[Federal Register Volume 73, Number 150 (Monday, August 4, 2008)]
[Notices]
[Pages 45253-45255]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-17780]


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NUCLEAR REGULATORY COMMISSION

[Docket Nos. 50-247 and 72-51; Docket No. 50-286]


In the Matter of Entergy Nuclear Operations, Inc.; Entergy 
Nuclear Indian Point 2, LLC (Indian Point Nuclear Generating Unit No. 
2); Entergy Nuclear Indian Point 3, LLC (Indian Point Nuclear 
Generating Unit No. 3); Order Approving Indirect Transfer of Facility 
Operating Licenses

I

    Entergy Nuclear Operations, Inc. (ENO) and Entergy Nuclear Indian 
Point 2, LLC (ENIP2) are co-holders of the Facility Operating License, 
No. DPR-26, which authorizes the possession, use, and operation of the 
Indian Point Nuclear Generating Unit No. 2 (IP2). ENO and Entergy 
Nuclear Indian Point 3, LLC (ENIP3) are co-holders of the Facility 
Operating License, No. DPR-64, which authorizes the possession, use, 
and operation of the Indian Point Nuclear Generating Unit No. 3 (IP3). 
IP2 and IP3 are both pressurized water nuclear reactors that are owned 
by ENIP2 and ENIP3, respectively, and operated by ENO. The facilities 
are located in Westchester County, New York.

II

    By application dated July 30, 2007, as supplemented by letters 
dated October 31, and December 5, 2007, and January 24, March 17, April 
22, and May 2, 2008, ENO, acting on behalf of itself, ENIP2, and ENIP3, 
requested that the U.S. Nuclear Regulatory Commission (NRC, the 
Commission), pursuant to Section 50.80 of Title 10 of the Code of 
Federal Regulations (10 CFR), consent to the proposed indirect transfer 
of control of the IP2 and IP3 licenses, including the general license 
for the independent spent fuel storage installation.
    ENIP2 is currently a direct wholly owned subsidiary of Entergy 
Nuclear Holding Company 3, LLC. Entergy Nuclear Holding 
Company 3, LLC is a direct wholly owned subsidiary of Entergy 
Nuclear Holding Company which, in turn, is a direct wholly owned 
subsidiary of Entergy Corporation. Therefore, under the current 
corporate structure, Entergy Corporation is the indirect owner of 100 
percent of ENIP2.
    Under the proposed corporate restructuring, a new holding company, 
Enexus Energy Corporation (Enexus), will be created. Initially, the 
public shareholders of Entergy Corporation will separately own the 
shares of Enexus and, as such, Enexus will be owned by the public. 
Entergy Nuclear Holding Company, an indirect parent company of ENIP2, 
will become a direct wholly owned subsidiary of Enexus. Accordingly, 
following the corporate restructuring, Enexus will acquire indirect 
control of 100 percent of ENIP2.
    ENIP3 is currently a direct wholly owned subsidiary of Entergy 
Nuclear New York Investment Company 1 which, in turn, is a direct 
wholly owned subsidiary of Entergy Nuclear Holding Company 1. 
Seventy-five percent of Entergy Nuclear Holding Company 1 is 
directly owned by Entergy Corporation while the remaining 25 percent is 
directly owned by Entergy Global, LLC. Entergy Global, LLC is a direct 
wholly owned subsidiary of Entergy International Holdings LTD which, in 
turn, is a direct wholly owned subsidiary of Entergy Corporation. 
Therefore, under the current corporate structure, Entergy Corporation 
is the indirect owner of 100 percent of ENIP3.
    Under the proposed restructuring, Entergy Nuclear Holding Company 
1 will become a direct wholly owned subsidiary of Enexus. 
Entergy Global, LLC, Entergy International Holdings LTD, and Entergy 
Nuclear New York Investment Company 1 will be eliminated. Accordingly, 
following the corporate restructuring, Enexus will

[[Page 45254]]

acquire indirect control of 100 percent of ENIP3.
    ENO is currently a direct wholly owned subsidiary of Entergy 
Nuclear Holding Company 2 which, in turn, is a direct wholly 
owned subsidiary of Entergy Corporation. Therefore, Entergy Corporation 
is currently the indirect owner of 100 percent of ENO.
    Under the proposed corporate restructuring, Entergy Nuclear Holding 
Company 2 will be eliminated and ENO will become a direct 
subsidiary of a new parent company called EquaGen LLC. EquaGen LLC will 
be owned in equal shares by two new intermediate holding companies as 
follows. Entergy EquaGen, Inc. is being created as a direct subsidiary 
of Entergy Corporation and will own 50 percent of EquaGen LLC. 
Similarly, Enexus EquaGen, LLC is being created as a direct subsidiary 
of Enexus and will also own 50 percent of EquaGen LLC. Accordingly, 
following the corporate restructuring, Entergy Corporation and Enexus 
will each have indirect control of 50 percent of ENO.
    Finally, ENO will be converted from a corporation to a limited 
liability company and its name will be changed from Entergy Nuclear 
Operations, Inc. to EquaGen Nuclear LLC. Under Delaware law, EquaGen 
Nuclear LLC will assume all of the rights and responsibilities of ENO, 
and it will be the same company (legal entity) both before and after 
the conversion and name change. Also, ENIP2 and ENIP3 will undergo name 
changes to become Enexus Nuclear Indian Point 2, LLC and Enexus Nuclear 
Indian Point 3, LLC, respectively. The staff understands that ENO will 
submit requests for administrative license amendments to conform the 
affected licenses in the near future.
    Notice of the requests for approval and an opportunity for a 
hearing was published in the Federal Register on January 16, 2008 (73 
FR 2955). By petition dated February 5, 2008, Locals 369 and 590, 
Utility Workers Union of America (UWUA), American Federation of Labor-
Congress of Industrial Organization, representing plant workers at the 
Pilgrim Nuclear Power Station located in Plymouth, Massachusetts, 
responded to the Federal Register notice and requested a hearing and 
leave to intervene as a party in the proceedings for the Indian Point 
Nuclear Generating Unit Nos. 2 and 3. On June 12, 2008, Local 369 filed 
a notice of withdrawal of its petition to intervene. The notice of 
withdrawal did not apply to Local 590. In addition, by petition dated 
February 5, 2008, the Westchester Citizen's Awareness Network, Rockland 
County Conservation Association, Promoting Health and Sustainable 
Energy, Sierra Club--North East Chapter, and Richard Brodsky 
collectively filed a request for hearing and petition for leave to 
intervene as a party in the proceedings for the Indian Point Nuclear 
Generating Unit Nos. 2 and 3.
    Both of these requests for hearings are currently pending before 
the Commission. Pursuant to 10 CFR 2.1316, during the pendency of a 
hearing, the staff is expected to promptly proceed with the approval or 
denial of license transfer requests consistent with the staff's 
findings in its safety evaluation. Notice of the staff's action shall 
be promptly transmitted to the presiding officer and parties to the 
proceeding. Commission action on the pending hearing requests is being 
handled independently of this action.
    Also, an intervenor from Oswego, New York, submitted two letters to 
the Commission with public comments dated January 21, 2008, along with 
an electronic transmission containing public comments dated January 27, 
2008. The public comments are addressed by the NRC's safety evaluation 
dated July 28, 2008.
    Pursuant to 10 CFR 50.80(a), no license, or any right thereunder, 
shall be transferred, directly or indirectly, through transfer of 
control of the license, unless the Commission shall give its consent in 
writing. Upon review of the information in the application as 
supplemented and other information before the Commission, and relying 
upon the representations and agreements in the application as 
supplemented, the NRC staff concludes that the proposed indirect 
transfer of control of the licenses held by ENIP2 and ENIP3 to Enexus, 
as described herein, will not affect the qualifications of ENIP2 and 
ENIP3 as holders of the IP2 and IP3 licenses, respectively. The 
indirect transfer of control of the licenses is otherwise consistent 
with applicable provisions of law, regulations, and orders issued by 
the NRC. Furthermore, the NRC staff concludes that the proposed 
corporate restructuring involving new intermediate and ultimate parent 
companies over ENO, as described herein, will not affect the 
qualifications of ENO as holder of the IP2 and IP3 licenses. The 
indirect transfer of control of the licenses as held by ENO, to the 
extent affected by the proposed restructuring, is otherwise consistent 
with applicable provisions of law, regulations, and orders issued by 
the Commission.
    The NRC staff concludes that the conversion of Entergy Nuclear 
Operations, Inc. to EquaGen Nuclear LLC would not constitute a direct 
transfer of the licenses to the extent held by ENO. Therefore, no 
consent to the proposed conversion is necessary.
    The findings set forth above are supported by the NRC's safety 
evaluation dated July 28, 2008.

III.

    Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the 
Atomic Energy Act of 1954, as amended, 42 U.S.C. 2201(b), 2201(i), 
2201(o), and 2234; and 10 CFR 50.80, it is hereby ordered that the 
application regarding the indirect license transfers discussed above 
related to the proposed corporate restructuring and establishment of 
Enexus is approved, subject to the following conditions:
    1. ENIP2 and ENIP3 shall enter into the $700 million Support 
Agreement with Enexus Energy Corporation as described in the 
application, no later than the time the proposed transactions and 
indirect license transfer occurs. ENIP2 and ENIP3 shall take no action 
to cause Enexus Energy Corporation, or its successors and assigns, to 
void, cancel, or modify the Support Agreement or cause it to fail to 
perform, or impair its performance under the Support Agreement, without 
prior written consent of the NRC. The Support Agreement may not be 
amended or modified without 30 days prior written notice to the 
Director of the Office of Nuclear Reactor Regulation or his designee. 
An executed copy of the Support Agreement shall be submitted to the NRC 
no later than 30 days after the completion of the proposed transactions 
and the indirect license transfer. ENIP2 and ENIP3 shall inform the NRC 
in writing anytime it draws upon the Support Agreement.
    2. The ten separate support guarantees from various Entergy 
subsidiaries, which total $315 million, including the support 
guarantees relating to IP2 and IP3, may be revoked when, and 
conditioned upon, implementation of the new $700 million Support 
Agreement at the time the proposed restructuring and indirect license 
transfer are completed.
    3. Should the proposed corporate restructuring and establishment of 
Enexus not be completed within one year from the date of this Order, 
this Order shall become null and void, provided, however, upon written 
application and good cause shown, such date may be extended by Order.
    This Order is effective upon issuance.
    For further details with respect to this Order, see the application 
dated July 30, 2007, as supplemented by letters dated October 31, and 
December 5, 2007, and

[[Page 45255]]

January 24, March 17, April 22, and May 2, 2008, and the NRC's safety 
evaluation dated July 28, 2008, which are available for public 
inspection at the Commission's Public Document Room (PDR), located at 
One White Flint North, Public File Area 01 F21, 11555 Rockville Pike 
(first floor), Rockville, Maryland, and accessible electronically from 
the Agencywide Documents Access and Management System (ADAMS) Public 
Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/reading-rm/adams.html. Persons who do not have access to 
ADAMS or who encounter problems in accessing the documents located in 
ADAMS, should contact the NRC PDR Reference staff by telephone at 1-
800-397-4209, 301-415-4737, or by e-mail to [email protected].

    Dated at Rockville, Maryland, this 28th day of July 2008.

    For the Nuclear Regulatory Commission.
Timothy J. McGinty,
Acting Director, Division of Operating Reactor Licensing, Office of 
Nuclear Reactor Regulation.
[FR Doc. E8-17780 Filed 8-1-08; 8:45 am]
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