Federal Register / Vol. 73, No. 150 / Monday, August 4, 2008 / Notices 45253 

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 transfer discussed 

above related to the proposed corporate 

restructuring and establishment of 

Enexus is approved, subject to the 

following conditions: 

1. EN-Palisades 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. EN-Palisades 

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. EN-Palisades 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 guarantee relating to Palisades, 

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 

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 pdr@nrc.gov. 

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. E8–17778 Filed 8–1–08; 8:45 am] 

BILLING CODE 7590–01–P 

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 


pwalker on PROD1PC71 with NOTICES
45254 Federal Register / Vol. 73, No. 150 / Monday, August 4, 2008 / Notices 

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 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 73, No. 150 / Monday, August 4, 2008 / Notices 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 pdr@nrc.gov. 

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] 

BILLING CODE 7590–01–P 

NUCLEAR REGULATORY 

COMMISSION 

[Docket No. 50–003] 

In the Matter of Entergy Nuclear 

Operations, Inc; Entergy Nuclear 

Indian Point 2, LLC; (Indian Point 

Nuclear Generating Unit No. 1); Order 

Approving Indirect Transfer of Facility 

Operating License 

I 

Entergy Nuclear Operations, Inc. 

(ENO) and Entergy Nuclear Indian Point 

2, LLC (ENIP2) are co-holders of the 

Facility Operating License, No. DPR–5, 

which authorizes the possession of the 

Indian Point Nuclear Generating Unit 

No. 1 (IP1). IP1 is a pressurized water 

nuclear reactor that is owned by ENIP2 

and maintained by ENO. IP1 was 

permanently shut down in 1974 and 

placed in a safe storage condition 

pending decommissioning. The facility 

is 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 and 

ENIP2, 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 IP1 license. 

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 

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 will become a direct 

wholly owned subsidiary of Enexus. 

Accordingly, following the corporate 

restructuring, Enexus will acquire 

indirect control of 100 percent of ENIP2. 

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 will undergo a name change to 

become Enexus Nuclear Indian Point 2, 

LLC. The staff understands that ENO 

will request an administrative license 

amendment to conform the IP1 license 

in the near future. 

Notice of the request 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 No. 1. 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 No. 1. 

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 license held by ENIP2 to 

Enexus, as described herein, will not 

affect the qualifications of ENIP2 as 


pwalker on PROD1PC71 with NOTICES