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{{Adams
#REDIRECT [[ENOC-08-00012, Entergy Nuclear Operations, Inc. and Entergy Operations, Inc. - Supplemental Information #4 in Support of Application for Order Approving Indirect Transfer of Control of Licenses]]
| number = ML080810285
| issue date = 03/17/2008
| title = Entergy Nuclear Operations, Inc. and Entergy Operations, Inc. - Supplemental Information #4 in Support of Application for Order Approving Indirect Transfer of Control of Licenses
| author name = Kansler M R
| author affiliation = Entergy Nuclear Operations, Inc, Entergy Operations, Inc
| addressee name =
| addressee affiliation = NRC/Document Control Desk, NRC/NRR
| docket = 05000003, 05000155, 05000247, 05000255, 05000271, 05000286, 05000293, 05000333, 07200007, 07200012, 07200043, 07200051, 07200059
| license number =
| contact person =
| case reference number = ENOC-08-00012, FOIA/PA-2010-0209, FOIA/PA-2013-0151
| document type = Letter
| page count = 12
}}
 
=Text=
{{#Wiki_filter:Entergy Operations, Inc.Entergy Nuclear Operations, Inc.1340 Echelon Parkway"'Enter y Jackson, MS 39213-1995 601-368-5692 Michael R. Kansler President, Chief Executive Officer& Chief Nuclear Officer 10 CFR 50.80 ENOC-08-00012 March 17, 2008 U.S. Nuclear Regulatory Commission Attn: Document Control Desk One White Flint North 11555 Rockville Pike Rockville, MD 20852-2738 (301) 415-7000
 
==Subject:==
Entergy Nuclear Operations, Inc.Pilgrim Nuclear Power Station Docket No. 50-293 Indian Point Nuclear Generating Unit Nos. 1, 2 & 3 Docket Nos. 50-003, 50-247, 50-286 & 72-51 James A. FitzPatrick Nuclear Power Plant Docket Nos. 50-333 & 72-12 Vermont Yankee Nuclear Power Station Docket Nos. 50-271 & 72-59 Palisades Nuclear Plant Docket No. 50-255 & 72-7 Big Rock Point Docket Nos. 50-155 & 72-43 Supplemental Information  
#4 in Support of Application for Order Approving Indirect Transfer of Control of Licenses By letter dated July 30, 2007, and as supplemented on October 31, 2007, December 5, 2007, and January 24, 2008, Entergy Nuclear Operations, Inc., also to be known as ENOI, LLC (either company herein, ENO), acting on behalf of itself and Entergy Nuclear Generation Company, Entergy Nuclear FitzPatrick, LLC, Entergy Nuclear Vermont Yankee, LLC, Entergy Nuclear Indian Point 2, LLC, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear Palisades, LLC, (together, Applicants), requested that the Nuclear Regulatory Commission (NRC) consent to the indirect transfer of control of the above-captioned licenses pursuant to Section 184 of the Atomic Energy Act, as amended (the Act), and 10 CFR 50.80.4ccJ3 ENOC-08-00012 Page 2 of 5 The indirect transfer of control results from certain planned restructuring transactions that would involve the creation of a new holding company, new intermediary holding companies and/or changes in the intermediary holding companies for the ownership structure for the corporate entities that hold the NRC licenses for Pilgrim, Indian Point 1, 2, and 3, FitzPatrick, Vermont Yankee, Palisades and Big Rock Point (together, the Facilities), including both the six corporate entities (named among the Applicants above) licensed for their ownership of the Facilities and ENO, which is the entity licensed to operate or maintain the Facilities.
This letter provides additional information regarding the proposed transfer including updated corporate information, information regarding the Independent Spent Fuel Storage Installations (ISFSIs) captioned above, and the dispute resolution mechanisms in the Joint Venture arrangements that will govern the owner of ENO, the licensed operator of the Facilities.
Updated Corporate Information.
Simplified organization charts reflecting the updated current and planned post-reorganization ownership structure are included as Figures 1 and 4. Figure 1 has been revised to reflect the elimination of Entergy Nuclear Investment Company, LLC in the ownership of Entergy Indian Point 2, LLC. This former direct parent company was merged into Entergy Nuclear Holding Company #3, LLC, which as the surviving entity, remains in indirect control of the affected NRC licenses.
Because the existing entities in the corporate chain remain in indirect control of Entergy Indian Point 2, LLC, this merger did not require NRC's prior written consent pursuant to 10 CFR 50.80. In addition, Figure 4 has been revised to reflect the corrected planned name for "ETR ENOI Holdings, Inc." Entergy has determined that this entity will be a Delaware corporation, rather than a Delaware limited liability company. Updated General Corporate Information regarding this entity is provided as Attachment
: 1. In addition, a revised table is provided as Attachment 1 with general corporate information regarding ENOI Holdings, LLC to reflect potential changes in plans with respect to the proposed Managers of this parent company of ENO.ISFSIs. ENO's prior submittals did not list the docket numbers assigned for the Indian Point ISFSI, which began operation in January 2008, and the Vermont Yankee ISFSI, which is expected to begin operation in 2008. However, these facilities, as well as the ISFSIs for Big Rock, FitzPatrick and Palisades, will continue to be owned by the affected NRC licensees, and therefore, the proposed indirect transfer of control of each of the licenses for the Facilities, also includes the ISFSIs in the same way that the proposed transfer affects any other assets related to each 10 CFR Part 50 license. The ISFSIs are licensed pursuant to general licenses under 10 CFR Part 72. All projected costs associated with the affected ISFSIs have been included in the financial projections submitted on December 5, 2008. The projections for each licensed entity include the respective costs or share of costs for the associated ISFSI or ISFSIs. In this regard, Entergy Nuclear Indian Point 2, LLC is the licensee for Indian Point 1 and Indian Point 2, and Entergy Nuclear Palisades is the licensee for Palisades and Big Rock Point. As such, the financial projections for each of these corporate entities include the costs associated with each entity's licenses.Dispute Resolution.
As indicated in ENO's December 5, 2007 submittal, ENO will be wholly owned and member managed by ENOI Holdings, LLC, which in turn will be owned 50:50 by wholly owned subsidiaries of Entergy Corporation and NewCo (each subsidiary a "Member").
ENOC-08-0001 2 Page 3 of 5 Since the two Members will have equal rights with respect to the governance of ENOI Holdings, LLC, there is a possibility of a "deadlock" with respect to some decision-making that could affect ENO. Obviously, many decisions will be delegated to management, and many ENO actions will continue to be dictated by the terms of the operating agreements with the owners of the Facilities, as they are currently.
However, there are certain high level matters that would be decided by ENGI Holdings, LLC, and certain of these matters, such as securities issuances or variation of securities rights, major tax matters, mergers, acquisitions, etc., are reserved to the Members for decision.
These decisions require unanimity, and the failure to agree on such matters means the "status quo pro ante" will prevail. For example, if.the Members cannot agree on whether to approve a merger of ENO Holdings, LLC with another company, no merger will occur.For significant matters that are not reserved to the Members, the failure to agree can trigger dispute resolution provisions.
Significant matters that would be subject to dispute resolution would include matters such as approval of the business plan or annual budget, variation or termination of material contracts, significant expenditures, incurring significant indebtedness, commencement of litigation, major regulatory filings, distributions, redemptions, selection of accountants and auditors, etc. To resolve disagreements regarding such matters, the LLC Agreement for ENGI Holdings, LLC will include provisions in substantially the same form and effect as the following provisions:
7.09 Deadlock Matters.(a) Declaration.
If the Board fails to approve a Signifcant Board Matter at any two (2) consecutive Board meetings at which a quorum is present ("Deadlock Matter"), the Member whose Nominee Managers voted in favor of the Deadlock Matter shall describe in writing, in reasonable detail, the Deadlock Matter ("Deadlock Notice ") within five (5) days after the second meeting and deliver the Deadlock Notice to the Board.(b) CEOs. The Board shall deliver any Deadlock Notice received pursuant to Section 7.09(a) to the chief executive officer of the Parent of each Member, or the Member ifit has no Parent, and the chief executive officers shall have thirty (30) days to meet and seek to resolve the Deadlock Matter.(c) Mediation.
If the Deadlock Matter is not resolved by the chief executive officers of each Member within thirty (30) days of the Deadlock Matter being referred to them by the Board, the Deadlock Matter shall be referred to mediation by the Board.Unless the Members have agreed on a mediator within five (5) days of the end of the period in which the chief executive officers were to resolve the Deadlock Matter, the mediator will be appointed in accordance with, the Arbitration Rules and Mediation*Procedures of the American Arbitration Association
("AAA'). The mediation will be carried out in accordance with the Arbitration Rules and Mediation Procedures of the American Arbitration Association, unless the Members agree otherwise in writing.(d) Arbitration.
If the Deadlock Matter is not resolved by mediation within sixty (60) days of the Deadlock Matter being referred to a mediator ("Mediation ENOC-08-00012 Page 4 of 5 Period"), the Deadlock Matter will be referred to binding, arbitration in accordance with the Commercial Arbitration Rules of the AAA ("Rules"), as modified by the following procedure: (i) the Members shall mutually agree upon an arbitrator within fourteen (14) days of the date on which the Mediation Period expires without the Deadlock Matter being resolved and, in the absence of such agreement, such arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the Rules, (ii) the place of arbitration shall be Jackson, Mississippi, or such other location as mutually agreed by the Members in writing;(iii) the arbitrator shall be empowered to resolve the Deadlock Matter by selecting either of the positions set forth by the Members, provided that the arbitrator is not empowered to amend the provisions of Articles IV[Capital]
or VII [Management]
of this Agreement or otherwise amend this Agreement where such amendment would, in any way whatsoever, change or be likely to change the effect of the provisions set forth in Article VII of this.Agreement, any other fundamental governance provisions of this Agreement specified by the Members in writing, or require a Member to make a Capital Contribution to which it has not given its prior consent;(iv) any arbitration proceedings or decision rendered hereunder and the validity, effect and interpretation of this Section 7.09(d) shall be governed by the Federal Arbitration Act, 9 U.S. C. § 1 et seq.; and (v) the decision of the arbitrator shall be final and binding on the.parties and shall be the sole and exclusive remedy between the parties regarding the Deadlock Matter presented to the arbitrator.
Consequently, the foregoing provisions are designed to ensure that a resolution is reached on any significant matter with respect to which the Members cannot agree.Notwithstanding any disagreement among the Members of ENOI Holdings, LLC, the terms of the governance provisions for ENOI Holdings, LLC and/or contractual arrangements of ENO will provide that the Chief Nuclear Officer of ENO shall have the authority at all times to take any actions necessary to carry out ENO's responsibilities as the operator under the NRC Operating Licenses, including any actions and/or expenditure of funds necessary to protect the public health and safety, to maintain safe, operating or shutdown conditions at each plant, and to comply with NRC orders and requirements.
If NRC requires additional information concerning this license transfer request, please contact John McCann, Director, Nuclear Safety and Licensing, at (914) 272-3370 or jmccanl@entergy.com.
Service on ENO of comments, hearing requests or intervention petitions, or other pleadings, if applicable, should be made to counsel for ENO, Mr. John E.Matthews at Morgan, Lewis & Bockius, LLP, 1111 Pennsylvania Avenue, NW, Washington, DC 20004 (tel: 202-739-5524; fax: 202-739-3001; e-mail: jmatthews(cmorganlewis.com).
ENOC-08-00012 Page 5 of 5 I declare under penalty of perjury that the foregoing is true and correct. Executed on this 17th day of March, 2008.M'rael R. Ka , er ient &C ief Executive Officer
 
==Enclosures:==
 
Regulatory Commitments Figures 1 & 4 Attachment 1
ENOC-08-00012 Regulatory Commitments This table identifies actions discussed in this letter for which Entergy commits to perform.Any other actions discussed in this submittal are described for the NRC's information and are not commitments.
TYPE (Check one) SCHEDULED COMMITMENT COMPLETION ONE-TIME CONTINUING DATE ACTION COMPLIANCE (If Required)1. NewCo will execute a Joint x No later than the date Venture Agreement for ENOI on which the indirect Holdings, LLC that will license transfers are include a "Deadlock Matters" implemented.
provision substantially in the form setforth in this letter above.
ENOC-08-00012 C: Regional Administrator, Region I U.S. Nuclear Regulatory Commission 475 Allendale Road King of Prussia, PA 19406-1415 Mr. David O'Brien, Commissioner VT Department of Public Service 112 State Street -Drawer 20 Montpelier, VT 15620-2601 Regional Administrator, Region III U.S. Nuclear Regulatory Commission 2443 Wai'enville Road, Suite 210 Lisle, IL 60532-4352 Mr. Paul D. Tonko, President New York State Energy; Research, and Development Authority 17 Columbia Circle Albany, NY 12203-6399 U.S. Nuclear Regulatory Commission Attention:
Document Control Desk Mail Stop O-H3-8 One While Flint North 11555 Rockville Pike Rockville, MD 20852 Mr. Paul'Eddy Public Service Commission New York State Department of Public Service 3 Empire State Plaza Albany, NY 12223 Steven R. Hom Mr. Charles Donaldson, Esq.U.S. Nuclear Regulatory Commission Assistant Attorney General One White Flint North New York Department of Law 11555 Rockville Pike 120 Broadway Rockville, MD 20852 New York, NY 10271 Mail Stop OWFN/12-D3 Mr. James J. Shea, Project Manager Mayor, Village of Buchanan Division of Licensing Project Management 236 Tate Avenue Office of Nuclear Reactor Regulation Buchanan, NY 10511 Mail Stop 08 BI Washington, DC 20555 Mr. John Boska, Sr. Project Manager Michigan Department of Attorney General DORL, Plant Licensing Branch I-I Special Litigation Division U.S. Nuclear Regulatory Commission 525 West Ottawa Street Mail Stop O-8-C2 Sixth Floor, G. Mennen Williams Building Washington, DC 20555 Lansing, MI 48913 Mahesh L. Chawla, Project Manager Mr. Raymond L. Albanese Project Directorate III Four County Coordinator Division of Licensing Project Management 200 Bradhurst Avenue Office of Nuclear Reactor Regulation Unit 4 Westchester County Mail Stop 8H 4A Hawthorne, NY 10532 Washington, DC 20555 ENOC-08-00012 USNRC Resident Inspector Mr. Robert Walker, Director Entergy Nuclear Vermont Yankee Massachusetts Department of Public Health P.O. Box 157 Schrafft Center Suite 1 M2A Vernon, VT 05354 Radiation Control Program 529 Main Street Charlestown, MA 02129 Resident Inspector's Office Ms. Cristine McCombs, Director U.S. Nuclear Regulatory Commission Mass. Emergency Management Agency James A. FitzPatrick Nuclear Power Plant 400 Worcester Road P.O. Box 136 Framingham, MA 01702 Lycoming, NY 13093 U.S. Nuclear Regulatory Commission Supervisor Resident Inspector's Office Covert Township Palisades Plant P.O. Box 35 27782 Blue Star Memorial Highway Covert, MI 49043 Covert, MI 49043 Resident Inspector's Office Office of the Governor Indian Point 1, 2 & 3 P.O. Box 30013 U.S. Nuclear Regulatory Commission Lansing, MI 48909 P.O. Box 59 Buchanan, NY 10511 Senior Resident Inspector Ms. Mary Jo Kunkle Pilgrim Nuclear Power Station Executive Secretary Rocky Hill Road Michigan Public Service Commission Plymouth, MA 02360 6545 Mercantile Way P. 0. Box 30221 Lansing, MI 48909 Michigan Department of Environmental Mr. Theodore B. Smith, Project Manager Quality U. S. Nuclear Regulatory Commission Waste and Hazardous Materials Division Mail Stop T8F5 Hazardous Waste and Radiological Protection Two White Flint North Section 11545 Rockville Pike Nuclear Facilities Unit Rockville, MD Constitution Hall, Lower-Level North 20852 525 West Allegan Street, P.O. Box 30241 Lansing, MI 48909-7741 ENOC-08-00012 ATTACHMENT 1 General Corporate Information NAME: [ENOI Holdings, LLC] (Proposed Entity/Not Yet Created)STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: 1340 Echelon Parkway Jackson, Mississippi 39213 MANAGERS:
[To Be Determined]
Richard J. Smith John R. McGaha J. Wayne Leonard Leo P. Denault Mark T. Savoff EXECUTIVE Michael R. Kansler -Chief Executive Officer and Chief PERSONNEL Nuclear Officer John T. Herron -Chief Operating Officer ENOC-08-00012 ATTACHMENT 1 General Corporate Information NAME: [ETR ENOI Holdings, Inc.]STATE OF INCORPORATION:
Delaware BUSINESS ADDRESS: 1340 Echelon Parkway Jackson, Mississippi 39213 DIRECTORS:
J. Wayne Leonard Leo P. Denault Mark T. Savoff EXECUTIVE Michael R. Kansler -Chief Executive Officer and Chief PERSONNEL Nuclear Officer John T. Herron -Chief Operating Officer Figure 1: SIMPLIFIED ORGANIZATION CHART -CURRENT (Chart Revised 03/12/2008)
NOTE: NRC Licenses held by E N entities are referenced in parentheses and italics, e.g., (IP1 & IP2).Entergy'Nuclear Holding Company #2 75%Entergy Nuclear Holding Company E N Operations, Inc.(Licensed Operator: eight Part 50 licenses)Entergy Nuclear Holding Company #1 EN Palisades, LLC (Palisades
& Big Rock)ENOC-08-00012 Figure 4: SIMPLIFIED ORGANIZATION CHART -POST REORGANIZATION Shareholders (Public)..... *..............
......::..,,.....
:.... .................... (Chart Revised 03/12/2008)
......°l= .°oj,, ........;°,°o"6'............
.............
°"°"°oo °Oo °°° ° .° ................
=°Entergy NewCo Corporation NOTE: NRC Licenses held by E N entities are referenced in parentheses and italics, e.g., (IP1 & IP2).50%Entergy Nuclear.Holding Company Entergy Nuclear Holding Company #1 ENOI, LLC (Licensed Operator: eight Part 50 licenses)EN Palisades, LLC (Palisades
& Big Rock)ENOC-08-00012}}

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