ML20207H455

Forwards for Filing Application for Transfers & Amends of Certain 10CFR110 Export Licenses Listed in Attached Exhibit a, 10CFR110 Export Licenses Held by W Div of CBS Corp, Pages 1-3

ML20207H455
Person / Time
Site:	05000540
Issue date:	02/24/1999
From:	Mcdonough E WESTINGHOUSE ELECTRIC COMPANY, DIV OF CBS CORP.
To:	Hauber R NRC OFFICE OF INTERNATIONAL PROGRAMS (OIP)
References
EFM-99-0035, EFM-99-35, NUDOCS 9903120334
Download: ML20207H455 (18)

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NEW YORK. NEW YORK 10019-6188 Letter No. EFM-99-0035 ,

February 24,1999 X k [d 7-WM4 S ,

Mr. Ro'nald D. Hauber, Director [p, ^-

Division of Non-Proliferation, Exports (

and Multilateral Relations v. b '

Office ofInternational Programs

~ U.S. Nuclear Regulatory Commission 1

Washington, D.C. 20555-0001 l

Noted Copy: U.S. Nuclear Regulatory Commission, Document Control Desk Re: Application for Transfers and Amendments of Export Licenses Dear Mr. Hauber-Enclosed for filing is an Application for Transfers and Amendments of certain 10 CFR Part 110 expon licenses (the " Export Licenses") more specifically listed on the attached Exhibit A, "10 CFR Part 110 Export Licenses Held by the Westinghouse Electric Company Division of CBS Corporation," pages 1-3. The filing is necessitated by the sale j (with certain exceptions) of the assets of the nuclear and government operations business )'

of CBS Corporation, formerly Westinghouse Electric Corporation (hereinafter "CBS")',

to Morrison Knudsen Corporation and BNFL USA Group, Inc. (the " Purchasers"). The Purchasers have considerable expertise in the nuclear and government operations business. j j

This Application requests that the Nuclear Regulatory Commission ("NRC") acknowledge and approve the transfers of the Export Licenses listed on Exhibit A, and the related  ;

amendments associated with the transfers, to one of the three new companies that has been formed by the Purchasers to effect the closing of the sale transaction (the " Transferee Company") The Transferee Company, which will have transferred to it and will assume e.; j (with certain' exceptions) the CBS commercial nuclear business, was formed in Delaware '

on December 30,1998 under the name " Energy Systems Acquisition Company LLC." Onh. j the date of the closing of the sale transaction, the Transferee Company will change its g 11 name to " Westinghouse Electric Company LLC" ("WELCO"). It is therefore requested %  : i that the NRC amend the Export Licenses, effective as of the closing date of the sale g $. [

transaction and in the manner further described below, to be in the name of WELCO.

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8 - Westinghouse Electric Corporation changed its name to CBS Corporation on December 1,1997.

9903120334 990224 ~_ ,

PDR XPORT- d XR-0107- PDR ,

Mr. Ronald D. Hauber, Director

~ Division of Non-Proliferation, Exports -

and Muhilateral Relations.

Office ofInternational Programs U.S. Nuclear Regulatory Commission February 24,1999 Page The proposed transfers of the Expon Licenses resulting from the sale transaction will not involve any change in the operating organization, location, facilities, equipment or procedures currently residing in the CBS commercial nuclear business associated with the licensed activities. Current CBS employees responsible for licensed activities will become Transferee Company employees and will continue to be responsible for such activities after the transfers. The Transferee Company will meet all requirements for a NRC licensee and holder ofExpon Licenses and will agree to abide by all commitments and representations made to the NRC prior to the transfers, as well as all of the terms and conditions of the Export Licenses.

By letters dated September 28,1998, as amended by letters dated January 18,1999 and February 22,1999, CBS filed Applications with the NRC for Transfers and Amendments ofvarious Materials Licenses, Quality Assurance Program Approvals and Certificates of Compliance to the Transferee Company (WELCO as of the closing date) and the second of the three companies formed by the Purchasers, also in Delaware on December 30, 1998, under the name MK WGS LLC." This company, which will change its name to .

" Westinghouse Goverrunent Services Company LLC" ("WGS") on the date of the closing of the sale transaction, will have transferred to it and will assume the DOE and DOD defense program missions of the CBS government operations business. 2 One of the existing CBS operating divisions, the ElectroMechanical Division, located in Cheswick, PA ("EMD") and engaged in both DOD and commercial nuclear activities, currently operates under certain of the Expon Licenses that are the subject of this Transfer Application.. EMD will be transferred to WGS (name as of the closing date) and not to the Transferee Company as_ pan of the closing of the sale transaction. However, after the closing of the sale transaction, it is contemplated that the Transferee Company, and not WGS, will maintain responsibility for EMD's NRC licensed commercial export activities

under those Export Licenses currently used by EMD, including responsibility for

. generating and maintaining all records under the Expon Licenses required by NRC regulations. Accordingly, it also is requested that the NRC amend all non-fuel related Expon Licenses, as listed on Exhibit A, being transferred to the Transferee Company to add Westinghouse Government Services Company LLC (name as of the closing date) as an additional supplier on each soch transferred license.

2 The third of the three companies formed to effect the sale transaction also was formed also in Delaware

. on October 9,1998, under the name MK/BNFL GESCO LLC. As of the closing date this company will be re-named Westinghouse Government Emironmental Services Company LLC ("WGES"). WGES will be dedicated to the emironmental and waste management actisities of the CBS government operations

. business; and no NRC or Agreement State licenses, approvals or cenificates will be transferred to or j possessed by WGES.

Mr. Ronald D. Hauber, Director Division of Non-Proliferation, Exports -.

and Multilateral Relations Office ofInternational Programs  !

- U.S. Nuclear Regulatory Commission February 24,'1999 Page . 3 --

Funher, for those Export Licenses listed on Exhibit A that are identified by an asterisk, it is requested that the NRC also amend such licenses by extending the expiration date of the licenses to the specific extension date stated on Exhibit A for each such identified license.

~ Additional details on the sale transaction giving rise to the instant Application are provided

- in the attached Exhibit B, "Information for Transfer of CBS Export Licenses and i Authorizations and Description of the Sale Transaction" and Appendix 1, " Revised Organization Chart, dated January 18,1999." Also attached as Exhibit C is a copy of a letter from the Transferee Company to the NRC dated January 18,1999 " Confirming  !

' Agreements to Assume Commitments,' Responsibilities and Liabilities" with respect to the l licenses to be transferred to it on the closing date of the sale transaction. .

CBS further requests that, also effective as of the closing date of the sale transaction, the NRC consider that any other pending applications for approvals or amendments with  !

respect to the Export Licenses which are the subject of this Application, or any pending applications for approvals of new export licenses, be considered as the pending applications of the Transferee Company.

I The transfers and amendments of the Export Licenses, as described herein, will be

- effective as of the closing date of the sale transaction. It is currently contemplated that the closing date will occur during March 1999. CBS will keep the NRC informed of the actual calendar day on which the closing date occurs.

CBS would appreciate the NRC sending a written confirmation of this letter indicating its intent to process the requested amendments of the Export Licenses requested by this ,

Application upon notification that the closing date of the sale transaction has occurred.

t CBS also would appreciate the NRC copying the individuals on the attached list on any correspondence related to the Application.

- Enclosed is a check in the amount of $4,'600.00 in payment of fees for processing the required amendments to the affected Export Licenses, as set forth in 10 CFR Part 170.

I Should there be any questions regarding this matter please contact me at: (412) 374-4754, Fax: (412) 374-3212, email medonoef@ westinghouse.com.

f k flDek Edward F. McDonough, Sr. License ~ Administrator, Export Compliance r ,

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e 8 Mr. Ronald D. Hauber, Direct:r Division of Non-Proliferation, Exports

' and MultilateralRelations i

Office ofInternational Programs U.S. Nuclear Regulatory Commission February 24,1999 -

Page Additions to Correspondence List I l

4 Lisa A. Campagna, Esq.

Westinghouse Electric Company, a division ofCBS Corporation P.O. Box 355 Pittsburgh, PA 15230-0355 l

l Barton Z. Cowan, Esq.

Eckert Seamans Cherin & Mellott, LLC '

600 Grant Street,44* Floor i

, Pittsburgh, PA 15219 Mark D. Herlach, Esq.

Sutherland Asbill & Brennen L.L.P.

1275 Pennsylvania Avenue, NW Washington, DC 20004-2415

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I EXHIBIT A 10 CFR PART 110 LICENSES HELD BY CBS CORPORATION

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e EXHIBIT A 10 CFR PART 110 EXPORT LICENSES HELD BY THE WESTINGHOUSE ELECTRIC COMPANY OF CBS CORPORATION '

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PLANT LICENSES I LICENSES COUNTRY PLANT ITEMS EXPIRATION ,

License Last DATE Number Amendment XR-081 10 Brazil ANGRA 1 Plant and components September 19,2002 l XR-107 4 Republic cf Slovenia KRSKO Plant and components Ate at 6, 2014 COMPONENT LICENSES  :

XCOM-1014 10 CFR 110.26 Not plant specific All 10 CFR 110 Appendix A items December 31,2000 l countries, Portugal (5) through (9) extend to December 31,2020  !

XCOM-1032 2 Bulgaria Kozioduy 1-5 10,000 mechamce! plugs December 31,2000 extend to

, December 31,2005  ;

1 Armenia Medzamor 1 & 2 5,000 mechanical plugs December 31,1999 '

XCOM-1047 extend to December 31,2010 1 Ukrame All Plants 6,500 mechamcal plugs December 31,2000 extend to December 31,2020 XCOM-1072 Mexico Laguna Verde 1 & 2 All 10 CFR 110 Appendix A items December 31,2000 t (5) through (9) extend to  !

December 31,2020 XCOM-1078 Czech Republic WER Plants l 1 I&C and fuel assembly components December 31,2001  ;

XCOM-1082 Czech Republic All plants All 10 CFR 110 Appendix A items December 31,2005

• l (5) through (9) extend to December 31,2020 l XCOM-1093 1 Ukrame All plants All10 CFR 110 Appendix A items December 31,2010

• i (5) through (9) extend to December 31,2020 XCOM-1094 Russia All plants One l&C system June 30,2000 extend to December 31,2020  ;

XCOM-1102 Brazil INB Fuel 25 zirconium tubes, for now December 31,2010 Manuf1mturing December 31,2020 XCOM-1111 China All plants All 10 CFR 110 Appendix A items July 23,2015 r (5) through (9)

L';OM-1113 Hungary PAKS Mechanical plugs, for now Etamber 31,2020 t l

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EXHIBIT A 10 CFR PART 110 EXPORT LICENSES HELD CY THE WESTINGHOUSE ELECTRIC COMPANY OF CBS CORPORA FUEL LICENSES LICENSES ' COUNTRY PLANT ITEMS EXPfRATION License Last '

Number ~DATE Amendment XSNM-1045 6 Spam 7 5355' 105,526.5 Kgs U contammg June 27,2014

_ _, 3,704.1 Kos U235 XSNM-1185 Spam Vandellos 2 73,173 Kgs U contammg 1,917 Kgs June 27,2014.

, U235 1 Taman Lunwrian 1 500,000 Kgs U contammg 25,000 June 21,2014 XSNM-1719 Kgs U235 -

1 Taman Lu'igman 2 500,000 Kgs U contammg 25,051 June 21,2014 Kos U235 XSNM-2009 1 Taman Maanshan 1 & 2 195,000 Kgs U contaming 9,750 June 21,2014

_ Kos U235 Czech Repubhc Temelm 1 171,000 Kgs U contammg 7,635 December 31,2010 XSNM-2785 Kos U235 Czech Repubhc Temehn 2 171,000 Kgs U contammg 7,695 December 31,2010 Kas U235 Tawan Maanshen 1 86,582 Kgs U contaiaing 3,810 Kgs December 31,1999 XSNM-2885 U235 Tawan Maanshan 2 66,326 Kgs U contammg 2,918 Kgs December 31,1999 U235 XSNM-3006 1 Repubhc of Slovensa KRSKO 134,700 Kgs U contarung 400 Kgs December 31,2008 U235 XSNM-3014 Tawan Maanshan 1 & 2 473,561 Kgs U containmg 27,678 December 31,2010 -

Kos U235 XSNM-3016 Japan Ohi 1 8,000 Kgs U contammg 400 Kgs June 30,1999 U235 XSNM-3022 Brazil ANGRA 1 71,000 Kgs U containmg 3,195 kgs December 31,2000 U235 '

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EXHIBIT A 10 CFR PART 110 EXPORT LICENSES HELD OY THE WESTINGHOUSE ELECTRIC COMPANY OF CBS CORPORATION '

New Westinghouse Export License App!ications COMPONENT LICENSES l LICENSES COUNTRY PLANT ITEMS . EXPIRATION Licc

• se Last DATE haneber Amendment XCOM-1085 South Africa Koeberg 1 & 2 Add 10 CFR 110 Appendix A items Pendmg sece (5) through (9) November 18,1993 XCOM-1094 1 Russia All plants AdditionalI&C systems and/or all Pendmg smce 10 CFR 110 Appendix A items (5) August 4,1994 through (9)[open]

License approved but not completely [still open]

XCOM-1102 Brazil ANGRA - INB Fuel Add 10 CFR 110 Appendix A items Pendog smco Manufacturing (5) through (9)[open] October 16,1996 IJcense approved but not 4

cGiv,/.;;;;i[still open]

XCOM-1113 Hungary PAKS 10 CFR 110 Appendix A items (5) Pendmg smce through (9)[open] May 22,1998 License approved but not con,p:c;;;i[still open]

~'50M X 1116 Bulgaria Kozioduy Units 1 to 6 Mechanical plugs Pendmg smce and future plants as August 6,1998 well FUEL LICENSE XSNM-3034 China ' Daya Bay 1 & 2 203,412 Kgs U contammg 9,150 l Pendog smce Kos U235 l April 13,1998

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EXHIBIT B i

INFORMATION FOR TRANSFER OF CBS EXPORT

LICENSES AND AUTHORIZATIONS -

AND DESCRIPTION OF THE SALE TRANSACTION i

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A. Name of Tran=feree:

Energy Systems Acquisition Company LLC (currently); Westinghouse Electric Company LLC, ("WELCO") (as of the closing date of the sale transaction).

B. The Address Will Be:

Westinghouse Electric Company LLC.

P.O. Box 355 Pittsburgh, PA 15230-0355 l

C. The Exoort License Contar+:

The export license contact ~ and telephone number to facilitate communications will continue to be: -

Mr. Edward F. McDonough Sr. License' Administrator Export Compliance P.O. Box 355 Pittsburgh, PA 15230-0355 -

Telephone: (412) 374-4754-Fax: (412) 374-3212 i

D. Description of the Sale Trancaction and the Transferred Busineseas I The Purchasers will acquire (with certain exceptions described below) the nuclear  ;

and govemment services businesses of CBS. Included in the businesses and assets to be acquired are those operations currently located within the Energy Systems Business Unit

("ESBU") of CBS, including the on-going nuclear-related research, development, and other operations conducted at the CBS Science and Technology Center ("STC"), and the  !

Government and Environmental Services Company (" Government Operations") of CBS.  ;

i MK is an international engneering and constmetion company, incorporated under_ l the laws of Ohio. MK has annual revenues ofover $1.6 billion, an order backlog of $3.7 billion and net assets of $343 million as of November 30,1997. MK idisted on the New l

York Stock Exchange with an ' equity market value of over $600 million and employs 8,500 people. MK provides a wide range of engince;ing, constmetion and construction l management senices to customers worldwide in the nuclear remediation, heavy civil, ,

industrial, power, mining and environmental maintenance and service markets. MK also l provides scientific, engineering, construction and maintenance services to the U.S.

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' Government, including the Department of Energy (" DOE"), which is its largest customer, )

and the Department of Defense ("DOD"). I 1

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British Nuclear Fuels plc ("BNFL") is a global t derin the nuclearindustry,  !

operating across the entire nuclear fuel cycle. It also is , abstantial generator ofnuclear

,. - power in the United Kingdom ("UK"). BNFL, which is w ally owned by the UK l

Government, has annual revenues of approximately $2.5 bihion, with an order backlog of i around $20 billion. ~ In the United States, BNFL operates through BNFL USA Inc., hs wholly owned U.S. subsidiary ("BNFL USA"). BNFL USA is incorporated under the

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L laws of Delaware. BNFL USA, in turn, operates through two wholly' owned subsidiaries,

. BNFL Inc., and BNFL Nuclear Services Inc. ("BNFL Nuclear Services"). Each of these j

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subsidiaries is incorporated under the laws of Delaware. BNFL Inc. has approximately  ;

800 employees (95 percent ofwhom are U.S. citizens) and a current order backlog of j l approximately $9 billion. BNFL Nuclear Services has been formed in connection with the i

! sale transaction to own the BNFL interest in WELCO. BNFL Inc. has worked closely' I with Govemment Operations at a number of DOE facilities, including Savannah River (currently managed by Westinghouse Savannah River Company). BNFL and BNFL Inc.

have a substantial relationship with ESBU with respect to nuclear fuel manufacturing and other nuclear activities.-

t The Purchasers have formed three new companies to operate the businesses and assets to be transferred as part of the sale transaction, two ofwhich will conduct NRC l licensed activities. On the Closing Date, the first company, WELCO, will have transferred i

to it and will operate (with certain exceptionsl) the CBS commercial nuclear businesses now operated by ESBU. In addition, the ESBU-related operations at STC will be leased and operated by WELCO.

Each of the two other new companies has been formed and on the Closing Date will have transferred to them and will operate different specific components of the CBS 1 Excluded from the assets and operations to be transferred as part of the sale transaction are those nuclear related assets and operations involving facilities currently owned by CBS that are inactive and are in the process of being

decontaminated and decommissioned. CBS will continue to hold the licenses related to these operations and facilities and to be responsible for j decontamination and decommissioning of such inactive operations. (The i facilities and the associated licenses to be retained by CBS are

License No. TR-i

' 2 associated with the Westinghouse test reactor, License No. 37-00497-15 for  !

the Forest Hills Site and License No. 040-08976 associated with the former i

. Westinghouse Lamp Manufacturing Facility in Bloomfield, NL). CBS also submitted on September 28,1998 requests for amendment of these licenses with i

! the NRC to reflect its retention of these licenses. In addition, in accordance i with the Asset Purchase Agreement ("APA") reflecting the sale transaction,'

} CBS 'will remain financially responsible for decontamination and 1 decommissioning of certain aspects of the facilities whose licenses are the j subject of a related application for transfers and amendments oflicenses,  !

p approvals and certificates filed concurrently with thi Application.

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I government services business currently operated by Government Operations and engaged in managing facilities under contract with DOE and DOD, as well as the CBS Electro-  !

Mechanical Division ("EMD") located in Cheswick, Pennsylvania. One of those companies, to be named Westinghouse Government Services Company LLC ("WGS"),

was incorporated in Delaware on D-=he 30,1998 as a limited liability company under the name MK WGS LLC. The name of this company will be changed to Westinghouse Government Services Company LLC on the Closing Date.- WGS will be dedicated to the defense program missions of the DOE and DOD. WGS will have transferred to h and will directly own 100% of the Westinghouse Savannah River Company and its 100% owned subsidiary, Westingbouse Safety Management Solutions. WGS also will have transferred to it and will operate EMD, which holds three NRC licenses at its Cheswick, Pennsylvania facility. WGS also will have responsibility for future defense programs contracts awarded to the Purchasers.

The other company, to be named Westinghouse Government Environmental Services Company LLC ("WGES"), was incorporated in Delaware on October 9,1998 as a limited liability company under the name MK/BNFL GESCO LLC. The name of this company will be changed to Westinghouse Government Environmental Services Company LLC also on the Closing Date. WGES will be dedicated to environmental remediation and waste management activities of Government Operations. Accordingly, on the Closing Date it will have transferred to it and will operate the assets of the Westinghouse Government Technical Services Division and will hold the existing contracts of Govemment Operations for West Valley Nuclear Services, the Waste Isolation Division,

- Safe Sites of Colorado and Anniston. No NRC or Agreement State licenses, approvals or certificates will be transferred to or possessed by WGES.

Upon the approval of the NRC (or applicable Agreement State) of the requests set

) forth in this and related applications, each of WELCO and WGS also will have transferred to it the licenses, approvals and certificates associated with the businesses and operations I to be transferred to it.

WELCO will be 100% owned by BNFL Nuclear Services. Although MK will fue no economic interest in WELCO, MK is committed to the overall success of WELCO.

WGS will be 100% owned by MK. BNFL Nuclear Services will have a passive economic right to 40% of the profits and losses ofWGS, other than those arising from the WGS '

interest in WGES. WGES will be owned 60% by WGS and 40% by BNFL Nuclear Services. The economic interests of MK and BNFL Nuclear Services in WGES will be proportional to their ownership interests, 60% for MK and 40% for BNFL Nuclear Services. The structure of the companies and the transaction is depicted on the Revised Organization Chart dated January 18,1999, attached hereto as Appendix 1.

WELCO, WGS and WGES plan to share certsin general and administrative services in order to provide such services in the most efficient and cost effective manner.

Many such services currently are located in ESBU. In the future, such services for WGS l and WGES may be provided internally, externally by one of the other formed compames, 4 l

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i by MK or BNFL Nuclear Services, or by an outside contractor. It currently is contemplated that WELCO will continue to provide services for itselfin a manner similar to the way such services are being provided for ESBU.  ;

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The CBS businesses to be transferred supply services, fuel and equipment for the l nuclear energy market, and management and related operating services at government-owned facilities. '

ESBU The Energy Systems Business Unit of CBS, with approximately 6,000 ,

employees, provides products and services to the nuclear utility industry, including nuclear l fuel, operating - and _ maintenance services, and repair and replacement parts and  !

components. ESBU r.lso designs, builds, upgrades, modernizes and decommissions nuclear power plants. In addition, ESBU also provides marketing, design, technical, regulatory and licensing services for the CBS spent fuel cask business.  ;

Government Operations. - CBS, through various divisions and subsidiaries ofits  !

Government Operations business, with approximately 17,000 employees, manages the l operation of nuclear-related facilities for the DOE, including, among others, (i) the Savannah River Site in South Carolina (since 1989), (ii) the West Valley Demonstration Project in West Valley, New York (since 1971) and (iii) the Waste Isolation Pilot Project near Carlsbad, New Mexico (since 1985). The principal mission of these facilities is the remediation, waste management and safe management of the U.S. nuclear materials inventory. Government Operations also supports the U.S. Navy nuclear propulsion program, including through EMD. Government Operations also is currently managing the constmetion, operation and eventual decommissioning of the Anniston Chemical Agent Disposal Facility near Anniston, Alabama for the DOD and is involved in the manufacture of the new CBS multi-purpose, spent commercial nuclear fuel canister.

Science and Technolony Center (STC). Certain research and development functions located at STC primarily related to operations of the commercial nuclear businesses of CBS also will be transferred to WELCO as part of the sales transaction.

WELCO will lease from CBS and operate the assets associated with these functions.

E. Organization and Govemance There will be no changes in per',onnel having control oflicensed activities. The principal officers and the Board of Directors of WELCO will take the place of the current principal officers and Board of Directors of CBS. There will be five directors of WELCO, including the current ESBU president. The currer.t Chief Executive Officer ("CEO") of BNFL ple will serve as the Chairman of the WELCO Board of Directors. On the Closing Date, the current president of ES3U, who is a U.S. citizen, will become President and ChiefExecutive Officer ofWELCO2.  !

2 Ian Duncan will serve as President of WELCO under its current name, Energy  :

Systems Acquisition Company LLC, until the Closing Date.

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There will be seven directors of WGS. MK will appoint six of these directors and BNFL Nuclear Services will nominate one director. The current Senior Vice President of Operations of MK and President ofits Engineers and Constructors Group, who is a U.S.

citizen, will serve as the Chairman of the WGS Board of Directors. On the Closing Date, l the current president of Government Services, who is a U.S. citizen, will become President of WGS. There will be no common directors or principal executive officers between WELCO and WGS. '

Eff'ective on the Closing Date, the names, addresses and country of citizenship of the directors and officers of WELCO will be as follows-WELCO Directors:

Name Country of Citizanchin John J. Taylor United Kingdom Charles W. Pryor, Jr. United States Ross A. N. Chiese United Kingdom Ian B. Duncan United Kingdom Alvin J. Shuttleworth United Kingdom l l Address for Mssrs. Tavlor. Chiese and Shuttleworth:

Risley Warrington Cheshire WA3 6AS United Kingdom I

Address for Mssrs. Prvor and Duncan:

l Westinghouse Electric Company LLC l 4350 Northern Pike l Monroeville, PA 15146 l

f WELCO Officers as of the Closinn Date:

, 1 Nam: Position Country ofCitizenshio John J. Taylor Chairman United Kingdom Charles W. Pryor President & ChiefExecutive Officer United States 5

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.i lan B. Duncan ChiefFinancial Officer - United Kingdom l

Alvin J. Shuttlewonb - Secretary United Kingdom -

Steven Tritch VicePresident & General Manager United Stees Nuclear Services Division Howard Bruschi - Vice President & United States l ChiefTechnology Officer l

Michael Comiskey Vice President & General Manager, United States Nuclear Projects Division James Fici Vice President & General Manager, United States-Commercial Nuclear Fuels Division Anthony Greco Vice President, Human Resources United States Address for Mssrs. Tavlor and Shuttleworth is as set forth above:

Address for all other officers:

L Westinghouse Electric Company LLC l 4350 Nonhern Pike _

Monroeville, PA 15146 l

As the result of the sale transaction, there will be no changes in personnel named as responsible for the licenses being transferred herein. There is no issue of ownership, control or domination by an alien, foreign corporation or foreign government under the Atomic Energy Act, inasmuch as no license for a production or utilization facility is involved. In addition, BNFL will not have access to Restricted Data and/or other classified information, sensitive nuclear technology or export controlled data (not covered under NRC export licenses or DOE 10 CFR Pan 810 export authorizations) by virtue of its interest as a Purchaser. Moreover, the United Kingdom is a signatory to the Nuclear Non-Proliferation Treaty and has an agreement for cooperation with the United States.

Thus, this transaction will not have an advert: effect on the comrnon defense and security of the United States.

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1 EXHIBIT C l l

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LETTER FROM TRANSFEREE COMPANY TO NRC

" CONFIRMING AGREEMENTS TO ASSUME COMMITMENTS, RESPONSIBILITIES AND LIABILITIES" l

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{g Energy Systems Acquisition Company LLC '

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January 18,1999 4 '

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2 DocumentControlDesk l 1

U.S.NuclearRegulatoryCommission

j. Washington,DC 20555 RE: Applications, as Amended, of CBS Corporation for. Transfers and Amendments of Materials j {

Licenses, Quality Assurance Program Approvals and Cenificates of Compliance: Revised l Submittal of Additional lnformation n -1.

J j ' Gentlemen:

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1 l This letter is in funherance of and a pan of the Applications, as Amended, for Transfers and Amendments of Materials Licenses, Quality Assurance Program Approvals and Cenificates of

. Compliance of CBS Corporation ("CBS") (the " Applications") filed with the NRC on September 29, 1998, as amended, related to the transfers and amendments of the licenses, approvals and certificates  ;

referenced in the Applications. The need for the requested transfert and amendments arises from the sale l (with certain exceptions) of the assets and operations of the nuclear and government services businesses of CBS as more fully described in the Applications. This letter replaces the letter to the NRC from

- MK/BNFL Commercial Nuclear Services LLC dated November 11,1998.

As provided by the NRC regulations and NRC Information Notice 89-25, Revision 1, dated December 7, 1994, to support the transfers of the licenses, approvals and cenificates requested by the Applications, the following statements and representations are made:

1. I am President of Energy Systems Acquisition Company LLC (the " Transferee Company"). The Transferee Company was formed in Delaware on December 30,1998 and is the legal entity referred to in the Applications that will assume (with certain exceptions) the assets of the nuclear business of CBS. I am authorized to file this letter with the NRC on behalf of the Transferee Company.

2. On the date of the closing of the sale transaction discussed above, the Transferee Company will change its name to Westinghouse Electric Company LLC ("WELCO")

and will become the licensee and holder of the licenses, approvals and cenificates set forth on Exhibit A of the Applications.

3. The Transferee Company agrees to the transfer and amendment of the licenses, approvals and certificates issued by the NRC and currently held by CBS and to the change in ownership and control of the licensed activities and the conditions of the transfers and those contained in the licenses in accordance with the Applications.

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DocumentControlDesk U.S. Nuclear Regulatory Commission January 18,1999 >

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4. CBS has made the Transferee Company aware of all open NRC inspection items and the responsibility of the Transferee Company for possible resulting enforcement aedons.

The Transferee Company understands that CBS will make it aware of all open inspection items as of the Closing Date of the sale transaction, and the Transferee Ccmpany accepts l the responsibility for possible resulting enforcement actions.

5. The Transferee Company agrees to abide by commitments and rspresentations previously made to the NRC by CBS for all facilities, licenses, certificates and approvals being transferred by the Applications, includ.'ng: maintaining decommissioning records required by 10 C.F.R. 30.35(g),40.36(f) and 70.25(g); implementing decontamination activities and decommissioning of the sites, as discussed in the Applications; and completing corrective actions for open inspection items and enforcement actions.

6. 'Ihc Transferee Company agrees to accept responsibility for decommissioning and decontamination of the facilities and sites being transferred and will provide evidence of resources to fund decommissioning as required by the NRC as set forth in the Applications, except that CBS will undertake certain responsibilities as set forth in Exhibit C to the' Applications. As of the Closing Date, the Transferee Company will provide adequate resources to funJ decommissioning for which it is responsible through ,

appropriate mechanisms, as described in the Applications.

7. The Transferee Company agrees to abide by all other constraints, conditions, requirements, representations and commitments identified in the existing licenses, approvals and certificates issued by the NRC.

We would be pleased to respond to any further questions that the NRC may have w!v iegard to this letter.

Sincerely,-

Ian B. Duncan President Energy Systems Acquisition Company LLC w _ _ __, _ _._ _ _, .