default or inability to direct decommissioning activities, the i
Trustee shall make payments from the Fund as the NRC shall direct, in writing, to provide j-for the payment of the costs of required activities covered by this Agreement. The Trustee j
shall reimburse the Grantor or other persons as specified by the NRC from the Fund for i
Expenditures for required activities in such amounts as the NRC shall direct in writing. In 1
addition,-the Trustee shall refund to the Grantor such amounts as the NRC specifies in i
writing. Upon refund, such funds shall no longer constitute part of the Fund as defined harcin.
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Section 6.
Trust Manaoement.
1he Trustee shall invest and reinvest the principal a.nd income of the Fund and keep the Fund invested as a single fund, without distinction between principal and income, in U.S.
Treasuries with maturities not exceeding 90 days.
j' Section 7.
Express Powers of Trustee.
Without in any way limiting the powers and discretion conferred upon the Trustee by the other provisions of this Agreement or by !aw, the Trustee is expressly authorized and empowered:
1 j
(a) to sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale, as necessary for prudent management cf the Fund; l
(b) to make, execL% actrowledge, and deliver any and all documents of transfer and
{
conveyance and any and all other instruments that may necessary or appropriate to carry out the powers herein granted; (c) to register any securities held in the Fund in its own name, er in the name of a l
nominee, ar d to hold any security in bearer form or in book entry, or to combine
[
certificater4 the same issue held by the Trustee in other fiduciary capacities, to reinvest bterest payments and funds from matured and redeemed instruments, to file propar forms concerning securities held in the Fund in a timely fashion with appropdate govemment agencies, or to deposit or arrange for the deposit of such searhies in a qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee or such
{
4 depository with other securities depocited therein by another person, or to deposit or arrange for the deposit of any securities issued by the U.S. Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all such securities are part of the Fund;and (d) to cGipwmise or otherwise adjust all claims in favor of or against the Fund.
Section 8.
Taxes and Exoenses.
All taxes of any kind that may be assessed or levied against or in respect of the Fund and gli brokerage commissions incurred by the Fund shall be paid from the Fund. All other reasonable out-of-pocket expenses incurred by the Trustee in connection with the cdministration of this Trust, includ:ng reasonable fees for. legal services rendered to the Trustee, and the compensation of the Trustee shall be paid from the Fund.
av, uo, o rni uo:M ral 004 fe4e dode L n.sr.s a iG 005 4
Section 9.
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 the NRC a statement confirming the value of the Trust. Any cecurities in the Fund shall be valued at market value as of no more than 60 days before the anniversary date of the establishment of the Fund. The failure of the Grantor to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the NRC shall constitute a conclusively binding assent by the Grantor barring thm Grantor from asserting any claim or liability against the Trustee with respect to th9 matters disclosed in the statement.
Section 10.
Advice of Counsel.
The Trustee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the construction of this Agreement or any i
cction to be taken hereunder. The Trustee shall be fully protected, to the extent permitted by law, in acting on the advice of counsel.
Section 11.
Trustee Compensation.
The Trustee shall be entitled to reasonable compensation for its services as agreed upon in writing from time to time with the Grantor (See Schedule C).
Section 12.
SuccessorTrustee.
Upon 90 days notice to the NRC and the Grantor, the Trustee may resign; upon 90 days notice to the NRC and the Trustee, the Grantor may replace the Trustee; but such re:ignation or replacement shall not be effective until the Grantor has appointed a cuccessor trustee and this successor accepts the appointment. The successor Trustee shall have the same powers and duties as those conferred upon the Trustee hereunder, Upon the successor Trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor Trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the cppointment 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, the 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 8.
Section 13.
Instructions to the Trustee.
All orders, request and instructions by the Grantor to the Trustee shall be in writing, signed by cuch persons as are signatories to this agreenent or such other designees as the Grcntor may designate in writing. The Trustee shall be fuliy protected in acting without inquiry in accordance with the Grantor's written orders, requests, and instructions. If the NRC issues orders, requests, or instructions to the Trustee these shall be in writing, signed
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Section 9.
Annual Valuation.
After payment has been made into this standby trust fund, the Trustee shall annually, at tast 30 days before the anniversary date of receipt of payment into the standby trust fund, l
furnish to the Grantor and to the NRC a statement confirming the value of the Trust. Any I
cccurities in the Fund shall be valued at market value as of no more than 60 days before the anniversary date of the establishment of the Fund. The failure of the Grantor to object i
j in writing to the Trustee within 90 days after the statement has been fumished to the 1
l Grantor and the NRC shall constitute a conclusively binding assent by the Grantor, barring i
thm Grantor from asserting any claim or liability against the Trustee with respect to the j
matters disclosedin the statement.
[
t Section 10.
Advice of Counsel.
i The Trustee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the ccnstruction of this Agreement or any j
cdion to be taken hereunder. The Trustee shall be fully protected, to the extent permitted i
by law,'in acting on the advice of counsel.
l Section 11.. Trustee Cumvensation.
The Trustee shall be entitled to reasonable compensation for its sendees as agreed upon in i-writing from time to time with the Grantor (See Schedule C).
4 j
Section 12.
S'_=ssar Trustee.
Upon 90 days notice to the NRC and the Grantor, the Trustee may resign; upon 90 days I
L notice to the NRC and the Trustee, the Grantor may replace the Trustee; but such I
resignation or replacement shall not be effective until the Grantor. has appointed a
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ruccessor trustee and this successor accepts the appointment. The successor Trustee thall have the same powers and duties as those conferred upon the Trustee hereunder.
a[
Upon the successor Trustee's ac=*=nce of the appointment, the Trustee shall assign, j
transfer, and pay over to the successor Trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the
. resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions. The successor Trustee shall j
specify the date on which it assumes administration of the trust in a writing sent to the i
Grantor, the NRC and the present Trustee by certified mail 10 days before such change s
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 8.
Se$ tion'13. ' instructions to the Trustee.
1 All orders, request and instructions by the Grantor to the Trustee shall be in writing, signed by cuch persons as are signatories to this agnmement 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 written orders, requests, and instructions. If the i
NRC issues orders, requests, or instructions to the Trustee these shall be in writing, signed l
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by the NRC or its designees, and the Trustee shall act and shall be fully protected in acting in accordance with such written orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event 1
constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the NRC hereunder has occurred The Trustee shall have no duty to act in the absence of such written orders, requests, and instructions from the Grantor and/or the NRC, except as provided for herein.
' Section 14.
Amendment of Aareement.
This Agreement may be amended by an instrument in writing executed by the Grantor, the Trustee and the NRC, or by the Trustee and the NRC if the Grantor ceases to exist.
Section 15.
Irrevocability and Termination.
Subject to the right of the parties to amend this Agreement as provided in Section 14, this i
trust shall be irrevocable and shall continue until terminated at the written agreement of the j
Grantor, the Trustee and the NRC, or by the Trustee and the NRC if the Grantor ceases to exist.
Upon termination of the trust, all remaining trust property, less final trust Edministration expenses, to the extent not paid directly to the Trustee, shall be delivered to Atlintic Richfield Company or its successor, Section 16.
Immunity and Indemnification.
Th3 Trustee shall not incur personal liability of any nature in connection with any act or omission, that is made in good faith and does not constitute negligence or willful misconduct by the Trustee or its directors, officers, employees -or agents, in the cdminisation of this trust, or in carrying out any directions by the Grantor or the NRC issued in accordance with this Agreement. The Trustee shall be indemnified and saved hnmless from the trust fund from and against any personal liability to which the Trustee may be subject by reason of any act or conduct in its official capacity, including all cxpenses reasonably incurred in its defense, except for any such personal liability that is
- due to the negligence or willful misconduct of the Trustee or its directors, officers, i
cmployees or agents.
Section 17.
This Agreement shall be administered, construed, and enforced a'ecording to the laws of the State of Georgia.
Section 18.
Interoretation and Severabilitv.
As used in this Agreement, word 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 aff:ct the interpretation or the legal efficacy of this Agreement, if any part of this Agreement is invalid, it shall not affect the remaining provisions which will remain valid and enforceable.
.i
.wr vue sa rAA us.ao tu ove ses o4o e i,.sr.s A 16 007 6
IN WITNESS WHEREOF the panies have caused this Agreement to be executed by he respective officers duly authorized and the incorporate seats to be hereunto affixed and ettested as of the date first written above.
ATTEST THE BABCOCK & WILC X COMPANY E. MHooker'
Title:
Executive Vice President, Government Group Seal WACHOVIA BANK OF GEORGIA, N.A.
ATTEST
Title:
Seal:
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D h.Nr 01 fd OO6 i
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SCHEDULE A d
U.S. NUCLEAR REGULATORY COMMISSION LICENSE NUMBER i
SNM-2001 I
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NAME AND ADDRESS OF LICENSEE I
Tha Babcock & Wilcox Company 2220 Langhorne Road 4
P.O. Box 10548 Lynchburg, Virginia 24506-0548 i
ADDRESS OF LICENSED ACTIVITY l
Sheilow Land Disposal Area (SLDA). Situated off Pennsylvania State Route 66 along j
the Kiskimere Road approximately three miles southeast of Leechburg, Pennsylvania.
i COST ESTIMATE FOR REGULATORY ASSURANCES DEMONSTRATED BY THIS AGREEMENT t
- Tcn Million Dollars (510,000,000) e a
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l SCHEDULE B i
i As eithe exe:ution date, September 27,1995, this standby trust agreement does not i
r-quire the deposit of any funds.
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SCHEDULE C ESCROW ADMINISTRATION Acceptance Fee:
$ 500.00 Annual Administration:
Annual (or portion thereof) minimum Escrow Fee:
1,000.00 Annual Administration Fee:
5 per $1000 (Besed on fair market value of assets) d h
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h Sorcimen Certificate of Events i
a W:chovia Bank of Georgia, N.A.
Trust Services Division.
191 Peachtree Street, NW Atlanta;GA 30303
+
Gentleman:
In accordance with the terms of the Agreement with you dated September 27,1995, I of The Babcock & Wilcox Company, hereby certify that the following events i
hsv3 occurred:
1.
The Babcock & Wilcox company is required to commence the decommissioning of the licensed activity called the Shallow Land Disposal Area (SLDA) situated off Pennsylvania State Route 66 along the Kiskimere Road approximately three miles southeast of Leechburg, Pennsylvania.
2.
The plans and procedures for the commencement and conduct of the decommissioning have been approved by the United States Nuclear Regulatory Commission, or its successor, on A copy of the approvalis attached.
3.
The Board of Directors of The Babcock & Wilcox Company has adopted the attached resolution authorizing the commencement of the decommissioning.
i l
The Babcock & Wilcox Company 1
Title:
Date:
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R ES O L UTIO N I
RESOLVED, by the Board of Directors of The Babcock & Wilcox l
Company (the " Company"), that the Company has agreed, along with the Atlantic Richfield Company, to provide financial assurance to the United States Nuclear Regulatory Commission with respect to Parks Township Shallow Land l
Disposal Area decommissioning;
)
, RESOLVED FURTHER, that E. O. Hooker be hereby authorized in the name and on behalf of the Company, to take any and all actions, and to execute and deliver any and all agreements, documents ~and instruments, relating to the aforesaid matter, including, but not limited to the Standby Trust 1
Agreement; each such agreement, document and instrument to be in such form
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and to contain such terms, provisions, stipulations and conditions as the said j
E. O. Hooker shall approve, his approval to be conclusively evidenced by his i
execution and delivery thereof.
C ERTlFIC A T E I, the undersigned, Assistant Secretary of The Babcock & Wilcox Company, a D:;laware corporation, do hereby certify that the above and foregoing is a true and correct c:py of certain resolutions adopted by the Board of Directors of said corporation, pursuant to o consent in lieu of a meeting dated September 1,1995, and that said resolutions have not b :n vacated or recalled or amended and remain in full force and effect.
l IN WITNESS WHEREOF, I hereunto set my hand and affixed the seal of said ccrporation on this 1st day of September,1995.
l L
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Rdbert E. Stum f, Assistant Secre(tary l
RLE:\\ MINUTES #6\\91.B&WAEs l
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Bayerische Landesbank North American Region New York Stanch NOTICE OF AMENDMENT U.S. Nuclear Regulatory Commission Washington, DC 20555 Re:
' Irrevocable Letter of Credit No. 0015/95 Amount: $10,000,000.00 Maturity Date: September 26,1996 f
The undersigned, duly authorized officers of Bayerische Landesbank Girozentrale, acting through its New York Branch (the " Bank"), hereby advises you, with reference to.
Irrevocable Letter of Credit No. 0015/95 (the " Letter of Credit"; any capitalized term used herein and not defined shall have its respective meaning as set forth in the Letter of Credit) issued by the Bank in your favor, that:
(1)
At the request and for the account of Atlantic Richfield Company on behalf of Babcock & Wilcox Company, we hereby extend the date referenced in Paragraph Three of the Letter of Credit (as such date may have been extended previously from time to time) to September 26,1997.
(2)
We hereby delete the words 'or the " Uniform Commercial Code'" in Paragraph Seven.
(3)
Except as specifically provided in paragraphs (1) and (2) above, all of the terms and conditions of the Letter of Credit remain unchanged and in full force and effect; (4)
. This Notice of Amendment is an integral part of the Letter of Credit.
IN WITNESS WHEREOF, the undersigned, on behalf of the Bank, has executed and d: livered this Notice of Amendment as of the 26th day of September,1996.
Is D"';v"$"IusA BAYERISCHE LANDESBANK GIROZENTRALE, Acting through New York Branch aia.2
- esoo Teles:
TRT 17713o beyland nyk I
By:
By:
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Name:
Wilfried Freudenberger Name:
Feier Obermann air.s w ee7oiTREAsuRvi l
Title:
Executive Vice President
Title:
Senior Vice President and General Manager Manager Lending Division
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i BAYERNBANK NEWYORK g
Head Off6ce:
ARCOLC IoE"a*O'e'n*
Ph ne. e-8e 2171-o1
Bayerische Landesbank north a aric.a a.i.a i
New York Br.nch t
September 26,1996 U.S. Nuclear Regulatory Commission Washington, DC 20555 Ref:
Letter of Credit No. 0015/95 Amendment effective September 27,1997
$10,000,000 1
Gentlemen:
In reference to the above letter of credit, please be assured that at no time is the NRC without letter of credit coverage. The letter of credit expires on September 26,1997 at midnight and the letter of credit automatically renews on September 27,1997 at 12:01
~
c.m.
l Please contact Joanne Cicino at (212) 310-9834 ifyou have any questions.
Yours truly, BAYr.RISCHE LANDESBANK GIROZENTRALE New York Bran i
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\\
Wilfried Freudenbergel Peter OlMann Executive Vice President Senior Vice President i
and General Manager Manager Lending Division New Wrk, N.Y.10022. USA Phone:
212-310-9800 cc:
R.H. Hamade TRT 177130 baviend nyk Fes:
212 310-9841(GENERAW 1
212 310-9868 (CORP. FINJ 212 310 9870(TRE ASURY) g NRCLTR
- "L33 Cebse:
8AYERNBANK NEWYORK Head Office
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Bnenner Stresse 20 80333 M0nchen Germany
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Phone:49 89 2171-01 h kk UU U(Ub r
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80*! Nuclear Environmental Services, Inc.
1
'if a McDermott company P.O. Box 10548 Lynchburg. VA 24506-0548 l
(804) 948 4600 ESH96-033 Fax:(804) 948 4846 i
October 9,1996 i
Ms. Heather Astwood, Project Manager Low-Level Waste and Decommissioning Projects Branch Division of Waste Management TWFN 7F-27 U.S. Nuclear Regulatory Commission Washington, DC 20555-0001 f
Subject:
ParksSLDA-NonstandardFinancial Assurance SNM-2001 Docket No. 70-3085
References:
(a)
NRC (H.Astwood) letter to B&W NESI (P.Rosenthal), dated June 25,1996.
l (b)
B&W NESI (P.Rosenthal) letter ESH96-028 to NRC (H.Astwood), dated August 21,1996.
l
Dear Ms. Astwood:
This is in response to your letter of Reference (a) and is a follow up to my letter of Reference (b).
Enclosed for your records please find a Notice of Amendment to the Irrevocable Letter of Credit (LOC)
)
presently in effect for Parks SLDA. ' Die Notice of Amendment effectively extends the Letter of Credit to September 26,1997 and revises, as you requested in paragraph 3 of Reference (a), the paragraph which addresses governing credit standards for the LOC.
I have also enclosed a letter from Bayerische Landesbank to the NRC which states the bank's protocol in 1
executing the automatic renewal provision of the Letter of Credit. I trust that this will satisfy your l
concern expressed in paragraph 1 of Reference (a).
Please note that we have taken no action with respect to paragraphs 2, 4, and 5 of Reference (a) because it l
i is unclear what action, if any, is needed. I agree with your earlier suggestion that a conference call on this subject, including principal individuals from the NRC, ARCO and B&W may be in order. Please advise.
If you have any questions concernmg the enclosed documents, please do not hesitate to contact me.
Sincerely, l
Philip R. Rosenthal Senior Project Manager
Enclosures:
(1)
Notice of Amendment to irr: vocable Letter of Credit (No. 0015/95).
l (2)
Bayerische Landesbank letter to the US Nuclear Regulatory Commission, dated September 26,1996.
I cc:
w/ encl.
K.B. Schoen, ARCO J.R. Lewis, B&W R. Fulton, NOLA A
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9