CP-201600933, and Independent Spent Fuel Storage Installation, Submittal of Additional Information Regarding NRC Order Approving Transfer of Licenses and Conforming License Amendments

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and Independent Spent Fuel Storage Installation, Submittal of Additional Information Regarding NRC Order Approving Transfer of Licenses and Conforming License Amendments
ML16266A403
Person / Time
Site: Comanche Peak  Luminant icon.png
Issue date: 09/21/2016
From: Thomas McCool
Luminant Generation Co, Luminant Power
To:
Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
CAC MF7075, CAC MF7076, CP-201600933, TXX-16105
Download: ML16266A403 (50)
v • d • e


Text

Luminant Power II Thomas P. McCool Site Vice President PO Box 1002 Thomas.McCool@Luminant.com 6322 North FM 56 Glen Rose, TX 76043 Luminant T 254 897 6042 c 817 776 0308 F 254 897 6652 CP-201600933 Ref: 10 CFR50.80 TXX-16105 10 CFR50.90 10 CFR 72.50 September 21, 2016 U.S. Nuclear Regulatory Commission Attention: Document Control Desk Director, Office of Nuclear Reactor Regulation Washington, DC 20555-0001

SUBJECT:

Comanche Peak Nuclear Power Plant (CPNPP) and Independent Spent Fuel Storage Installation (ISFSI), Docket Nos. 50-445, 50-446, 72-74 Information Regarding NRC Order Approving Transfer of Licenses and Conforming License Amendments (CPNPP Unit 1 Operating License (NPF-87) and CPNPP Unit 2 Operating License (NPF-89)) (CAC NOS. MF7075 and MF7076)

REFERENCES:

1. Luminant Power Letter logged TXX-15146 from Rafael Flores to the NRC dated November 12, 2015, Application for Order Approving Transfer of Licenses and Conforming License Amendments (CPNPP Unit 1 Operating License (NPF-87) and CPNPP Unit 2 Operating License (NPF-89)) (ML15320A093)
2. Comanche Peak Nuclear Power Plant, Unit Nos. 1 And 2 And Independent Spent Fuel Storage Installation., Order Approving Transfer of Licenses And Conforming Amendments (CAC NOS. MF7075 AND MF7076), dated May 6, 2016 (ML16096A255)

Dear Sir or Madam:

Luminant Generation Company LLC (.Luminant Power") hereby submits additional information in connection with the transfer of licenses requested in Reference 1 and approved by Reference 2.

As specified in the NRC' s Order (Reference 2) Luminant Power is supplying fuformation no later than seven (7) business days prior to the targeted emergence from bankruptcy date of October 3, 2016. provides the final,legal entity names for Reorganized TCEH, Intermediate Holding Company LLC, Operating Company LLC, Asset Company LLC, Preferred Stock Company Corp., and Comanche Peak LLC. Enclosure 2 provides the names of the principal officers and directors of each of the subsidiary companies of TEX Energy (previously identified as Reorganized TCEH). Enclosure 3 provides an updated mark-up of the Unit 1 Operating License NPF-87 and Unit 2 Operating License NPF-89 to reflect the final names for the licensees. Enclosure 4 provides conforming license amendment pages (i.e., Facility

U. S. Nuclear Regulatory Commission TXX-16105 Page 2 of 2 09/2112016 Operating Licenses and Appendix B, Environmental Plan) updated to reflect the final names for the licensees. of this letter provides an updated status of regulatory commitment 5178508 to reflect the additional information provided by this letter. provides the affidavit for Thomas P. McCool regarding the information provided by this letter.

If the NRC requires additional information concerning the enclosed application, please contact Thomas P.

McCool, Site Vice President, Luminant Power, tel: (254) 897-6042 or e-mail (Thomas.McCool@Luminant.com).

Sincerely, Attachment 1 Affirmation of Thomas P. McCool Enclosure 1 Simplified Corporate Ownership Structure - Intended Enclosure 2 General Corporate Information Regarding Intended NRC - Licensees and Their Corporate Parents Enclosure 3 Mark-up of the Unit 1 and Unit 2 Operating Licenses Enclosure4 , Unit 1 and Unit 2 Conforming License Amendment Pages Enclosure 5 Updated Regulatory Commitment William M. Dean, Director, Office of Nuclear Reactor Regulation Kriss Kennedy, Region IV Margaret M. Watford, NRR Resident Inspectors, Comanche Peak Mr. Robert Free Environmental Monitoring & Emergency Response Manager Texas Department of State Health Services Mail Code 1986 P. 0. Box 149347 Austin TX, 78714-9347 to TXX-16105 Page 1 of 1 Affirmation I, Thomas P. McCool, being duly sworn, state that I am the Site Vice President for Comanche Peak Nuclear Power Plant, Luminant Generation Company LLC ("Luminant Power"), that I am authorized to sign and file this additional information in support of its "Application for Order Approving Transfer of Licenses and Conforming License Amendments," with the Nuclear Regulatory Commission on behalf of Luminant Power and its affiliates, and that the statements made and the matters set forth herein pertaining to Luminant Power and its affiliates are true and correct to the best of my knowledge, information, and belief.

Site Vice President STATE OF TEXAS COUNTY OF Sc1ruer11f. \I Subscribed and sworn to before me, a Notary Public, in and for the County and State

~ .

above named, this J. \-day of ~epteMbi't" 2016.

  • ~~"::t~* CALAH NOLAND l~~-~\ Notary Public, State of Texas

'§..,.\~/.,$ My Commission Expires

.,._;f:fE*c,r:.~$1 July 02, 2D19

"**m*

My Commission Expires: J 0\'/ 1, :;)..01 ci to TXX-16105 Page 1 of 1 SIMPLIFIED ORGANIZATION CHART - INTENDED TCEH Corp.

Reorganized TCEH Corp.

I TEX Intermediate Company LLC Intermediate Holding Company LLC I

TEX Operations Company LLC*

Operating Company LLC (Operator)

I TEX Asset Company LLC Asset Company LLC I

TEX Preferred Corp.

Preferred Stock Company Corp.

I Comanche Peak Power Company LLC*

Comanche Peak LLC (Owner)

  • Denotes NRG Licensee.

to TXX-16105 Page 1 of 6 NAME: TCEHCorp_

STATE OF Delaware INCORPORATION:

1601 Bryan Street BUSINESS ADDRESS:

Dallas, TX 75201 Curt Morgan Jeff Hunter Michael Liebelson Gavin Baiera DIRECTORS: Cyrus Madon

  • Geoff Strong Jennifer Box
  • ~fr. Madon is a Canadian Citizen; all other TCEH Corp.

Directors are U.S. Citizens*

Curt Morgan, Chief Executive Officer EXECUTIVE James Burke, Chief Operating Officer PERSONNEL Stephanie Moore, General Counsel to TXX-16105 Page 2 of 6 NAME:

TEX Intermediate Company LLC STATE OF Delaware INCORPORATION:

1601 Bryan Street BUSINESS ADDRESS:

Dallas, TX 75201 Curt Morgan MANAGERS: James Burke (Both managers are U.S Citizens)

Curt Morgan, Chief Executive Officer EXECUTIVE James Burke, Chief Operating Officer PERSONNEL Stephanie Moore, General Counsel to TXX-16105 Page 3 of 6 NAME:

TEX Operations Company LLC STATE OF Delaware INCORPORATION:

1601 Bryan Street BUSINESS ADDRESS:

Dallas, TX 75201 Curt Morgan MANAGERS: James Burke (Both Managers are U.S. Citizens)

Curt Morgan, Chief Executive Officer*

James Burke, Chief Operating Officer Stephanie Moore, General Counsel Ken Peters, Chief Nuclear Officer*

Tom McCool, Site Vice-President*

John Dreyfuss, Plant Manager*

EXECUTIVE Styven Sewell, Sr. Dir. Engineering & Regulatory Affairs*

PERSONNEL Deborah Farnsworth, Dir. Nuclear Oversight*

  • "Dual-hatted" personnel as described in letter TXX-16109 dated September 16, 2016.

(All executive personnel above are U.S. Citizens) to TXX-16105 Page 4 of 6 NAME:

TEX Asset Company LLC STATE OF Delaware INCORPORATION:

1601 Bryan Street BUSINESS ADDRESS:

Dallas, TX 75201 Curt Morgan MANAGERS: James Burke (Both managers are U.S Citizens)

Curt Morgan, Chief Executive Officer EXECUTIVE James Burke, Chief Operating Officer PERSONNEL Stephanie Moore, General Counsel to TXX-16105 Page 5 of 6 NAME:

TEX Preferred Corp.

STATE OF Delaware INCORPORATION:

1601 Bryan Street BUSINESS ADDRESS:

Dallas, TX 75201 Curt Morgan DIRECTORS: James Burke (Both managers are U.S Citizens)

Curt Morgan, Chief Executive Officer EXECUTIVE James Burke, Chief Operating Officer PERSONNEL Stephanie Moore, General Counsel j

to TXX-16105 Page 6 of 6 NAME:

Comanche Peak Power Company LLC STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: 1601 Bryan Street Dallas, TX 75201 Curt Morgan MANAGERS: James Burke (Both managers are U.S Citizens)

Curt Morgan, Chief Executive Officer*

James Burke, Chief Operating Officer Stephanie Moore, General Counsel Ken Peters, Chief Nuclear Officer*

EXECUTIVE Tom McCool, Site Vice-President*

PERSONNEL

  • "Dual-hatted" personnel as described in letter TXX-16109 dated September 16, 2016.

(All executive personnel above are U.S. Citizens)

. Enclosure 3 to TXX-16105 (19 total pages including this page)

Mark-up of Unit 1 and Unit 2 Operating Licenses Facility Operating License No. NPF-87 Pages 1-9 Facility Operating License No. NPF-89 Pages 1-8 Appendix B, Environmental Protection Plan Cover page

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555*0001 COMANCHE PEAK POWER COMPANY LLC AND TEX OPERATIONS COMPANY LLC TEX Operations Company LLC ("TEX OpCo"), acting on its own behalf and for DOCKET NO. 50-445 Comanche Peak Power Company LLC OMANCHE PEAK NUCLEAR POWER PLANT UNIT NO. 1

("CP PowerCo"),

hereinafter individually FACILITY OPERATING LICENSE (licensee) as License No. NPF-87 appropriate, or together (licensees) 1.

A. The application for a license filed by luminant Generotion Company LLG*

(licensee), complies with the standards and requirements of the Atomic Energy Act of 1954, as amended {the Act), and the Commission's regulations set forth in 10 CFR*Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Co_n~tf_uction of the Comanche Peak Nuclear Power Plant, Unit No. 1 (the facility), has been substantiaily completed in conformity with Construction Permit No. CPPR-126 and the application, as amended, the provisions of the Act, and the regulations of the Commission; C. The facility will operate in conformity with the application; as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.D below);

D. There is reasonable assuranc;e: (i) that the actiVities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I, except as exempted from compliance in Section 2.D below;

  • Luminant Generation Company LLC, was previously named as TXU Generation Company LP.

The legal name was changed in connection with the indirect license transfer application dated April 18, 2007, as supplemented July 20, 2007.

Unit 1

<cy Amendment No.@, 89, 90, 139, 15Q)

ITEXOpCo ~ E. Luminant Generation Company LLC is technically qualified to engage in the activities authorized by this operating license in accordance with the ICP Power Co hCommission's regulations set forth in 10 CFR Chapter I;

  • F. %e licensee has satisfied the applicable provisions of 10 CFR 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Facility Operating License No. NPF-87 subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and I. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70, except that an exemption to the provisions of 70.24 is granted as described in paragraph 2.D below. *
2. Based on the foregoing findings regarding this facility, Facility Operating License No. NPF-87 is hereby issued to the licensee, to read as follows:

A. This license applies to the Comanche Peak Nuclear Power Plant, Unit No. 1, a pressurized-water nuclear reactor and associated equipment (the facility), owned by the licensee. The facility is located on Squaw Creek Reservoir in Somervell County, Texas about 5 miles north-northwest of Glen Rose, Texas, and about 40 mfl~s southwest of Fort Worth in north-central Texas and is described in the licensee's Final Safety Analysis Report, as supplemented and amended, and the licensee's Environmental Report, as supplemented and amended.

B. Subject to the con.ditions and requirements Incorporated herein, the Commission hereby licenses:

(1) Pursuant to Section 103 oOhe Act and 10 CFR Part 50, "D.omestic

~ Licensing and Production and Utilization Facilities," Ll:lminant Gcnerotion Company LLC to possess, use, and operate the facility at the designated location in Somervell County, Texas in accordance with the procedures and limitations set forth in this license; (2) NOT USEll ~

CP PowerCo, pursuant to 10 CFR Part 50, to possess the facility at the designated location in Somervell County, Texas in accordance with the procedures and limitations set forth in this license;

<9-Unit 1 Amendment No. (§i, 89, 90, 139, 1si')

(3) Luminant Generation Company LLC, pursuant to the Act and 10 CFR art 70, to receive, possess, and use at any time, special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, and described in the Final Safety Analysis Report, as supplemented and amended; Luminant G_enemtion Company LLC, pursuant to the Act and 10 CFR Parts 30, 40 arid 70, to receive, possess, and use, at any time, any byproduct, source, and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; TEXOpCo Luminant Generation Company LLC, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use in amounts as required, any byproduct, source, and special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; ~nd (6) Luminant Generation Company LLC, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.

C. This license shall be deemed to conta.in and is subject to the conditions specified in the Commissio_n's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commfssion now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

(1) Maximum Power Level

~ - -

~-- ~ Luminant Generation Company LLC is authorized to operate the facility at reactor core power levels not in excess of 3458 megawatts thermal through Cycle 13 and 3612 megawatts thermal starting with Cycle 14 in accotaance with the conditions *specified h~rein.

(2) Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A as revised thr<;>ugh Amendment No. eS and the Environmental Protection Plan contained in

~ Appendix B, are hereby incorporated into this license. Luminant

~ ~Generation Company bLC shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

Unit 1 Amendment No.~

(3) Antitrust Conditions DELETED CP PowerCo (4) License Transfer The Luminant Generation Company LLC Decommissioning Master Trust Agreement for the facility at the time the license transfers are effected and thereafter, is subject to the following:

(a) DELETED (b) DELETED (c). The appropriate section of the decommissioning trust agreement must state that investments made in trust by the trustee, investment advisor, or anyone else directing the investments made in the trusts shall adhere to investment guidelines established by the PUCT (e.g., 16 Texas Administration Code 25.301);

(d) DELETED (e) DELETED Amendment No.@, 90, 94, 103 139 j.

(5) License Transfer Lurninant Generation Cornpany LLC shall provide decommissioning funding assurance, to be held in a decommissioning trust for the facility upon the direct transfer of the facility license to Luminant Generation Cornpany LLC, in an amount equal to or greater than the balance in the facility decommissioning trusts immediately prior to the transfer. In Luminant Generation Company LLC shall ensure that all CP PowerCo ements referred to in the application for approval of the transfer of the facility license Luminant Generation Company LLC, to obtain necessary decommissioning funds for the facility through a non-bypassable charge are executed and will be maintained until the decommissioning trusts are fully funded, or shall ensure that other mechanisms that provide equivalent assurance of decommissioning funding in accordance with the Commission's regulations are maintained.

(6) License Transfer (7)

DELETED License Transfer Luminant Generation Company LLC and its subsidiaries agree to provide r

the Director, Office of Nuclear Reactor Regulation, a copy of any CP PowerCo

  • ation, at the time it is filed, to transfer (excluding grants of security interests or liens Luminant Generation Company LLC or its subsidiaries to its proposed parent, or to any other affiliated company, facilities for the production of electric energy having a depreciated book valu.E;l ~X~~~c_:j_i_11g t~n percent (10%) of such licensee's consolidated net utility plant, as recorded on L-urninant Generation Company LLC's book of accounts. ~ ..-----"'-*-----~

yep PowerCo's l (8) Mitigation Strategy License Condition The licensee shall develop and maintain strategies for addressing large fires and explosions and that include the following key areas:

(a) Fire fighting response strategy with the following elements:

1. Pre-defined coordinated fire response strategy and guidance
2. Assessment of mutual aid fire fighting assets
3. Designated staging areas for equipment and materials
4. Command and control
5. Training of response personnel Amendment No. 68, 90, 103 139 Revised by letter dated July 26, 2007

(b) Operations to mitigate fuel damage considering the following:

1. Protection and use of personnel assets
2. Communications TEX OpCo, the parent company 3. Minimizing fire spread of CP PowerCo, shall enter into 4. Procedures for implementing integrated fire response the $300 million support strategy agreement as described in the
5. Identification of readily-available pre-staged equipment November 12, 2015 application for license transfer, with CP
6. Training on integrated fire response strategy PowerCo, no later than the time 7. Spent fuel pool mitigation measures the proposed license transfer occurs. CP PowerCo shall take (c) Actions to minimize release to include consideration of:

no action to cause TEX OpCo,

1. Water spray scrubbing
2. Dose to onsite responders Following the subject transfer of control of the licenses, all of the directors of CP PowerCo and TEX OpCo who can vote on activities support agreement with Luminant Investment Company LLC, as governed by the CPN PP license described in the July 20, 2007 supplement to the April 18, 2007 indirect and all of the officers of CP PowerCo and TEX OpCo with license transfer application, no later than the time the proposed direct responsibility for activities transactions and indirect license transfers occur. Luminant Generation governed by the CPNPP license Company LLC shall take no action to cause Luminent Investment shall (1) be U.S. citizens and not Company LLC, or its successors and assigns, to void, cancel, or modify appointed by a foreign entity and the support agreement or cause it to fail to perform, or impair its (2) have exclusive authority to performance under the support agreement, without the prior writte.>--...._C_P_P_o_w_e_rC_o___,

ensure and shall ensure that the consent of the NRC. The support agreement may not be amen d or business and activities of TEX modified without 30 days prior written notice to the Director he Office OpCo and CP PowerCo with of Nuclear Reactor Regulc;tticin or his designee. An exe ed copy ~f the respect to the CPNPP license is at support agreement shall be s1,1bmitted to the NRG n ater th::m 30 days all times conducted in a manner after the completion of the proposed *transactio nd the indireot license consistent with the public health transfers. LumiRant Generation Gomp(!lny LLG shall inform the NRC in and safety and common defense writing anytime it draws upon the support agreement.

and security of the United States.

. I officers of the general partner or controlling member of the licensee of GPNPP shall be U.S. citiz:ens. This condition may be amended upon application by the

  • nsee and approval by the Director of the Office of Nuclear Reactor Regulation. either D. The following exemptions are authorized by law and will not endanger life or property or the common defense and security. Certain special circumstances are
  • present and these exemptions are otherwise in the public interest. Therefore, these exemptions are hereby granted pursuant to 10 CFR 50.12.

(1) The facility requires a technical exemption from the requirements of 10 CFR Part 50, Appendix J, Section lll.D.2(b)(ii). The justification for this exemption is contained in Section 6.2.5 of Supplement 22 to the Safety Evaluation Report dated January 1990. The staff's environmental assessment was published on November 14, 1989 (54 FR 47430).

_ _____,Y Unit 1 Amendment No{§, eo, 1oa,1ae 15V

Therefore, pursuant to 10 CFR 50.12(a)(1 ), and 10CFR 50.1 2(a)(2)(ii) and (iii), the Comanche Peak Nuclear Power Plant, Unit 1 is hereby granted an exemption from the cited requirement and instead, is required to perform the overall air lock leak test at pressure Pa prior to establishing containment integrity if air lock maintenar:ice has been performed that could affect the air lock sealing capability.

(2) The facility was previously granted an exemption from the criticality monitoring requirements of 10 CFR 70.24 (see Materials License No. SNM-1912 dated December 1, 1988 and Section 9.1.1 of Supplement 22 to the Safety Evaluation Report dated January 1990). The staffs environmental assessment was published on November 14, 1989 (54 FR 47432). The Comanche Peak Nuclear Power Plant, Unit 1 is hereby exempted from the criticality monitoring provisions of 1o CFR 70.24 as applied to fuel assemblies held under this license.

(3) The facility requires a temporary exemption from the scheduler requirements of 10 CFR50.33(k) and 10 CFR 50.75. The justification for this exemption is contained in Section 20-.6 of Supplement 22 to the Safety Evaluation Report dated January 1.990. The staff's environmental assessment was published on November 14, 1989 (54 FR 47431).

Therefore, pursuant to 10 CFR 50.12(a)(1 ), 50.12(a)(2)(iii) ahd 50.12(a)(2)(v), the Comanche Peak Nuclear Power Plant, Unit 1 is hereby granted a temporary exemption from the scheduler requirements of 1O -

CFR q0.33(k) and 10 CFR 5_0. 75 and is required to submit a decommissioning funding report for Comanche Peak Nuclear Power Plant, Unit 1 on or before July 26, 1990.

E. DELETED F. In order to ensure that Luminant Generation Company LLC will exercise the authority as the surf e landowner in a timely manner and _that the requirements of 10 CFR Part 10.0. (a) are satisfied, this license is subject to the additional cond-itions spe

  • ied below: (Section 2.1.1, SER)

(1) For at portion of the exclusion area which is within 2250 ft of any s *smic Category I building or within 2800 ft of either reactor containment uildi Luminant Generation Company LLC must prohibit the exploration CP PowerCo L---.._ _...._ /or exercise of sub~urf~ce mineral rights, and if the subsurface

...__ _ _ _ ___, mineral rights owners attempt to exercise their rights within this area, Luminant Generation Company LLC must immediately institute immediately effective condemnation pre>ceedings to obtain the mineral rights in this area. - .-C-P_P_ow-e-rC_o__,

(2) For the unowned subsurface mineral rights within the exclusion area not covered in item ( , Luminant Genera!ion Company LLC will prohibit the ex

  • n I r exercise of mineral rights until and unless the licensee

._c_P_P_o_w_e_rC_o__.L----and th_e owners of the mineral rights enter into an agreement which gives Lumin_qnt Ge-neratiori Company LLC absolute authority to determine all activities - including times of arrival and locations of personnel and the authority to remove per~onnel and equipment - in event of emergency.

If the mineral rights owners attempt to exercise their rights within this area without first entering into such an agreement, Luniinant Generation Company LLC must institute immediately effective condemnation proceedings to obtain the mineral rights in this area. Y Unit 1 Amendment No.@.a, 84, 90, 103, 139 150]

Luminant GeneFation Company LLC shall promptly notify the NRC of any attempts by subsurface mineral rights owners to exercise mineral rights, CP PowerCo

  • in any legal proceeding initiated by mineral rights owners against G. Luminant Generation Company LLC shall implement and maintain in effect all revisions of the approved fire protection program as described in the Final Safety Analysis Report through Amendment 78 and as approved in the SER (NUREG-0797) and its supplements through SSER 24, subject to the following provision:

Luminant Generation Company LLC may make changes to the approved fire protection program without prior approval of the Commission only if those TEXOpCo changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

H. Luminant Generation Company LLC shall fully implement and maintain in effect all provisions of the physical security, guard training and qualification, and safeguards contingency plans, previously approved by the Commission, and all amendments made pursuant to the authority of 10 CFR 50.90 and 1 O CFR 50.54(p). The plans, which contain safeguards information protected under 10 CFR 73.21, are entitled: Comanche Peak Steam Electric Station Physical Security Plan" with revisions submitted through May 15, 2006, with limited approvals as provided for in the Safety Evaluation by the Office of Nuclear Reactor Regulation dated December 5, 2000; "Comanche Peak Steam Electric Station Security Training and Qualification Plan" with revisions submitted through May 15, 2006; and "Comanche Peak Steam Electric Station Safeguards Contingency Plan" with revisions submitted through May 15, 2006. Luminant Generation Company LLC shall fully implement and maintain in effect all provisions of the

~Commission-approved cyber security plan (CSP), including changes made pursuant tp the authority of 10 CFR 50.90 and 10 CFR 50.54(p). Luminant I , 1 ;;rGeneration Company LLC CSP was approved by License Amendment No. 155, as

.TEX OpCo s ! ' supplemented by a change approved by License Amendment 163.

I. The licensee shall have and maintain financial protection of such type and in ICP PowerCo ~such amounts as the Commission shall require in accordance with Section 170 of the Atomic Energy Act of 1954, as amended, to cover public liability claims..

J. NOT USED Unit 1 Amendment No. 68, 82, QO, 13Q, 155163 Revised by letter dated March 15, 2007

!For Information Only I K. This license is effective as of the date of issuance and shall expire at Midnight on February 8, 2030.

FOR THE NUCLEAR REGULATORY COMMISSION original signed by:

Thomas E. Murley, Director Office of Nuclear Reactor Regulation Attachments/Appendices:

1. Appendix A -Technical Specifications (NUREG-1399)
2. Appendix B - Environmental Protection Plan
3. Appendix C - Antitrust Conditions Date of Issuance: April 17, 1990 Amendment No.@8, 82, 90 13t

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-0001 COMANCHE PEAK POWER COMPANY LLC AND TEX OPERATIONS COMPANY LLC LUMINANT GENERATION COMPANY LLG TEX Operations Company LLC ("TEX OpCo"), acting on DOCKET NO. 50-446 its own behalf and for Comanche Peak Power COMANCHE PEAK NUCLEAR POWER PLANT, UNIT NO. 2 Company LLC ("CP PowerCo"), hereinafter FACILITY OPERATING LICENSE individually (licensee) as appropriate, or together License No. NPF-89 (licensees)

A. The application for a license filed l::iy Luminant Generation Company LLC*

(licensee), complies with the standards and requirements cif the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made;

8. Construction of the Comanche Peak Nuclear Power Plant, Unit No. 2 (the facility), has been substantially completed in conformity with Construction Permit No. CPPR-127 and the application, as amended, the provisions of the Act, and the regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.0 below);

D. There is reasonable assurance: (i) that the activities .authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I, except as exempted ITEX OpCo ~m compliance in Section 2.D. below; .

E. Luminant Generation Company LLC is technically qualified to engage in the activities authorized by this operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I;

  • Luminant Generation Company LLC, was previously named as TXU Generation Company LP.

The legal name was changed in connection with the indirect license transfer application dated April 18, 2007, as supplemented July 20, 2007.

Unit 2 Amendment No.(68, 89, 90, 139 150)

~\t .

F. The licensee has satisfied the applicable provisions of 10 CFR 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Facility Operating License No. NPF-89 subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and I. The receipt, possession, and use of source, byproduc,, and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70, except that an exemption to the provisions of 70.24 is granted as described in paragraph 2.D below.

2. Pursuant to approval by the Nuclear Regulatory Commission at a meeting on April 6, 1993, the License for Fuel Loading and Low Power Testing, License No. NPF-88, issued on February 2, 1993, is superseded by Facility Operating License No. NPF-89 hereby issued to the licensee, to read as follows:

A. This license applies to the Comanche Peak Nuclear Power Plant, Unit No. 2, a pr~ssurized-water nuclear reactor and associated equipment (the facility), owned by ihe licensee. The facility is located on Squaw Creek Reservoir in Somervell County; Texas ab.out 5 miles north-northwest of Glen Rose, Texas, and about 40 mjle!) _~'?~.tiw~st of Fort Worth in north-central Texas and is described in the licensee's Finar Safety Analysis Report, as supplemented and iamended, and the licensee's Environmental Report, as supplemented and amended.

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

(1} -Pursuant to Section 103 of the Act and 10 CFR Part 50, "Domestic Licensing of Production and Utilization Facilities," Luminant Generation

~ .......:7"Gompany LLG to possess, use, and ?perate the facili~y at the designated

~ - location m Somervell County, Texas m accordance with the procedures and limitations set forth in this license; (2) NOT USEO ~

CP PowerCo, pursuant to 10 CFR Part 50, to possess the facility at the designated location in Somervell County, Texas in accordance with the procedures and limitations set forth in this license; Unit2 Amendment No.@!. SQ, BO, 139 150j

(3) Luminant Generation Company LLC, pursuant to the Act and 10 CFR art 70, to receive, possess, and use at any time, special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, and described in the Final Safety Analysis Report, as supplemented and amended; (4) 1=HlFRH=1ARl-t;ieAf~'ISF1K:;4*A1eai:w-1::+/-h, pursuant to the Act and 10 CFR arts 30, 40 and 70, to receive, possess, and use, at any time, any byproduct, source, and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; TEX OpCo

_ , pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use in amounts as required, any byproduct, source, and special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and (6) , pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.

C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

(1) Maximum Power Level 1-TE_X_O_p_C_o --.h

'------=----' Luminant Generation Company LLC is authorized to operate the facility at reactor core power levels not in excess of 3458 megawatts thermal through Cycle 11and3612 megawatts thermal starting with Cycle 12 in accordance with the conditions specified herein.

(2) Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A as revised through Amendment No. 465 and the Environmental Protection Plan contained in

~ . Appendix B, are hereby incorporated into this license. Luminant

~Gener=ation Company LLC shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

(3) Antitrust Conditions DELETED Unit 2 Amendment No.~

CP PowerCo (4) License Transfer The Lurninant Generation Cornpany LLC Decommissioning Master Trust Agreement for the facility at the time the license transfers are effected and thereafter, is subject to the following:

(a) DELETED (b) DELETED (c) The appropriate section of the decommissioning trust agreement must state that investments made in trust by the trustee, investment advisor, or anyone else directing the investments made in the trusts shall adhere to investment guidelines established by the PUCT (e.g., 16 Texas Administration Code 25.301);

(d) DELETED (e) DELETED (5) License Transfer Lurninant Generation Cornpany LLC shall provide decommissioning funding assurance, to be held in a decommissioning trust for the facility upon_ the direct tr~nsfer of the facility license to Lurninant Generation J::;ElfffiE.aR'lf-i::ll::b-:-, in an amount equal to or greater than the balance in the acility decommissioning trusts immediately prior to the transfer. In additio *

  • shall ensure that all con t al arrangements referred to in the application for approval of the ansfer of the facility license Lurninant Generation Company LLC, to
  • ecommissioning funds for the facility through a CP PowerCo

non-bypassable charge are executed and will be maintained until the decommissioning trusts are fully funded, or shall ensure that other mechanisms that provide equivalent assurance of decommissioning funding in accordance with the Commission's regulations are maintained.

(6) License Transfer (7)

DELETED License Transfer Luminant Generation Company LLC and its subsidiaries agree to provide the Director, Office of Nuclear Reactor Regulation, a copy of any c

CP PowerCo

  • at the time it is filed, to transfer (excluding grants of security interests or liens) ro Luminant Generation Company LLC or its .

subsidiaries to its proposed parent, or to any other affiliated company, facilities for the production of electric energy having a depreciated book value exceeding ten percent (10%) of such licensee's consolidated net utility plant, as recorded on L"miAaRI GeAe~om~aAy LLG's book of accounts.

- CP PowerCo's I (8) Mitigation Strategy License Condition The licensee shall develop and maintain strategies for addressing large fires ~nd explosions and that include the following key areas:

(a) Fire fighting response strategy with the following elements:

1. Pre-defined coordinated fire response strategy and guidance
2. Assessment of mutual aid fire fighting assets
3. Designated staging areas for equipment and materials
4. Command and control
5. Training of response personnel (b) Operations to mitigate fuel damage considering the following:
1. Protection and use of personnel assets
2. Communications
3. Minimizing fire spread
4. Procedures for implementing integrated fire response strategy
5. Identification of readily-available pre-staged equipment
6. Training on integrated fire response strategy
7. Spent fuel pool mitigation measures (c) Actions to minimize release to include consideration of:
1. Water spray scrubbing
2. Dose to onsite responders Amendment No. 68, 90, 103 139 Revised by letter dated July 26, 2007

(9) License Transfer Luminant Generation Company LLC shall enter into the $250 million TEX OpCo, the parent sup19ert agreement witA Luminant Investment Company LLC, as company of CP PowerCo, shall described in tAc July 20, 2007 supplement to tAe_ .'\pril 1B, 2007 indirect enter into the $300 million lioense tr=tinsfer application, n9 later than the time the proposed support agreement as transactions and indirect license transfers oeeur. Luminant Generation described in the November 12, 2015 application for license Company LLC shall take no action to cause Luminant Investment transfer, with CP PowerCo, no Company LLC, or its successors and assigns, to void, cancel, or modify the later than the time the support agreement or cause it to fail to perform, or impair its performance proposed license transfer under the support agreement, without the prior written consent of the NRC.

occurs. CP PowerCo shall take The support agreement n:iay not be amended or modifiecl without 30 days no action to cause TEX OpCo, prior written notice to the Director of the Office of Nuclear Reactor Regulation or his designee. An executed copy of the s1.,1pport agreement s_hall be submitted to the NRC no later than 30 days after the completion of th~ p~oposed tran.sactions and the indirect license transfers. Luminant Generation Company LLG shall inform the NRC in writing anytime it draws

~pon the support agreement.

FollQwing the subject indirect transfer of control of the licenses, all of the officers Of the general J:]aFtner OF controlling member of the licensee Of CPNPP shall be U.S. citizens. This condition may be amended upon application by tAe r ensee and approval by the Director of the Office of Nuclear Reactor R gu a * . either D. The following exemptions are authorized by law and will not endanger life or

.-F-ol-lo-w-in-g-th"""""e-s-ub-je_c_t-tr-an-sf_e.....,r property or the common defense and security. Certain special circumstances are of control of the licenses, all present and these exemptions are otherwise in the public interest. Therefore, of the directors of cP these exemptions are hereby granted:

PowerCo and TEX OpCo who can vote on activities (1) The facility requir~s a te~hnical_ exemption from the requirements of governed by the CPNPP 10-CFR Part 50, Appendix J, Section Ill. D.2(b}(ii). The justification for this license and all of the officers exemption is contained in Section 6.2.5.1 of Supplement 26 to the Safety of CP PowerCo and TEX OpCo Evaluation Report dated February 1993. The staff's environmental with direct responsibility for assessment was published on January 19, 1993 (58 FR 5036).

activities governed by the Therefore, pursuant to 10 CFR 50.12(a)(1 ), 10 CFR 5Q.12(a)(2)(ii) and CPNPP license shall (1) be U.S. (iii), the Ce>man.che Peak Nuclear_ Power Plant, Unit 2 is hereby granted citizens and not appointed by ao ~xemption from the cited requirement and instead, is required to a foreign entity and (2) have perform the overall air lock leak test at pressure Pa prior to establishing exclusive authority to ensure containment integrity if air lock maintenance has been performed th~t and shall ensure that the could affect the air lock sealing capatillity.

business and activities ofTEX OpCo and CP PowerCo with The facility was previously granted exemption from the criticality respect to the CPNPP license is at all times conducted in a Monitoring requirements of 10 CFR 70.24 (see Materials License No.

manner consistent with the SNM-1986 dated April 24, 1989 and Section 9.1.1 of SSER 26 dated public health and safety and February 1993.) The staff's environmental assessment was published on common defense and security January 19, 1993 (58 FR 5035). The Comanche Peak Nuclear Power of the United States. Plant, Unit 2 is hereby exempted from the criticality monitoring provisions of 10 CFR 70.24 as applied to fuel assemblies held under this license.

Unit2 Amendment No.(iie. 90, 103, 139 150

E. DELETED F. In order to ensure that will exercise the authority as the surf landowner in a timely manner and that the requirements of 10 CFR 100.3 ( are satisfied, this license is subject to the additional conditions speci "ed below: (Section 2.1, SER)

(1) For at portion of the exclusion area which is within 2250 ft of any s

  • mic Category I building or within 2800 ft of either reactor containment uildin Luminant Generation Company LLC must prohibit the exploration or exercise of subsurface mineral rights, and if the subsurface CP PowerCo mineral rights owners attempt to exercise their rights within this area, Luminant Generation Company LLC must immediately institute immediately effective condemnation proceedings to obtain the mineral rights in this area. ,....C_P_P_o_w_e-rC_o___,

(2) For the unowned subsurface mineral rights within the exclusion area not covered in item *

  • will prohibit the e and/or exercise of mineral rights until and unless the licensee and the owners of the mineral rights enter into an agreement which gives Luminant Generation Company LLC absolute authority to determine all activities - including times of arrival and locations of personnel and the authority to remove personnel and equipment - in event of emergency. If the mineral rights owners attempt to exercise their rights within this area without first entering into such an agreement, Luminant Generation Company LLC must immediately institute immediately effective condemnation proceedings to obtain the mineral rights in this area.

(3) Luminant Generation Company LLC shall promptly notify the NRC of any ICP PowerCo LJI attempts by subsurface mineral rights owners to exercise mineral rights,

.....- - - - - - -1 \j including any legal proceeding initiated by mineral rights owners against Luminant Generation Company LLC.

G. Luminant Generation Company LLC shall implement and maintain in effect all rovisions of the approved fire protection program as described in the Final Safety Analysis Report through Amendment 87 and as approved in the SER (NUREG-0797) and its supplements through SSER 27, subject to the following TEX OpCo Luminant Generation Company LLC may make changes to the approved fire protection program without prior approval of the Commission only if those changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

Amendment No.@8, 62, 69, 90, 103 139 T

H. Luminant Generation Company LLC shall fully implement and maintain in effect

.- ;1' all provisions of the physical security, guard training and qualification, and

~ safeguards contingency plans, previously approved by the Commission, and all amendments made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The plans, which contain safeguards information protected under 10 CFR 73.21, are entitled: "Comanche Peak Steam Electric Station Physical Security Plan" with revisions submitted through May 15, 2006, with limited approvals as provided for in the Safety Evaluation by the Office of Nuclear Reactor Regulation dated December 5, 2000; "Comanche Peak Steam Electric Station Security Training and Qualification Plan" with revisions submitted through

  • May 15, 2006; and "Comanche Peak Steam Electric Station Safeguards Contingency Plan" with revisions submitted through May 15, 2006. Luminant Generation Company LLC shall fully implement and maintain in effect all ITEX OpCo P provisions of the Commission-approved cyber security plan (CSP), including changes made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p).

TEX C , L___;:;;/Luminant Generation Company LLC CSP was approved by License Amendment

___ 0 ..__P_0_5~! *No. 155, as supplemented by a change approved by License Amendment 163.

I. The licensee shall have and maintain financial protection of such type and in vsuch amounts as the Commission shall require in accordance with Section 170 of lCP PowerCo the Atomic Energy Act of 1954, as amended, to cover public liability claims.

J. NOT USED K. This license is effective as of the date of issuance and shall expire at Midnight on February 2, 2033.

FOR THE NUCLEAR REGULATORY COMMISSION Original signed by:

Thomas E. Murley, Director Office of Nuclear Reactor Regulation Attachments/Appendices:

1. Appendix A- Technical Specifications (NUREG-1468)
1. Appendix B - Environmental Protection Plan
3. Appendix C - Antitrust Conditions Date of Issuance: April 6, 1993 Unit 2 Amendment No. 68, 82, 89, 90, 139155, 163 Revised by letter dated July 26, 2007

COMANCHEPEAKPOWERCOMPANYLLC AND TEX OPERATIONS COMPANY LLC APPENDIXB TO FACILITY OPERATING LICENSE NOS. NPF-87 & NPF-89 COMANCHE PEAK NUCLEAR POWER PLANT UNITS 1 & 2 DOCKET NOS. 50-445 & 50-446 ENVIRONMENTAL PROTECTION PLAN (NON RADIOLOGICAL)

Amendment

~

No.~, 90, 104, 1~9. 15§)

Enclosure 4 to TXX-16105 (19 total pages including this page)

Unit 1 and 2 Conforming License Amendment Pages Replace the following pages of the Facility Operating Licenses numbered NPF-87 and NPF-89, with the attached revised pages. The revised pages are identified by amendment number and contain marginal lines indicating the areas of change.

  • Facility Operating License No. NPF-87 Remove Pages 1-9 Pages 1-9 Facility Operating License No. NPF-89 Remove Pages 1-8 Pages 1-8 Appendix B, Environmental Protection Plan Remove Cover page Cover page

COMANCHE PEAK POWER COMPANY LLC AND TEX OPERATIONS COMPANY LLC DOCKET NO. 50-445 COMANCHE PEAK NUCLEAR POWER PLANT, UNIT NO. 1 FACILITY OPERATING LICENSE License No. NPF-87

1. The Nuclear Regulatory Commission (the Commission) has found that:

A. The application for a license filed by TEX Operations Company LLC

("TEX OpCo"), acting on its own behalf and for Comanche Peak Power Company LLC ("CP PowerCo"), hereinafter individually (licensee) as appropriate, or together (licensees), complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Comanche Peak Nuclear Power Plant, Unit No. 1 (the facility),

has been substantially completed in conformity with Construction Permit No.

CPPR-126 and the application, as amended, the provisions of the Act, and the regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.D below);

D. There is reasonable assurance: (i) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I, except as exempted from compliance in Section 2.D below; Unit 1 Amendment No. 167

E. TEX OpCo is technically qualified to engage in the activities authorized by this operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; F. CP PowerCo has satisfied the applicable provisions of 10 CFR 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Facility Operating License No. NPF-87 subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and I. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70, except that an exemption to the provisions of 70.24 is granted as described in paragraph 2.D below.

2. Based on the foregoing findings regarding this facility, Facility Operating License No.

NPF-87 is hereby issued to the licensee, to read as follows:

A. This license applies to the Comanche Peak Nuclear Power Plant, Unit No. 1, a pressurized-water nuclear reactor and associated equipment (the facility), owned by the licensee. The facility is located on Squaw Creek Reservoir in Somervell County, Texas about 5 miles north-northwest of Glen Rose, Texas, and about 40 miles southwest of Fort Worth in north-central Texas and is described in the licensee's Final Safety Analysis Report, as supplemented and amended, and the licensee's Environmental Report, as supplemented and amended.

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

(1) Pursuant to Section 103 of the Act and 10 CFR Part 50, "Domestic Licensing and Production and Utilization Facilities," TEX OpCo to possess, use, and operate the facility at the designated location in Somervell County, Texas in accordance with the procedures and limitations set forth in this license; (2) CP PowerCo, pursuant to 10 CFR Part 50, to possess the facility at the designated location in Somervell County, Texas in accordance with the procedures and limitations set forth in this license; Amendment No. 167 Unit 1

(3) TEX OpCo, pursuant to the Act and 10 CFR Part 70, to receive, possess and use at any time, special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, ~md described in the Final Safety Analysis Report, as supplemented and amended; (4) TEX OpCo, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use, at any time, any byproduct, source, and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; (5) TEX OpCo, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use in amounts as required, any byproduct, source, and special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and (6) TEX OpCo, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.

C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

(1) Maximum Power Level TEX OpCo is authorized to operate the facility at reactor core power levels not in excess of 3458 megawatts thermal through Cycle 13 and 3612 megawatts thermal starting with Cycle 14 in accordance with the conditions specified herein.

(2) Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A as revised through Amendment No. 165, and the Environmental Protection Plan contained in Appendix B, are incorporated into this license. TEX OpCo shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

Unit 1 Amendment No. 167

(3) Antitrust Conditions DELETED (4) License Transfer The CP PowerCo Decommissioning Master Trust Agreement for the facility at the time the license transfers are effected and thereafter, is subject to the following:

(a) DELETED (b) DELETED (c) The appropriate section of the decommissioning trust agreement must state that investments made in trust by the trustee, investment advisor, or anyone else directing the investments made in the trusts ~hall adhere to investment guidelines established by the PUCT (e.g., 16 Texas Administration Code 25.301);

(d) DELETED (e) DELETED Unit 1 Amendment No. 167

(5) License Transfer CP PowerCo shall provide decommissioning funding assurance, to be held in a decommissioning trust for the facility upon the direct transfer of the facility license to CP PowerCo, in an amount equal to or greater than the balance in the facility decommissioning trusts immediately prior to the transfer. In addition, CP PowerCo shall ensure that all contractual arrangements referred to in the application for approval of the transfer of the facility license to CP PowerCo, to obtain necessary decommissioning funds for the facility through a non-bypassable charge are executed and will be maintained until the decommissioning trusts are fully funded, or shall ensure that other mechanisms that provide equivalent assurance of decommissioning funding in accordance with the Commission's regulations are maintained.

(6) License Transfer DELETED (7) License Transfer CP PowerCo agrees to provide the Director, Office of Nuclear Reactor Regulation, a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from CP PowerCo to its proposed parent, or to any other affiliated company, facilities for the production of electric energy having a depreciated book value exceeding ten percent (10%) of such licensee's consolidated net utility plant, as recorded on CP PowerCo's book of accounts.

(8) Mitigation Strategy License Condition The licensee shall develop and maintain strategies for addressing large fires and explosions and that include the following key areas:

(a) Fire fighting response strategy with the following elements:

1. Pre-defined coordinated fire response strategy and guidance
2. Assessment of mutual aid fire fighting assets
3. Designated staging areas for_ equipment and materials
4. Command and control
5. Training of response personnel Unit 1 Amendment No. 167

(b) Operations to mitigate fuel damage considering the following:

1. Protection and use of personnel assets
2. Communications
3. Minimizing fire spread
4. Procedures for implementing integrated fire response strategy
5. Identification of readily-available pre-staged equipment
6. Training on integrated fire response strategy
7. Spent fuel pool mitigation measures (c) Actions to minimize release to include consideration of:
1. Water spray scrubbing
2. Dose to onsite responders (9) License Transfer TEX OpCo, the parent company of CP PowerCo, shall enter into the $300 million support agreement as described in the November 12, 2015 application for license transfer, with CP PowerCo, no later than the time the proposed license transfer occurs. CP PowerCo shall take no action to cause TEX OpCo, 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 the 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 license transfers. CP PowerCo shall inform the NRC in writing anytime it draws upon the support agreement.

Following the subject transfer of control of the licenses, all of the directors of CP PowerCo and TEX OpCo who can vote on activities governed by the CPNPP license and all of the officers of CP PowerCo and TEX OpCo with direct responsibility for activities governed by the CPNPP license shall (1) be U.S. citizens and not appointed by a foreign entity and (2) have exclusive authority to ensure and shall ensure that the business and activities of TEX OpCo and CP PowerCo with respect to the CPNPP license is at all times conducted in a manner consistent with the public health and safety and common defense and security of the United States.

This condition may be amended upon application by either licensee and approval by the Director of the Office of Nuclear Reactor Regulation.

D. The following exemptions are authorized by law and will not endanger life or property or the common defense and security. Certain special circumstances are present and these exemptions are otherwise in the public interest. Therefore, these exemptions are hereby granted pursuant to 10 CFR 50.12.

(1) The facility requires a technical exemption from the requirements of 10 CFR 50, Appendix J, Section 111.D.2{b){ii). The justification for this exemption is contained in Section 6.2.5 of Supplement 22 to the Safety Evaluation Report dated January 1990. The staff's environmental assessment was published on November 14, 1989 (54 FR 47430).

Unit 1 Amendment No. 167

Therefore, pursuant to 10 CFR 50.12(a)(1 ), and 10 CFR 50.12(a)(2)(ii) and (iii), the Comanche Peak Nuclear Power Plant, Unit 1 is hereby granted an exemption from the cited requirement and instead, is required to perform the overall air lock leak test at pressure Pa prior to establishing containment integrity if air lock maintenance has been performed that could affect the air lock sealing capability.

(2) The facility was previously granted an exemption from the criticality monitoring requirements of 10 CFR 70.24 (see Materials License No. SNM-1912 dated December 1, 1988 and Section 9.1.1 of Supplement 22 to the Safety Evaluation Report dated January 1990). The staff's environmental assessment was published on November 14, 1989 (54 FR 47432). The Comanche Peak Nuclear Power Plant, Unit 1 is hereby exempted from the criticality monitoring provisions of 10 CFR 70.24 as applied to fuel assemblies held under this license.

(3) The facility requires a temporary exemption from the scheduler requirements of 10 CFR 50.33(k) and 10 CFR 50.75. The justification for this exemption is contained in Section 20.6 of Supplement 22 to the Safety Evaluation Report dated January 1990. The staff's environmental assessment was published on November 14, 1989 (54 FR 47431 ).

Therefore, pursuant to 10 CFR 50.12(a)(1 ), 50.12(a)(2)(iii) and 50.12(a)(2)(v), the Comanche Peak Nuclear Power Plant, Unit 1 is hereby granted a temporary exemption from the scheduler requirements of 10 CFR 50.33(k),and 10 CFR 50.75 and is required to submit a decommissioning funding report for Comanche Peak Nuclear Power Plant, Unit 1 on or before July 26, 1990.

E. DELETED F. In order to ensure that CP PowerCo will exercise the authority as the surface landowner in a timely manner and that the requirements of 10 CFR Part 100.3 (a) are satisfied, this license is subject to the additional conditions specified below:

(Section 2.1.1, SER)

(1) For that portion of the exclusion area which is within 2250 ft of any seismic Category I building or within 2800 ft of either reactor containment building, CP PowerCo must prohibit the exploration and/or exercise of subsurface mineral rights, and if the subsurface mineral rights owners attempt to exercise their rights within this area, CP PowerCo must immediately institute immediately effective condemnation proceedings to obtain the mineral rights in this area.

(2) For the unowned subsurface mineral rights within the exclusion area not covered in item (1 ), CP PowerCo will prohibit the exploration and/or exercise of mineral rights until and unless CP PowerCo and the owners of the mineral rights enter into an agreement which gives CP PowerCo absolute authority to determine all activities -- including times of arrival and locations of personnel and the authority to remove personnel and equipment -- in event of emergency. If the mineral rights owners attempt to exercise their rights within this area without first entering into such an agreement, CP PowerCo must institute immediately effective condemnation proceedings to obtain the mineral rights in this area .

. Unit 1 Amendment No. 167

(3) CP PowerCo shall promptly notify the NRC of any attempts by subsurface mineral rights owners to exercise mineral rights, including any legal proceeding initiated by mineral rights owners against CP PowerCo.

G. TEX OpCo shall implement and maintain in effect all provisions of the approved fire protection program as described in the Final Safety Analysis Report through Amendment 78 and as approved in the SER (NUREG-0797) and its supplements through SSER 24, subject to the following provision:

TEX OpCo may make changes to the approved fire protection program without prior approval of the Commission only if those changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

H. TEX OpCo shall fully implement and maintain in effect all provisions of the physical security, guard training and qualification, and safeguards contingency plans, previously approved by the Commi~sic:m, and all amendments made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p ). The plans, which contain safeguards information protected under 10 CFR 73.21, are entitled:

"Comanche Peak Steam Electric Station Physical Security Plan" with revisions submitted through May 15, 2006, with limited approvals as provided for in the Safety Evaluation by the Office of Nuclear Reactor Regulation dated December 5, 2000; "Cqmanche Peak Steam Electric Station Security Training and Qualification Plan" with revisions submitted through May 15, 2006; and "Comanche Peak Steam Electric Station Safeguards Contingency Plan" with revisions submitted through May 15, 2006. TEX OpCo shall fully implement and maintain in effect all provisions of the Commission-approved cyber security plan (CSP), including changes made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p).

TEX OpCo's CSP was approved by License Amendment No. 155, as supplemented by a change approved by License Amendment 163.

I. CP PowerCo shall have and maintain financial protection of such type and in such amounts as the Commission shall require in accordance with Section 170 of the Atomic Energy Act of 1954, as amended, to cover public liability claims.

J. NOT USED Unit 1 Amendment No. 167

K. This license is effective as of the date of issuance and shall expire at Midnight on February 8, 2030.

FOR THE NUCLEAR REGULATORY COMMISSION original signed by:

Thomas E. Murley, Director Office of Nuclear Reactor Regulation Attachments/Appendices:

1. Appendix A - Technical Specifications (NUREG-1399)
2. Appendix B - Environmental Protection Plan
3. Appendix C - Antitrust Conditions Date of Issuance: April 17, 1990 Amendment No. 167 Unit 1

COMANCHE PEAK POWER COMPANY LLC AND TEX OPERATIONS COMPANY LLC DOCKET NO. 50-446 COMANCHE PEAK NUCLEAR POWER PLANT, UNIT NO. 2 FACILITY OPERATING LICENSE License No. NPF-89

1. The Nuclear Regulatory Commission (the Commission) has found that:

A. The application for a license filed by TEX Operations Company LLC

("TEX OpCo"), acting on its own behalf and for Comanche Peak Power Company LLC ("CP PowerCo"), hereinafter individually (licensee) as appropriate, or together (licensees), complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Comanche Peak Nuclear Power Plant, Unit No. 2 (the facility),

has been substantially completed in conformity with Construction Permit No.

CPPR-127 and the application, as amended, the provisions of the Act, and the regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.D below);

D. There is reasonable assurance: (i) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I, except as exempted from compliance in Section 2.D. below; E. TEX OpCo is technically qualified to engage in the activities authorized by this operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; Unit 2 Amendment No. 167

F. CP PowerCo has satisfied the applicable provisions of 10 CFR 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Facility Operating License No. NPF-89 subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and I. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license will be in accordance with the

  • Commission's regulations in 10 CFR Parts 30, 40, and 70, except that an exemption to the provisions of 70.24 is granted as described in paragraph 2.D below.
2. Pursuant to approval by the Nuclear Regulatory Commission at a meeting on April 6, 1993, the License *for Fuel Loading and Low Power Testing, License No. NPF-88, issued on February 2, 1993, is superseded by Facility Operating License No. NPF-89 hereby issued to the licensee, to read as follows:

A. This license applies to the Comanche Peak Nuclear Power Plant, Unit No. 2, a pressurized-water nuclear reactor and associated equipment (the facility), owned by the licensee. The facility is located on Squaw Creek Reservoir in Somervell County, Texas about 5 miles north-northwest of Glen Rose, Texas, and about 40 miles southwest of Fort Worth in north-central Texas and is described in the licensee's Final Safety Analysis Report, as supplemented and amended, and the licensee's Environmental Report, as supplemented and amended.

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

(1) Pursuant to Section 103 of the Act and 10 CFR Part 50, "Domestic Licensing of Production and Utilization Facilities," TEX OpCo to possess, use, and operate the facility at the designated location in Somervell County, Texas iri accordance with the procedures and limitations set forth in this license; (2) CP PowerCo, pursuant to 10 CFR Part 50, to possess the facility at the designated location in Sovervell County, Texas in accordance with the procedures and limitations set forth in this license; Amendment No. 167 Unit 2

(3) TEX OpCo, pursuant to the Act and 10 CFR Part 70, to receive, possess and use at.any time, special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, and described in the Final Safety Analysis Report, as supplemented and amended; (4) TEX OpCo, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use, at any time, any byproduct, source, and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; (5) TEX OpCo, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess, and use in amounts as required, any byproduct, source, and special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and (6) TEX OpCo, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.

C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

(1) Maximum Power Level TEX OpCo is authorized to operate the facility at reactor core power levels not in excess of 3458 megawatts thermal through Cycle 11 and 3612 megawatts thermal starting with Cycle 12 in accordance with the conditions specified herein.

(2) Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A as ~evised through Amendment No. 165, and the Environmental Protection Plan contained in Appendix B, are hereby incorporated into this license. TEX OpCo shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

(3) Antitrust Conditions DELETED Amendment No. 167 Unit 2

(4) License Transfer The CP PowerCo Decommissioning Master Trust Agreement for the facility at the time the license transfers are effected and thereafter, is subject to the following:

(a) DELETED (b) DELETED (c) The appropriate section of the decommissioning trust agreement must state that investments made in trust by the trustee, investment advisor, or anyone else directing the investments made in the trusts shall adhere to investment guidelines established by the PUCT (e.g., 16 Texas Administration Code 25.301);

(d) DELETED (e) DELETED (5) License Transfer CP PowerCo shall provide decommissioning funding assurance, to be held in a decommissioning trust for the facility upon the direct transfer of the facility license to CP PowerCo, in an amount equal to or greater than the balance in the facility decommissioning trusts immediately prior to the transfer. In addition, CP PowerCo shall ensure that all contractual arrangements referred to in the application for approval of the transfer of the facility license to CP PowerCo, to obtain necessary decommissioning funds for the facility through a non-bypassable charge are executed and will be maintained until the decommissioning trusts are fully funded, or shall ensure that other mechanisms that provide equivalent assurance of decommissioning funding in accordance with the Commission's regulations are maintained.

Unit 2 Amendment No. 167

(6) License Transfer DELETED (7) License Transfer CP PowerCo agrees to provide the Director, Office of Nuclear Reactor Regulation, a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from CP PowerCo to its proposed parent, or to any other affiliated company, facilities for the production of electric energy having a depreciated book value exceeding ten percent (10%) of such licensee's consolidated net utility plant, as recorded on CP PowerCo's book of accounts.

(8) Mitigation Strategy License Condition The licensee shall develop and maintain strategies for addressing large fires and explosions and that include the following key areas:

(a) Fire fighting response strategy with the following elements:

1. Pre-defined coordinated fire response strategy and guidance
2. Assessment of mutual aid fire fighting assets
3. Designated staging areas for equipment and materials
4. Command and control
5. Training of response personnel (b) Operations to mitigate fuel damage considering the following:
1. Protection and use of personnel assets
2. Communications
3. Minimizing fire spread
4. Procedures for implementing integrated fire response strategy
5. Identification of readily-available pre-staged equipment
6. Training on integrated fire response strategy
7. Spent fuel pool mitigation measures (c) Actions to minimize release to include consideration of:
1. Water spray scrubbing
2. Dose to onsite responders Unit 2 Amendment No. 167

(9) License Transfer TEX OpCo, the parent company of CP PowerCo, shall enter into the $300 million support agreement as described in the November 12, 2015 application for license transfer, with CP PowerCo, no later than the time the proposed license transfer occurs. CP PowerCo shall take no action to cause TEX OpCo, 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 the 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 license transfers. CP PowerCo shall inform the NRC in writing anytime it draws upon the support agreement.

Following the subject transfer of control of the licenses, all of the directors of CP PowerCo and TEX OpCo who can vote on activities governed by the CPNPP license and all of the officers of CP PowerCo and TEX OpCo with direct responsibility for activities governed by the CPNPP license shall (1) be U.S. citizens and not appointed by a foreign entity and (2) have exclusive authority to ensure and shall ensure that the business and activities of TEX OpCo and CP PowerCo with respect to the CPNPP license is at all times conducted in a manner consistent with the public health and safety and common defense and security of the United States.

This condition may be amended upon application by either licensee and approval by the Director of the Office of Nuclear Reactor Regulation.

D. The following exemptions are authorized by law and will not endanger life or property or the common defense and security. Certain special circumstances are present and these exemptions are otherwise in the public interest.

Therefore, these exemptions are hereby granted:

(1) The facility requires a technical exemption from the requirements of 10 CFR Part 50, Appendix J, Section lll.D.2(b)(ii). The justification for this exemption is contained in Section 6.2.5.1 of Supplement 26 to the Safety Evaluation Report dated February 1993. The staff's environmental assessment was published on January 19, 1993 (58 FR 5036). Therefore, pursuant to 10 CFR 50.12(a)(1), 10 CFR 50.12(a)(2)(ii) and (iii), the Comanche Peak Nuclear Power Plant, Unit 2 is hereby granted an exemption from the cited requirement and instead, is required to perform the overall air lock leak test at pressure Pa prior to establishing containment integrity if air lock maintenance has been performed that could affect the air lock sealing capability.

The facility was previously granted exemption from the criticality Monitoring requirements of 10 CFR 70.24 (see Materials License No.

SNM-1986 dated April 24, 1989 and Section 9.1.1 of SSER 26 dated February 1993.) The staff's environmental assessment was published on January 19, 1993 (58 FR 5035). The Comanche Peak Nuclear Power Plant, Unit 2 is hereby exempted from the criticality monitoring provisions of 10 CFR 70.24 as applied to fuel assemblies held under this license.

Unit 2 Amendment No. 167

E. DELETED F. In order to ensure that CP PowerCo will exercise the authority as the surface landowner in a timely manner and that the requirements of 10 CFR 100.3 (a) are satisfied, this license is subject to the additional conditions specified below:

(Section 2.1, SER)

(1) For that portion of the exclusion area which is within 2250 ft of any seismic Category I building or within 2800 ft of either reactor containment building, CP PowerCo must prohibit the exploration and/or exercis~ of subsurface mineral rights, and if the subsurface mineral rights owners attempt to exercise their rights within this area, CP PowerCo must immediately institute immediately effective condemnation proceedings to obtain the mineral rights in this area.

(2) For the unowned subsurface mineral rights within the exclusion area not covered in item (1 ), CP PowerCo will prohibit the exploration and/or exercise of mineral rights until and unless CP PowerCo and the owners of the mineral rights enter into an agreement which gives CP PowerCo absolute authority to determine all activities - including times of arrival and locations of personnel and the authority to remove personnel and equipment - in event of emergency. If the mineral rights owners attempt to exercise their rights within this area without first entering into such an agreement, CP PowerCo must immediately institute immediately effective condemnation proceedings to obtain the mineral rights in this area.

(3) CP PowerCo shall promptly notify the NRC of any attempts by subsurface mineral rights owners to exercise mineral rights, including any legal proceeding initiated by mineral rights owners against CP PowerCo.

G. TEX OpCo shall implement and maintain in effect all provisions of the approved fire protection program as described in the Final Safety Analysis Report through Ame-ndment 87 and as approved in the SER (NUREG-0797) and its supplements through SSER 27, subject to the following provision:

TEX OpCo may make changes to the approved fire protection program without prior approval of the Commission only if those changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

Unit 2 Amendment No. 167

H. TEX OpCo shall fully implement and maintain in effect all provisions of the physical security, guard training and qualification, and safeguards contingency plans, previously approved by the Commission, and all amendments made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p ). The plans, which contain safeguards information protected under 10 CFR 73.21, are entitled:

"Comanche Peak Steam Electric Station Physical Security Plan" with revisions submitted through May 15, 2006, with limited approvals as provided for in the Safety Evaluation by the Office of Nuclear Reactor Regulation dated December 5, 2000; "Comanche Peak Steam Electric Station Security Training and Qualification Plan" with revisions submitted through May 15, 2006; and "Comanche Peak Steam Electric Station Safeguards Contingency Plan" with revisions submitted through May 15, 2006. TEX OpCo shall fully implement and maintain in effect all provisions of the Commission-approved cyber security plan (CSP), including changes made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p).

TEX OpCo's CSP was approved by License Amendment No. 155, as supplemented by a change approved by License Amendment 163.

I. CP PowerCo shall have and maintain financial protection of such type and in such amounts as the Commission shall require in accordance with Section 170 of the Atomic Energy Act of 1954, as amended, to cover public liability claims.

J. NOT USED K. This license is effective as of the date of issuance and shall expire at Midnight on February 2, 2033.

FOR THE NUCLEAR REGULATORY COMMISSION original signed by:

Thomas E. Murley, Director Office of Nuclear Reactor Regulation Attachments/Appendices:

1. Appendix A - Technical Specifications (NUREG-1468)
2. Appendix B - Environmental Protection Plan
3. Appendix C - Antitrust Conditions Date of Issuance: April 6, 1993 Unit 2 Amendment No. 167

APPENDIX B TO FACILITY OPERATING LICENSE NOS. NPF-87 & NPF-89 COMANCHE PEAK POWER COMPANY LLC AND TEX OPERATIONS COMPANY LLC COMANCHE PEAK NUCLEAR POWER PLANT UNITS 1 & 2 DOCKET NOS. 50-445 & 50-446 ENVIRONMENTAL PROTECTION PLAN (NON RADIOLOGICAL)

Amendment No. 167 to TXX-16105 Page 1 of 2 Updated Regulatory Commitment (Number 5178508)

(1) Luminant Power will notify the NRC if at any time prior to the NRC consent to the requested transfer, the following item changes: Any entity of the Reorganized TCEH acquires greater than 15% of the First Lien Claims;

a. Schedule Completion Date: Upon NRC consent of the requested transfer
b. Status / Comments: Closed / The ownership percentages of the First Lien Creditors identified in the table at page 17 of TXX-15146 were updated by Enclosure 2 to TXX-16028. All entities remain below 15%.

(2) Luminant Power will notify the NRC if at any time prior to the NRC consent to the requested transfer, the following item changes: Any member of the First Lien Creditor Committee, other than those. already identified in the Application, is expected to own 10% of the voting power of Reorganized TCEH.

a. Schedule Completion Date: Upon NRC consent of the requested transfer
b. Status/ Comments: Closed.

(3) Luminant Power will also provide to the NRC: The names of the principal officers and directors of each of the subsidiary companies of the Reorganized TCEH, after they have been identified;

a. Schedule Completion Date: As soon as they have been identified but no later than 7 days prior to consummation of the transfer
b. Status/ Comments: Closed/ Information provided by Enclosure 2 of TXX-16105 (4) Luminant Power will also provide to the NRC: The names and citizenship of the initial members of the Reorganized TCEH Board, when that information becomes available. All or substantially all of the Reorganized TCEH Board members will be U.S. citizens. Three of the initial seven members have been identified (2 U.S. citizens and 1 Canadian citizen) and the remaining four members will be U.S. citizens;
a. Schedule Completion Date: As soon as available but no later than 7 days prior to consummation of the transfer
b. Status/ Comments: Closed/ TXX-15146 identified three board member, Geoffrey Strong (U.S. citizen), Cyrus Madon (Canadian citizen), and Jennifer Box (U.S. citizen). TXX-16098 identified four board members, Curt Morgan (U.S. citizen/ new CEO), Jeff Hunter (U.S. citizen), Gavin Baiera (U.S. citizen), and Michael Liebelson (U.S. citizen) .

[Response to NRC RAI, statement in NRC Order Safety Evaluation, and NRC Order condition (1)]

(5) Luminant Power will also provide to the NRC: The final legal entity names, and updated proposed operating license revision pages, when final names for Reorganized TCEH, Intermediate Holding Company LLC, Operating Company LLC, Asset Company LLC, Preferred Stock Company Corp., and Comanche Peak LLC are selected;

a. Schedule Completion Date: No later than 7 days prior to consummation of the transfer
b. Status / Comments: Closed / Information provided by Enclosures 1, 3, and 4 of TXX-16105 (6) Luminant Power will also provide to the NRC: The name of the new CNO, when a successor to current CNO Rafael Flores is selected; and
a. Schedule Completion Date: No later than 7 days prior to consummation of the transfer
b. Status/ Comments: Closed/ Update provided by TXX-15166 (Ken Peters is acting CNO) and closed by TXX-16057 (Ken Peters is new CNO)

(7) Luminant Power will also provide to the NRC: Notification that the Bankruptcy Court has confirmed the "Fifth Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code," upon receipt of a final order of the Bankruptcy Court.

a. Schedule Completion Date: Upon consent of the requested transfer
b. Status / Comments: Closed / Completed by submittal of Enclosures 1 and 2 of letter TXX-15166.

to TXX-16105 Page 2 of 2 (8) At the first meeting of the Reorganizj;!d TCEH Board of Directors emergence, the Board will adopt resolutions that non-U.S. citizens or foreign appointed U.S. citizens serving as either directors or executive officers of Reorganized TCEH, the ultimate parent, and intermediate parents of CP LLC and OpCo LLCshall not seek access to any classified information or to special nuclear material in the custody of the Comanche Peak licensees and shall not participate in or seek to influence operational decisions by the licensees regarding nuclear safety or security matters. Also, at the first meeting a Nuclear Oversight and Advisory Board will be formed to assist in the oversight of the safety and quality of nuclear operations.

a. Schedule Completion Date: First meeting of Reorganized TCEH Board of Directors
b. Status/ Comments: Open/ [Updated to reflect 151 sentence of NRC Order condition (3)]

(9) The applicants will notify the NRC of any changes to the directors, officers, or executive positions of Reorganized TCEH and its subsidiaries during the first 90 days following the transfers

a. Schedule Completion Date: No later than 120 days after the transfers
b. Status/ Comments: Open / [NRC Order condition (1)]

(10)A letter will be issued to the NRC by the new licensee within30 days that "adopts and endorses" all outstanding items on the docket, including, but not limited to requests for license amendments, exemptions, relief requests, etc. The letter will be submitted under oath or affirmation.

a. Schedule Completion Date: No later than 30 days after the transfers
b. Status / Comments: Open ,

(11) Provide satisfactory documentary evidence to the Director of the Office of Nuclear Reactor Regulation that the licensees reflected in the amended licenses have obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 and 10 CFR 50.54(w)

a. Schedule Completion Date: On the license transfer date
b. Status/ Comments: Open [Added to reflect NRC Order condition(4)]

(12) After receipt of all required regulatory approvals of the proposed transfer action, inform the Director of Nuclear Reactor Regulation in writing of such receipt.

a. Schedule Completion Date: Within 5 business days of after all regulatory approvals
b. Status / Comments: Open [Added to reflect NRC Order requirement]

(13) Notify the Director of the Office of Nuclear Reactor Regulation in writing of the date of the closing of the direct transfer.

a. Schedule Completion Date: 7 business days before the date of closing
b. Status/ Comments: Closed, but subject to update/ Targeted date of October 3, 2016 .

provided by TXX-16109 dated September 16, 2016 [Added to reflect NRC Order requirement]

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