PLA-7342, Executed Support Agreement and Personnel Update

Executed Support Agreement and Personnel Update

ML15148A581
Person / Time
Site:	Susquehanna
Issue date:	05/28/2015
From:	Rausch T Susquehanna
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
PLA-7342
Download: ML15148A581 (5)

Text

Timothy S. Rausch PPL Susquehanna, LLC Senior Vice President & Chief Nuclear Officer 769 Salem Boulevard Berwick, PA 18603 Tel. 570.542.3345 Fax 570.542.1504 tsrausch@pplweb.com MAY 2 8 2015 U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, DC 20555-0001 SUSQUEHANNA STEAM ELECTRIC STATION EXECUTEDSUPPORTAGREEMENTAND Docket Nos. 50-387 PERSONNEL UPDATE 50-388 PLA-7342 and 72-28

References:

1. PLA-7191, T S. Rausch (PPL Susquehanna, LLC) to U.S. NRC, "Requestfor Order Approving Indirect Transfer of Control and Conforming License Amendments, "

dated July 11, 2014.

2. Letter, U.S. NRC to T S. Rausch (PPL Susquehanna, LLC), "Order Approving Transfer of Licenses and Conforming Amendments Related to the Susquehanna Steam Electric Station, Units 1 and 2 (TAC Nos. MF4426 and MF4427), "dated Apri/10, 2015.

3. PLA-7256, T S. Rausch (PPL Susquehanna, LLC) to U.S. NRC, "Supplemental Information to the Application for Approval of Indirect Transfer of Control, " dated November 6, 2014.

By letter dated July 11, 2014 (Reference 1), PPL Susquehanna, LLC (PPL Susquehanna) submitted an Application for Approval of Indirect Transfer of Control of the Licenses for the Susquehanna Steam Electric Station, Units 1 and 2 in accordance with Section 184 of the Atomic Energy Act of 1954, 10 CPR§ 50.80, and 10 CPR§ 72.50.

The NRC has issued an Order (Reference 2) approving the proposed indirect license transfer. Condition 2 of the Order requires that:

"The Support Agreement containing the commitment to fund an extended shutdown by Talen Energy Corporation, as represented in the application, shall be executed on or before the transfer date and shall be submitted to the NRC no later than five (5) days after the transfer is consummated."

The Support Agreement has been executed prior to the transfer date of June 1, 2015, and is provided in the Enclosure to this letter.

Document Control Desk PLA-7342 Additionally, please be advised that the Managers and Principle Officers listed on page 6 of the Enclosure to Reference 1, and as modified by Reference 3, will be revised as follows coincident with the closing of the Transaction on June 1:

Board of Managers

• Russell R. Clelland

• Clarence J. Hopf, Jr.

• Jeremy R. McGuire

• Timothy S. Rausch Principle Officers

• Timothy S. Rausch- President and Chief Nuclear Officer

• Jeremy R. McGuire- Senior Vice President

• Jon A. Franke- Site Vice President-Susquehanna

• Jeffrey M. Helsel- Vice President-Nuclear Operations All of the above individuals are current employees of PPL Energy Supply or its subsidiaries and are U.S. citizens.

There are no new regulatory commitments associated with this response.

In the event that the NRC has any questions on this response, please contact Mr. Rocco R. Sgarro at (610) 774-7552.

I declare under penalty of perjury that the information provided herein is true and correct.

Enclosure:

Executed Support Agreement cc: NRC Region 1 Mr. J. Greives, NRC Sr. Resident Inspector Mr. J. Whited, NRC Project Manager Mr. L. Winker, PA DEP/BRP Electronic copy:

Enclosure to PLA-7342 Executed Support Agreement

Paul A. Farr Talen Energy Corporation Executive Vice President 835 Hamilton Street, Suite 150 Tel. 610.774.2426 Fax610.774.4511 Allentown, PA 18101-2400 May 27,2015 PPL Susquehanna, LLC Two North Ninth Street Allentown, PA 18101 Ladies and Gentlemen:

On June 9, 2014, the Board of Directors of PPL Corporation adopted resolutions approving a transaction (the "Transaction") which will result in the indirect transfer of control of PPL Susquehanna, LLC to Talen Energy Corporation ("Talen Energy").

Promptly after closing of such transaction, PPL Susquehanna, LLC will be renamed Susquehanna Nuclear, LLC and is hereafter referred to as Susquehanna Nuclear.

In consideration of the benefits to be derived by Talen Energy from Susquehanna Nuclear, Talen Energy hereby agrees that, subject to the terms and conditions of this agreement, by and through its subsidiaries, as necessary, it will provide funds to Susquehanna Nuclear to assure that Susquehanna Nuclear will have sufficient funds available to meet its operating expenses at the Susquehanna Steam Electric Station

("Susquehanna SES").

Upon closing of the Transaction, Susquehanna Nuclear will be a wholly owned indirect subsidiary of Talen Energy, a publicly traded company whose other direct and indirect subsidiaries will include Talen Energy Holdings Inc., PPL Energy Supply, LLC (to be renamed Talen Energy Supply, LLC promptly after closing) and PPL Generation, LLC (to be renamed Talen Generation, LLC promptly after closing).

Talen Energy represents and warrants that, by and through its subsidiaries, as necessary, it will provide funding to Susquehanna Nuclear, at any time that the Board of Managers of Susquehanna Nuclear determines that, in order to protect the public health and safety and/or to comply with NRC requirements, such funds are necessary to meet its ongoing operating expenses for Susquehanna SES or such funds are necessary to safely maintain Susquehanna SES; provided, however, that Talen Energy's maximum liability to provide funding hereunder shall not exceed $205 million.

This agreement shall take effect upon closing of the Transaction resulting in indirect transfer of control of Susquehanna Nuclear to Talen Energy, as approved by the NRC, and will remain in effect and remain irrevocable until such time as either: (1)

Susquehanna Nuclear has submitted to the NRC written certifications meeting the requirements of 10 CFR §§ 50.4(b)(8) & (9} that the Susquehanna SES fuel has been permanently removed from the reactor vessel, i.e., after Susquehanna Nuclear has determined to permanently cease Susquehanna SES operations, or (2) the NRC has given its prior written consent to the modification or discontinuance of the funding

PPL Susquehanna, LLC 2 May 27,2015 arrangements contemplated by this letter agreement. Talen Energy shall have the right to demand that Susquehanna Nuclear permanently cease Susquehanna SES operations rather than using funds available under this agreement for continued operations; provided that, in such event, Susquehanna Nuclear will nevertheless have the right to continue to obtain the funds necessary to assure the safe and orderly shutdown of Susquehanna SES and to continue the safe maintenance of Susquehanna SES until Susquehanna Nuclear can certify to the NRC that the fuel has been permanently removed from the reactor vessel.

Talen Energy hereby represents and warrants to Susquehanna Nuclear that its obligations under this letter agreement are valid, binding and enforceable obligations of Talen Energy in accordance with their terms (subject to bankruptcy, insolvency, reorganization and similar laws affecting creditors' rights generally and general equitable principles) and do not require the consent, approval or authorization of any Governmental Agency or third party other than those which have been obtained and are in full force and effect (or will be obtained on or prior to the closing of the Transaction).

Nevertheless, nothing herein is intended to constitute a guarantee by Talen Energy of any indebtedness of Susquehanna Nuclear or provide any rights enforceable by third parties.

To the extent permitted by applicable law, Talen Energy hereby irrevocably, unconditionally and expressly waives, and agrees that it shall not at any time assert any claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling or assets or redemption laws, any bankruptcy, insolvency or similar proceedings, or exemption, whether now or any time hereafter in force, which may delay, prevent or otherwise affect the performance by Talen Energy of its obligations hereunder.

This letter agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to conflict of law principles.

Very truly yours, Paul A. Farr