ML20203C880
| ML20203C880 | |
| Person / Time | |
|---|---|
| Site: | Crane  |
| Issue date: | 02/04/1999 |
| From: | Matthews J MORGAN, LEWIS & BOCKIUS |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| NUDOCS 9902120280 | |
| Download: ML20203C880 (13) | |
Text
's;.;
1800 M Stmet. NI!,.
i Washinglon. DA 20n36-5869.
202 467-7000 6
@ LLP Fax: 202-46k7176 COUN$EL0R5 AT LAW John E. Matthews 202-467-7524 I
February 4,1999 10 CFR { 50.80 U.S. Nuclear Regulatory Commission ATTN: Document Control Desk
- Mail Stop O-Pl-17 i
Washington, DC 20555-0001 Re:
Three Mile Island Nuclear Station, Unit 1 (TMI-1)
' Facility Operating License No. DPR-50, Docket No. 50-289 License Amendment Request No. 278 :
Supplemental Information Submitted in Support of Proposed Licenne Transfer and Conforming Administrative License Amendments
Dear Sir / Madam:
On behalf of AmerGen Energy Company, LLC (AmerGen) and GPU Nuclear, Inc. (GPUN),
acting for itself and on behalf of Metropolitan Edison Company (Met-Ed), Jersey Central Power
- & Light Company (JCP&L), and Pennsylvania Electric Company (Penelec), this letter provides additional information relating to AmerGen's request for confidential treatment of certain proprietary information contained in Appendix D to the license transfer application dated i
December 3,1998. A redacted version of this appendix, suitable for public disclosure, was provided as Appendix DR to the application.
i As noted in the cover letter submitting supplemental information on January 11,1999, AmerGen was able to substantially reduce the amount ofinformation for which it had originally sought confidential treatment on December 3,1998. Therefore, the January 11,1999 submission included a revised version of Appendix DR suitable for public disclosure. This version redacted
- infonnation from just seven pages of the Asset Purchase Agreement, as follows: a portion of
~ Sections 3.3(a)(v), portions of Section 6.12(a), all of Sections 6.12(b)-(e), and portions of Section 8.l(c)(3). Portions of Schedule 1 to the Deal Strike Price Agreement provided as Exhibit F and the entire Nuclear Decommissioning Master Trust Agreement provided as Exhibit J were also l.
redacted. Enclosed are copies of the pages which have been redacted, which can be used to readily identify the information in Appendix D for which AmerGen continues to maintain its reauest for confidential treatment.
PDR ADOCK 05000289 3 g()Dl i 9902120280 990204 A
gsam in ws Angeles Maard Harnsburg Pittstxsrgh Pnnceton London Brussets Frankfurt T kyo Singapore Jakarta
fe z' i-US. Nuclear Regulatory Commission February 4,1999 l
Page Two Please place a copy of this letter and the enclosed pages with each copy of Appendix D, as submitted on December 3,1998, so that all holders of copies of Appendix D will be able to j
readily identify the infonnation which is intended to be kept confidential. If you have any i
questioss conceming this matter, please do not hesitate to call me at 202-467-7524.
i Sincerel i
/
f
/
s 1
John E. Matthews i
Enciasure 1
q cc:
Administrator, Region I i
TMI Senior Resident Inspector
{
TMI-1 Senior Project Manager l
GPUN File No. 98152 '
Service List l
I l.
i
)
I i
0 -
f w
+ -
w
I 4
REDACTED REDACTED TEXT IS CONFIDENTIAL INFORMATION WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR { 2.790 AND 9.17(a)(4) 3.3 Adiustment to Purchase Prieg. (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):
I (i) The Purchase Price shall be adjusted to account for the items prorated as of the Closing Date pursuant to Section 3.5.
(ii) The Purchase Price shall be adjusted if the Closing Date occurs on a date other 1han December 31,1999, as set forth on Schedule 3.3(a)(ii).
(iii) The Purchase Price shall be increased by the amount expended by Sellers between the date hereof and the Closing Date for capital additions to or replacements of property, plant and equipment included in the Purchased Assets and other expenditures or repairs on property, plant and equipment included in the Purchased Assets that are capitalized by Sellers in accordance with their normal accounting policies, provided, that such expenditures (A) are not described in the capit:d budgets listed on Schedule 6.1, (B) are not required (1) for the customary operation and maintenance of TMI-1, (2) to replace equipment which has failed for any other reason, or (3) to comply with applicable laws, rules
]
and regulations and (C) Buyer has specifically requested or approved such expenditures in writing ("Caoital Excenditures"). Nothing in this paragraph should be construed to limit Sellers' rights and obligations to make all capital expenditures necessary to comply with NRC licenses and other Permits.
(iv) The Purchase Price shall be adjusted from time to time following the Closing Date by the payment of an amount (the " Deal Strike Price Adjctiment") for the period of J uuary 1,2002 through December 31, 2010, under the Deal Strike Price Adjustment Agreement.
(v) In the event the assets of any of the Nonqualified Decommissioning Funds are retained by Sellers after the Closing pursuant to Section 6.12(c), the Purchase Price shall be adjusted downward by an amount equal to the sum of(i) the net present value of the tax on the Net Unrealized Gains of such retained assets at Closing using a discount rate of an assumed tax rate of and assuming that all Net Unrealized Gains are realized in 2014, and (ii) the amount in clause (i) divided by (vi) The Purchase Price shall be adjusted downward by Five Million Dollars l
(55,000,000) on the Closing Date to account for anticipated repairs or replacement of the Facility's low pressure turbines.
I 30 i
REDACTED I
i REDACTED REDACTED TEXT IS CONFIDENTIAL INFORMATION WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR Qj 2.790 AND 9.17(a)(4)
Agreement. If no such settlement is reached within sixty (60) days after Sellers have notified Buyer of such taking, then Buyer or Sellers may terminate this Agreement pursuant to Section 9.l(g).
(c)
If, before the Closing Date all or any portion of the Purchased Assets are damaged or destroyed by fire or other casualty, Sellers shall notify Buyer promptly in writing of such fact. If such damage or destruction would create a Material Adverse Effect and Sellers have not notified Buyer of their intention to cure such damage or destruction within fifteen (15) days after its occurrence, Buyer and Sellers shall negotiate in good faith to settle the loss resulting from such casualty (including, without limitation, by making a fair and equitable adjustment to the Purchase Price) and, upon such settlement, consummate the transactions contemplated by this Agreement pursuant to the terms of this Agreement. Ifno such settlement is reached within sixty (60) days after Sellers have notified Buyer of such casualty, then Buyer may tenninate this Agreement pursuant to Section 9.1(g).
6.12 Decommissioning Funds.
(a)
Between the date hereof and the Closing Date, Sellers will make additional cash deposits from time to time to the Qualified Decommissioning Funds and the Nonqualified Decommissioning Funds such that, on the Closing Date, Sellers shall have accumulated assets in the Decommissioning Funds with an aggregate Fair Market Value of $320 million ("Iolal EMY"). Between the date hereof and the Closing Date, Sellers shall make additional cash
~
deposits to the Qualified Decommissioning Funds equal to as much of the Total FMV as is eligible to be contributed during such period to the Qualified Decommissioning Funds under Code section 468A and applicable Treasury Regulations as they exist on the Closing Date. On or before the Closing Date, Sellers shall make additional cash deposits to the Nonqualified Decommissioning Funds such that the aggregate Fair Market Value of the assets of the Nonqualified Decommissioning Funds equals the difference between the Total FMV and the aggregate Fair 1
Market Value of the assets of the Qualified Decommissioning Funds. To the extent that the aggregate Fair Market Value of the assets of the Qualified Decommissioning Funds as of the Closing Date is greater than $
. Seilers' required Fair Market Value asset accumulation to be contained in the Non-Qualified Decommissioning Fund of $
(such that the Total FMV equals $320 million) shall be decreased by $
for every additional dollar that the Qualified Decommissioning Fund is above $
million. To the extent that the aggregate Fair Market Value of the assets of the Qualified Decommissioning Funds as of the Closing Date is less than S
, Sellers' required Fair Market Value asset accumulation to be contained in the Non-Qualified Decommissioning Fund of S (such that the Total FMV equals $320 million) shall be increased by $
for every additional dollar that the Qualified Decommissioning Fund is below S million. In the event the Closing Date occurs other than on December 31, 1999, the Total FMV and the respective amounts of each Decommissioning Fund shall be adjusted 70 REDACTED
REDACTED TEXT IS CONFIDENTIAL INFORMATION WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR { 2.790 AND 9.17(a)(4) up or down as the case may be using an annual after-tax, net of expenses, rate of return of percent ( %).
REDACTED 71
REDACTED TEXT IS CONFIDENTIAL INFORMATION WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR l 2.790 AND 9.17(a)(4)
REDACTED 72
REDACTED TEXT IS CONFIDENTIAL INFORMATION WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.790 AND 9.17(a)(4).
\\
REDACTED i
i 73
4 REDACTED TEXT IS CONFIDENTIAL INFORMATION WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR { 2.790 AND 9.17(a)(4) 1 REDACTED 6.13 Soent Fuel Fees. Between the date hereof and the Closing Date, and at all times thereafter, Sellers will pay all Spent Fuel Fees and any other fees associated with electricity generated at TMI-l and sold prior to the Closing Date, and Buyer shall have no liability or responsibility therefor. Buyer shall pay and discharge all fees and expenses associated with the nuclear fuel consumed in TMI-1 and sold from and after the Closing Dap, and Sellers shall have no liability or responsibility therefor. Buyer shall assume title to, and responsibility for the storage and disposal of the spent nuclear fuel in TMI-l as of the Closing Date. Sellers shall assign to Buyer the DOE Standard Spent Fuel Disposal Contract and shall provide the required notice to DOE within 90 days of transfer of title to spent fuel.
6.14 Deoartment of Enerev Decontamination and Decommissioning Fees. Sellers will continue to pay all Department of Energy Decontamination and Decommissioning Fees relating to nuclear fuel purchased and consumed at TMI-l prior to the Closing Date, including but not limited to all annual Special Assessment invoices to be issued after the Closing Date by the Depanment of Energy, as contemplated by its regulations at 10 CFR Part 766 implementing Sections 1801,1802, and 1803 of the Atomic Energy Act.
6.15 Cooneration Relating to insurance and Price-Anderson Act. Sellers shall cooperate with Buyer's efforts to obtain insurance, including insurance required under the Price-Anderson Act with respect to the Purchased Assets. Buyer will, to the extent available, obtain separate insurance en the Purchased Assets. If, however, insurers do not agree to separately insure TMI-l and TMI-2, 74
\\
DEDACTED REDACTED TEXT IS CONFIDENTIAL INFORMATION WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR f 2.790 AND 9.17(a)(4)
Indemnitee's reasonable expenditures in undertaking the mitigation (together with interest thereon from the date of payment thereof to the date of repayment at the " prime rate" as published in The Wall Street Journal).
(ii) Any Indemnifiable Loss shall be net of(i) the dollar amount of any insurance or other proceeds actually received by the Indemnitee or any ofits Affiliates with respect to the Indemnifiable Loss, and (ii) income tax benefits to the Indemnitee, to the extent realized by the Indemnitee, but such net amount shall be increased to give effect to the Income Taxes attributable to the receipt of any indemnification payments hereunder. Any Party seeking indemnity hereunder shall use best efforts to make claims (including both costs of defense and indemnity) under applicable insurance policies with respect to any such Indemnifiable Loss.
(iii) Sellers' liability and obligation to Buyer for an Indemnifiable Loss relating to, resulting from or arising out of(A) a breach ofrepresentation or warranty (other than with respect to Taxes and Tax Retums, environmental matters or the matters set forth in Sections 4.22 and 4.23 hereof) shall be the amount thereofin excess of $
in the aggregate (cumulative) up to the amount of
($
) and must be asserted by Buyer on or before the first anniversary of the Closing Date, and (B) a breach of representation or warranty with respect to environmental matters under Section 4.10 of the type described in Section 2.4(g)(v) or (vi) hereof shall be the amount thereofin excess of in the aggregate (cumulative) up to the amount of
($
) and must be asserted by Buyer on or before the second anniversary of the Closing Date. Nothing in this subparagraph (iii) is intended to modify or limit Sellers' liability or obligation hereunder for any other Indemnifiable Loss or to constitute an assumption by Buyer of any Excluded Liability.
l (d)
The expiration or termination of any representation or warranty shall not affect the Parties' obligations under this Section 8.1 if the Indemnitee provided the Person required to provide indemnification under this Agreement (the " Indemnifying Party") with proper notice of the claim or event for which indemnification is sought prior to such expiration, termination or extinguishment.
(e)
Except to the extent otherwise provided in Article IX, the rights and remedies of Sellers and Buyer under this Article VIII are exclusive and in lieu of any and all other rights and l
remedies which Sellers and Buyer may have under this Agreement or otherwise for monetary relief, with respect to (i) any breach of or failure to perform any covenant, agreement, or representation or warranty set forth in this Agreement, after the occurrence of the Closing, or (ii) the Assumed Liabilities and Obligations or the Excluded Liabilities, as the case may be. The indemnification s
83 Y
REDACTED
Frhihlt F 4
\\
DEAL STRIKE PRICE AGREEMENT by and among AMERGEN ENERGY COMPANY, LLC and METROPOLITAN EDISON COMPANY, PENNYSLVANIA ELECTRIC COMPANY, AND JERSEY CENTRAL POWER & LIGHT COMPANY Dated as of October 15,1998 1
l i
\\
4 4
I SCHEDULE 1 l
l 1
Market REDACTED Price Cap (S/MWh) i i
i SCHEDULE 2 Deal Stnke Price REDACTED (5/MWh) 1 l
t
{
i 1
L. :-
l Exhibit J
)
i l
I 1
NUCLEAR DECOMMISSIONING MASTER TRUST AGREEMENT i
l NOTE:
The Nuclear Decommissioning Master Trust Agreement contains confidential proprietary commercial and financial I
information which is being withheld from public disclosure j
pursuant to 10 CFR QQ 2.790 and 9.17(a)(4).
l I
I s
i -
h-1L' Y
4 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION IN THE MATTER OF DOCKET NO. 50-289 GPU NUCLEAR INC.
LICENSE NO. DPR-50 CERTIFICATE OF SERVICE This is to certify that a copy of Supplemental Information Submitted in Support of the Proposed License Transfer and Conforming Administrative License Amendments, including License Amendment Request No. 278, to the Facility Operating License and
. Technical Specifications for Three Mile Island Nuclear Station Unit 1, has, on the date given below, been served on the parties listed below, by deposit in the United States mail, addressed as follows:
David R. Lewis, Esq.
Shaw, Pittman, Potts & Trowbridge 2300 N Street, N.W.
Washington,DC 20037 Office of the Secretary U.S. Nuclear Regulatory Commission Attn: Rulemakings & Adjudications Staff Washington, D.C. 20555 Office of the General Counsel U.S. Nuclear Regulatory Commission Washington,DC 20555 i
Office of Commission Appellate Adjudication U.S. Nuclear Regulatory Commission Washington, DC 20555 By:
[
JoffriE~Matthews rgan, Lewis & Bockius LLP Counsel foi AmerGen Energy Company, LLC February 4,1999 u