ML16351A200

Submittal of License Amendment Request 16-003, Administrative Change to License Name

ML16351A200
Person / Time
Site:	Comanche Peak
Issue date:	12/14/2016
From:	Thomas McCool Luminant Power, Vistra Operations Company
To:	Document Control Desk, Office of Nuclear Reactor Regulation
References
CP-20161125, TXX-16139
Download: ML16351A200 (32)

Text

II Thomas P. McCool Luminant Power Site Vice President P 0 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-201601125 Ref: 10 CFR50.90 TXX-16139 December 14, 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), Docket Nos. 50-445 and 50-446 Submittal of License Amendment Request 16-003, Administrative change to Licensee Name (CPNPP Unit 1 Facility Operating License (NPF-87) and CPNPP Unit 2 Facility Operating License (NPF-89))

Dear Sir or Madam:

Pursuant to 10CFR50.90, Vistra Operations Company LLC (Vistra OpCo) hereby requests an amendment to the CPNPP Unit 1 Operating License (NPF-87) and CPNPP Unit 2 Operating License (NPF-89) by incorporating the attached changes into the CPNPP Unit 1 and Unit 2 Operating Licenses. These changes apply to both CPNPP Unit I and Unit 2.

On November 14, 2016, TEX Operations Company LLC changed the company name from "TEX Operations Company LLC" to "Vistra Operations Company LLC". This was done as part of a companywide "re-branding" effort by Vistra Energy Corp. (the ultimate parent) to conform with the Vistra brand. The proposed changes to the Unit 1 and Unit 2 Facility Operating Licenses reflect the changed licensee name. This name change is purely administrative in nature. This request does not involve a transfer of control over or of an interest in the licenses. provides a detailed description of the proposed changes, a technical analysis of the proposed changes, a determination that the proposed changes do not involve a significant hazard consideration, a regulatory analysis of the proposed changes and an environmental evaluation. provides markups of the affected pages of Operating Licenses NPF-87 and NPF-89 for Units 1and2, respectively. Attachment 3 provides the retyped Operating Licenses NPF-87 and NPF-89 for Units 1and2, respectively to reflect the proposed changes.

Vistra OpCo requests approval of the proposed License Amendment by June 15, 2017, to be implemented within 30 days of the issuance of the license amendment. These dates are administrative and are not required to support any plant activity.

In accordance with 10CFR50.91(b), Vistra OpCo is providing the State of Texas with a copy of this proposed amendment.

U. S. Nuclear Regulatory Commission TXX-16139 Page 2 of 2 12/14/2016 This letter contains no new or revised regulatory commitments.

If the NRC requires additional information concerning this request, please contact Carl B. Corbin at (254) 897-0121 or carl.corbin@luminant.com.

I state under penalty of perjury that the foregoing is true and correct.

Executed on December 14, 2016.

Sincerely, Vistra Operations Company LLC Th~

Site Vice President Attachments 1. License Amendment Request 16-003, Description and Assessment

2. Mark-up of the Unit 1 and Unit 2 Operating Licenses

3. Replacement Pages for the Unit 1 and Unit 2 Operating Licenses William M. Dean, Director, Office of Nuclear Reactor Regulation Kriss Kennedy, Region IV Jeremy Groom, 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-16139 Page 1 of 4 License Amendment Request 16-003 DESCRIPTION AND ASSESSMENT

1.0 DESCRIPTION

By this letter, Vistra Operations Company LLC (Vistra OpCo) requests an amendment to the Comanche Peak Nuclear Power Plant (CPNPP) Unit 1 Operating License (NPF-87) and CPNPP Unit 2 Operating License (NPF-89), and the title page to the Environmental Protection Plan to replace TEX Operations Company LLC with Vistra Operations Company LLC. No changes to the CPNPP Technical Specifications are being requested.

2.0 PROPOSED CHANGE

S The proposed changes update the CPNPP Unit 1 and Unit 2 Operating Licenses and title page of the Environmental Protection Plan by replacing the licensee name "TEX Operations Company LLC" with "Vistra Operations Company LLC."

Attachment 2 provides markups of the affected pages of Operating Licenses NPF-87 and NPF-89 for Units 1 and 2, respectively, and the title page of the Environmental Protection Plan.

Attachment 3 provides the retyped Operating Licenses NPF-87 and NPF-89 for Units 1 and 2, respectively, and the title page of the Environmental Protection Plan to reflect the proposed changes.

3.0 BACKGROUND

On November 14, 2016, TEX Operations Company LLC changed the company name of "TEX Operations Company LLC" to "Vistra Operations Company LLC". This was done as part of a companywide "re-branding" effort by Vistra Energy Corp. (the ultimate parent) to conform with the Vistra brand. The proposed changes to the Unit 1 and Unit 2 Facility Operating Licenses reflect the changed licensee name. This name change is purely administrative in nature. This request does not involve a transfer of control over or of an interest in the licenses for CPNPP Units 1 and 2.

4.0 TECHNICAL ANALYSIS

The proposed amendment is purely administrative in nature. No physical changes will be made as a result of this change, and there will be no change in the day-to-day operation of CPNPP.

There is no change to the licensee's capabilities, rights, or obligations. Changes to CPNPP site documents and processes are anticipated to be administrative in nature and documented in accordance with the applicable regulations (e.g., 10 CFR 50.59).

5.0 REGULATORY ANALYSIS

5.1 No Significant Hazards Determination Vistra OpCo has evaluated whether or not a significant hazards consideration is involved with the proposed amendment(s) by focusing on the three standards set forth in 10CFR50.92, "Issuance of amendment," as discussed below:

1. Do the proposed changes involve a significant increase in the probability or consequences of an accident previously evaluated?

to TXX-16139 Page 2 of 4 Response: No The proposed amendment changes a name of a licensee. The proposed name change is purely administrative. The functions of the licensee will not change.

The proposed amendment does not alter the design, function, or operation of any plant equipment. As such, the accident and transient analyses contained in the facility updated final safety analysis reports will not be impacted. Therefore, the proposed changes do not involve a significant increase in the probability or consequences of an accident previously evaluated.

2. Do the proposed changes create the possibility of a new or different kind of accident from any accident previously evaluated?

Response: No The proposed amendment changes a name of a licensee. The proposed name change is purely administrative. The functions of the licensee will not change.

The proposed amendment does not alter the design, function, or operation of any plant equipment. As such, the accident and transient analyses contained in the facility updated final safety analysis reports will not be impacted. Therefore, the proposed change does not create the possibility of a new or different kind of accident from any previously evaluated.

3. Do the proposed changes involve a significant reduction in a margin of safety?

Response: No The proposed amendment changes a name of a licensee. The proposed name change is purely administrative. The functions of the licensee will not change.

The proposed amendment does not alter the design, function, or operation of any plant equipment. As such, the accident and transient analyses contained in the facility updated final safety analysis reports will not be impacted. Therefore the proposed change does not involve a reduction in a margin of safety.

Based on the above evaluations, Vistra OpCo concludes that the proposed amendment present no significant hazards under the standards set forth in 10CFR50.92(c) and, accordingly, a finding of "no significant hazards consideration" is justified.

5.2 Applicable Regulatory Requirements/ Criteria 10 CFR 50.90, "Application for amendment of license, construction permit, or early site permit" Under 10 CFR 50.80, Transfer of Licenses, no license or control of a license for a utilization facility may be transferred, directly or indirectly, to any entity unless the NRC consents in writing. However, licensee name changes do not, by themselves, constitute license transfers. The proposed amendment is purely a name change and does not involve the transfer of any control over the CPNPP Unit 1 and Unit 2 Facility Operating Licenses to another entity.

There is not a transfer of a license or of an interest in a license within the meaning of 10 to TXX-16139 Page 3 of 4 CFR 50.80. Standard NRC guidance on this subject is contained in the Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance (NUREG-1577, Rev. 1, (1999)) which states, in connection with review of applications for license transfers, that: "The reviewer should treat applications involving changes of ownership, mergers, formation of holding companies, and other restructuring proposals that go beyond corporate name changes or internal reorganizations as potential transfers of licenses, directly or indirectly, through transfer of control of the license, as subject to section 50.80 review, and not merely subject to a section 50.90 license amendment review .... (A name change of a licensee that does not involve license transfer considerations under section 50.80 will be effected by a license amendment issued administratively under section 50.90.)"

In conclusion, based on the discussion in the above sections, (1) there is reasonable assurance that the health and safety of the public will not be endangered by operation in the proposed manner, (2) such activities will be conducted in compliance with the Commission's regulations, and (3) the issuance of the amendment will not be inimical to the common defense and security or to the health and safety of the public.

6.0 ENVIRONMENTAL CONSIDERATION

The proposed license amendment only changes the licensee name and will not result in any change in the types, or any increase in the amounts, of any effluents that may be released off-site, and will not cause any increase in individual or cumulative occupational radiation exposure.

Accordingly, the proposed amendment meets the eligibility criterion for categorical exclusion set forth in 10 CFR 51.22(c)(10)(iii). Therefore, pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with the proposed amendment.

7.0 PRECEDENTS This application is consistent with previous NRC actions in similar circumstances not involving transfers of ownership or control.

By letter dated May 14, 1999, Texas Utilities Electric Company submitted an amendment to the NRC for Comanche Peak Steam Electric Station, Units 1 and 2 to change the company name to TXU Electric Company (Reference 8.1). The proposed amendment indicated it was an administrative change. The NRC approved the amendment on August 31, 1999 (Reference 8.2).

By letter dated September 20, 2011, FirstEnergy Nuclear Operating Company submitted an amendment to the NRC for Beaver Valley Station, Units 1and2, Davis-Besse Nuclear Power Station, Unit 1, and Perry Nuclear Power Plant, Unit 1 to change the company name to FirstEnergy Nuclear Generation, LLC (Reference 8.3). The proposed amendment indicated it was an administrative change. The NRC approved the amendment on October 2, 2012 (Reference 8.4).

By letter dated December 21, 2012, DTE Energy Company submitted an amendment to the NRC for Enrico Fermi Atomic Power Plant, Unit 1, to change the company name to DTE Electric Company (Reference 8.5). The proposed amendment indicated it was an administrative change.

The NRC approved the amendment on August 8, 2013 (Reference 8.6).

to TXX-16139 Page 4 of 4

8.0 REFERENCES

8.1 Letter dated May 14, 1999, from Lance Terry (TU Electric) to NRC, "Comanche Peak Steam Electric Station (CPSES), Docket Nos. 50-445 and 50-446, Submittal of License Amendment Request 99-003, Corporate Name Change" (ADAMS Accession No.

9905240183) 8.2 Letter dated August 31, 1999 from David H. Jaffe (NRC) to Lance Terry (TU Electric),

"Comanche Peak Steam Electric Station, Units 1 and 2 - Issuance of Amendments RE:

Change in Corporate Name From 'Texas Utilities Electric Company' to 'TXU Electric

• Company' (TAC Nos. MA5551 and MA5552) (ADAMS Accession No. ML021820283) 8.3 Letter dated September 20, 2011 from Peter P. Sena (FirstEnergy Nuclear Operating Company) to NRC, Beaver Valley Power Station, Unit Nos. 1And2; Davis-Besse Nuclear Power Station, Unit No.l; And Perry Nuclear Power Plant, Unit No.1- License Amendment Request to Change the Name of an Owner Licensee to FirstEnerqy Nuclear Generation, LLC (ADAMS Accession No. ML112640246) 8.4 Letter dated September 20, 2011 from Michael Mahoney (NRC) to Peter P. Sena (FirstEnergy Nuclear Operating Company), "Beaver Valley Power Station, Unit Nos. 1 and 2; Davis-Besse Nuclear Power Station, Unit No.1; And Perry Nuclear Power Plant, Unit No.l -Issuance Of Amendments Re: Change Of The Name Of The Owner/Licensee To FirstEnergy Nuclear Generation, LLC (TAC NOS. ME8937, ME8938, ME8939, AND ME8940) (ADAMS Accession No. ML12221A413) 8.5 Letter dated December 21, 2012, from J. Todd Conner (DTE Energy Company), "Fermi 1 -

Issuance of Amendment to Change Licensee Name on the Operating License" (ADAMS Accession No. ML ML13002A037) 8.6 Letter dated August 8, 2013, from Theodore Smith (NRC) to Joseph Plona (Detroit Edison Company), "Fermi 1 - Issuance of Amendment to Change Licensee Name on the Operating License" (ADAMS Accession No. ML13204A092)

Attachment 2 to TXX-16139 (13 total pages including this page)

Mark-up of Unit 1 and Unit 2 Operating Licenses Facility Operating License No. NPF-87 Pages 1-3, 6, 8 Facility Operating License No. NPF-89 Pages 1-3, 6-8 Appendix B, Environmental Protection Plan Cover page

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C~ 20555-0001

~NCHE PEAK POWER COMPANY LLC

. IVISTRA A D +EX 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:

Vistra A. The application for a license filed oy +EX* Operations Company LLC

~ .C:.+EX OpCo"), acting .on its own behalf and for Comanche Peak Power Company

~LC ("GP PoWerCo"), hereinafter individually (licensee) as appropriate, or together {licensees), complies with the standar9s 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 compl~ted 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 e):(empted from compliance in Section 2.D below);

D. There is reasonable assurance: (i) that the activities authorized l:!Y 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. +a+

~ E. +EX 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:

Vistra (1) Pursuant to Section 103 of the Act and 10 CFR Part 50 Licensing and Production and Utilization Facilities," OpCo to possess, use, and operate the facility at the designated location in Som~rvell County, Texas in accordance with the procedures and limitations set forth in this license; (2) CP. PowerCo, pursuant to 1o 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; Unit 1 Amendment No. :t-97

(3) +EX 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; *

=FEX 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 Vistra sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required;

+EX 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) +ex 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 deem~d 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

• . +EX OpCo is authorized to operate the facility at reactor core power

_ . .7'1evels 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 hereby incorporated into this license. +EX OpCo shall opera_te the facility in accordance with the Technical S cificatlons and the Environmental Protection Plan.

Vistra Unit 1 Amendment No. :t-s+

(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

+ex 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

+ex 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 NRG.

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 u on the support agreement.

Vistra Following the subject transfer of control of the 1censes, II of the directors of CP PowerC +EX OpCo who can vote on activities verned by the Vistra P license and all of the officers of CP PowerCo and +EX 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

~ 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 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).

Unit 1 Amendment No. :t-67

(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. +ex 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:

~V_is_tr_a_ __t--+---~~ +ex 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. +EX 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 Sat eguards Contingency Plan" with

_Jr~e~vi;si~oilin~s;s:ub~mf;;;itt~e~d~th~r~o~uf§gh~M~a~1fr5~~:r +ex OpCo shall fully implement and

.-V-is-tra-.....,1- rov1s1ons of the Commission-approved cyber security plan

....____ ___. , in changes made pursuant to the authority of 10 CFR 50.90 and 1o CFR 50.54(p . +EX 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. +e7

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555..0001

~CHE PEAK POWER COMPANY LLC IVISTRA AN +EX OPERATIONS COMPANY LLC DOCKET NO. 50-446 COMANCHE PEAK NUCLEAR POWER PLANT, UNIT NO. 2 FACILITY OPERATING LICENSE License No. NPF-89 Vistra 1.

A. e application for a license filed y +ex Operations Company LLC

(+EX OpCo"), acting on its own behalf and for Comanche Peak Power Company LLC ("GP 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 o

forth in 1 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 licen.se 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. +EX 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; Unit2 Amendment No. +e7

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 ~nvironment 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 CPR Parts 30, 40,and 70, ~xcept 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 th.e licensee's Environmental Report, as supplemented and amended. *

8. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses: Vistra (1) Pursuant to Section 103 of the Act and 10 CFR Part 5 * "Domestic Licensing of Production and Utilization Facilities," Op Co to possess, use, and operate the facility at the designated location in Somervell

• Colincy, Texas in accordance with the procedures anq limitations set forth in this license; (2) CP PowerCo, pursuant to 10 CFR Part 50, to possess the facility at ~he designated location in Somervell County, Texas in accord;:ince with the procedures and limitations set forth in this license; Unit 2 Amendment No. :t-67

~ 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;

+ex 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 Vistra calibration, and as fission detectors in amounts as required;

~ 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

+EX 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

+EX 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 Vistra conditions specified herein.

(2)

The Technical Specifications con

• in Appendix A as revised through Amendment No. 165 and the Environmenta ti n Plan contained in Appendix B, are hereby incorporated into this licens . =FE* OpCo shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

(3) Antitrust Conditions DELETED Unit 2 Amendment No. 1-67

(9) License Transfer

+EX 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

i

ex OpCo, or its succe.ssors and assigns, to void, cancel, or modify the

rsupport agreement or cause it to fail to perform, or impair its performance Vistra under the support agreement, without the prior written consent of the NRG.

upport agreement may not be amended or modified without 30 days

• ar wn notice to the Director of the Office of Nuclear Reactor Re ation or

• esignee. An executed copy of the support agreement hall b submitted to NRG no later than 30 days after the completion of t e propo d transactions the license transfers. CP PowerCo shall in rm the N in writing anytime

• aws upon the support agreement.

transfer of control of the

• ses, all of the directors of CP owerCo and OpCo who can vote on ac 1 *

• CPNP license and all of the officers of GP PowerCo an OpCo with direct re ponsibility for activities governed by the CPNPP license shall (1) be U. . citizens and not appointed by a foreign entity and (2) have excJusive thority to ensure and shall ensure that the business and activities of 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 ih Section 6.2.5.1 of Supplement 26 to the Safety Evaluation Report dat~d February 1993. The s~aff'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 qated 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 Co.manche Peak Nuclear Power Plant, Unit 2 is hereby e.xempted from the critic~lity monitoring provisions of 10 CFR 70.24 as applied to fuel assemblies held under this license.

Unit2 Amendment No. :t-67

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 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 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. +EX OpCo shall implement and maintain in effect all provisions of the approved ire 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 provision:

Vistra

+EX 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.

Unit2 Amendment No. +e7

H. +EX 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 Vistra pursuant to the authority of 1o CFR 50.90 and 10 CFR 50.54(p). The plans, ich contain safeguards information protected under 10 CFR 73.21, are ent1 * "Comanche Peak Steam Electric Station Physical Security Plan" with v1s1ons s itted through May 15, 2006, with limited approvals as provided for in e Safety Eva *on by the Office of Nuclear Reactor Regulation dated Dec ber 5, 2000; "Co che Peak Steam Electric Station Security Training and Q lification Plan" with re *

• ns submitted through May 15, 2006; and "Coman e Peak Steam Electric Sta

• S feguards Contingency Plan" with revisions s mitted through May 15, 200 . +ex OpCo shall fully implement and maintain in e ct all provisions of the Commission-approved cyber security plan (CSP), includin c anges made pursuant to the authority of 10 CFR 50.90 and

'10 CFR 50.54(p). +ex 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)

1. Appendix B - Environmental Protection Plan

3. Appendix C - Antitrust Conditions Date of Issuance: April 6, 1993 Unit 2 Amendment No. 467

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

Amendment No. 467

Attachment 3 to TXX-16139 (13 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 1-3, 6, 8 Pages 1-3, 6, 8 Facility Operating License No. NPF-89 Remove Pages 1-3, 6-8 Pages 1-3, 6-8 Appendix B, Environmental Protection Plan Remove Cover page Cover page

COMANCHE PEAK POWER COMPANY LLC AND VISTRA 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 Vistra Operations Company LLC

("Vistra 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. 4e+

E. Vistra 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," Vistra 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; Unit 1 Amendment No. 4e7

(3) Vistra 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) Vistra 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) Vistra 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) Vistra 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 Vistra 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. Vistra OpCo shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

Unit 1 Amendment No. 4-e+

(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 Vistra 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 Vistra 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 NRG. 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 NRG no later than 30 days after the completion of the proposed transactions and the license transfers. CP PowerCo shall inform the NRG 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 Vistra OpCo who can vote on activities governed by the CPNPP license and all of the officers of CP PowerCo and Vistra 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 Vistra 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 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 staffs environmental assessment was published on November 14, 1989 (54 FR 47430).

Unit 1 Amendment No. 467

(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. Vistra 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:

Vistra 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. Vistra 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. Vistra 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 ).

Vistra 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. 4-e+

COMANCHE PEAK POWER COMPANY LLC AND VISTRA 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 licens~ filed by Vistra Operations Company LLC

("Vistra 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. Vistra OpCo is technically qualified to engage in the activities authorized by this *1 operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; Unit 2 Amendment No. 4e7

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 ofthis 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," Vistra 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 Sovervell County, Texas in accordance with the procedures and limitations set forth in this license; Unit 2 Amendment No. 4e+

(3) Vistra 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) Vistra 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) Vistra 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) Vistra 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 Vistra 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 revised through Amendment No. 165, and the Environmental Protection Plan contained in Appendix B, are hereby incorporated into this license. Vistra OpCo shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

(3) Antitrust Conditions DELETED Unit2 Amendment No. 4-e+

(9) License Transfer Vistra OpGo, the parent company of GP PowerGo, shall enter into the

$300 million support agreement as described in the November 12, 2015 application for license transfer, with GP PowerGo, no later than the time the proposed license transfer occurs. GP PowerGo shall take no action to cause Vistra OpGo, 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 NRG. 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 NRG no later than 30 days after the completion of the proposed transactions and the license transfers. GP 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 Vistra OpCo who can vote on activities governed by the CPNPP license and all of the officers of CP PowerCo and Vistra 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 Vistra 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. 4&7

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 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 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. Vistra 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 87 and as approved in the SER (NUREG-0797) and its supplements through SSER 27, subject to the following provision:

. Vistra 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. 4e+

H. Vistra 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. Vistra 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).

Vistra 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. 47

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

Amendment No. 4e+