20030181 Ver 7_Mission - 401 Transfer Notification_20190920

September, 2019
•5
VIA EMAIL & CERTIFIED MAIL
Ms. Linda Culpepper
Director, Division of Water Resources
North Carolina Department of Environmental Quality
1611 Mail Service Center
Raleigh, NC 27699-1611
linda. culpeppergnc dem .gov
Attn: 401 and Buffer Permitting Branch
Re: Notification of Change of Ownership
Mission Hydroelectric Project, Clay and Cherokee Counties
DWQ #2003-0181, Version 7.0; FERC Project No. 2619
Dear Ms. Culpepper,
In accordance with the 401 Certification issued to the Mission Hydroelectric Project (the
"Project"), this letter provides the North Carolina Department of Environmental Quality
("NCDEQ") that ownership and operation of the Project was transferred from Duke Energy
Carolinas, LLC ("Seller") to Northbrook Carolina Hydro II, LLC, ("Purchaser"), a limited
liability company organized and existing under the laws of the State of Delaware, on August 16,
2019 as evidenced by the enclosed Bill of Sale & Assignment. Purchaser requests that the 401
Certification for the Project, which was issued to Duke Energy Carolinas, LLC on July 30, 2010,
be issued to Northbrook Carolina Hydro II, LLC.
Please feel free to contact me at [phone] if you have any questions.
Sincerely,
Kyle Kroeger
Co -President
Northbrook Carolina Hydro II, LLC
33 South 6th Street, Suite 4646
Minneapolis, MN 55402
Office: [phone]
[e-mail]
Enclosure: Bill of Sale & Assignment, dated August 16, 2019
cc: Kimberly Barnett, DWR, Asheville Regional Office

Execution Version
BILL OF SALE AND ASSIGNMENT
This BILL OF SALE AND ASSIGNMENT (this "Bill of Sale"), dated as of August 16,
2019, by DUKE ENERGY CAROLINAS, LLC, a North Carolina limited liability company
("Seller' ), is made in favor of NORTHBROOK CAROLINA HYDRO II, LLC, a Delaware
limited liability company ("Project Purchaser").
This Bill of Sale is executed and delivered pursuant to that certain Asset Purchase and
Sale Agreement, dated as of May 15, 2018 by and among Seller, Project Purchaser, and
Northbrook Tuxedo, LLC, a Delaware limited liability company (as amended, the "Purchase
Agreement"), pursuant to which Seller has agreed to sell, convey, grant, assign, transfer and
deliver certain of the Purchased Assets to Project Purchaser. Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase
Agreement.
NOW, THEREFORE, THIS INSTRUMENT WITNESSETH:
1. For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby sells, conveys, grants, assigns, transfers and delivers to Project
Purchaser all of Seller's right, title and interest in and to the Purchased Assets relating to the
Bryson Project, the Franklin Project, the Gaston Shoals Project, and the Mission Project, free and
clear of all Liens other than Permitted Liens.
2. Nothing contained in this Bill of Sale shall in any way supersede, modify, replace,
amend, rescind, waive, narrow or broaden any provision set forth in the Purchase Agreement or
any of the rights, remedies or obligations arising therefrom. This Bill of Sale shall in all ways be
governed by, and subject to, the Purchase Agreement. In the event of any conflict or
inconsistency between the terms of the Purchase Agreement and the terms of this Bill of Sale,
the terms of the Purchase Agreement will govern and control.
3. This Bill of Sale (a) shall be governed by and in accordance with the internal laws of the
State of New York without regard to conflict of laws principles and (b) shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Capitalized terms used herein without definition shall have the respective meanings
assigned to them in the Purchase Agreement.
[Signature Page Folloivj

IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be duly
executed as of the date first written above.
DUKE ENERGY CAROLINAS, LLC
By. r
Name: Karl W. Newlin
Title: SVP, Corporate Development
[SIGNATURE PAGE TO BILL OF SALE]

20181227-3018 FERC PDF (Unofficial) 12/27/2018
165 FERC T 62,199
UNITED STATES OF AMERICA
FEDERAL ENERGY REGULATORY COMMISSION
Duke Energy Carolinas, LLC
Northbrook Carolina Hydro 11, LLC
Project Nos. 2332-111, 2601-056,
2603-049, and 2619-036
ORDER APPROVING TRANSFER OF LICENSES
(Issued December 27, 2018)
1. On August 9, 2018, Duke Energy Carolinas, LLC (transferor) and Northbrook
Carolina Hydro II, LLC (transferee) filed a request to transfer the licenses for the four
projects listed in the table below:
Project
Project Names
Locations
Numbers
P-2332-111
Gaston Shoals
Broad River, Cherokee County, SC and
Cleveland County, NC
P-2601-056
Bryson
Oconaluftee River, Swain County, NC
P-2603-049
Franklin
Little Tennessee River, Macon County, NC
P-2619-036
Mission
Hiwassee River, Clay and Cherokee
counties, NC
I. BackLyround
2, For P-2332, Gaston Shoals Project
The Commission issued a new 40 -year license to Duke Power Company on
June 12, 1996.1 The Commission approved a transfer of license to Duke Energy
Carolinas, LLC on March 23, 2007.2
1 Order Issuing New License. Duke Power Company, 75 FERC � 61,267 (1996).
2 Order Approving Transfer of Licenses and for Substitution of Applicants. Duke
Energy Corporation and Duke Energy Carolinas, LLC, 118 FERC 162,223 (2007).

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3. For P-2601, Bryson Hydroelectric Project
The Commission issued a new 30 -year license to Duke Energy Carolinas, LLC on
July 22, 2011.3
4, For P-2603, Franklin Project
The Commission issued a subsequent 30 -year license to Duke Energy Carolinas,
LLC on September 7, 2011.4
5. For P-2619, Mission Project
The Commission issued a new 30 -year license to Duke Energy Carolinas, LLC on
October 25, 2011.5
II. Review
6. The Commission issued a public notice of the August 9, 2018 application for
transfer of license on October 9, 2018, establishing November 11, 2018, as the deadline
for filing comments, motions to intervene, and protests. No comments, motions to
intervene or protests were filed.
III. Discussion
Standard for Transfers
7. . Section 8 of the FPA6 which governs license transfers does not articulate a
standard for approving a transfer application.' The Commission has held that a transfer
may be approved on a showing that the transferee is qualified to hold the license and
operate the project, and that a transfer is in the public interest.$ Northbrook Carolina
3 Order Issuing Subsequent License, Duke Energy Carolinas, LLC, 136 FERC
62,062 (2011).
4 Order Issuing Subsequent License. Duke Energy Carolinas, LLC, 136 FERC
T 62,200 (2011).
5 Order Issuing New License. Duke Energy Carolinas, LLC, 137 FERC T 62,090
(2011).
6 16 U.S.C. §801 (2012).
' See Eugene Water & Electric Board, 155 FERC ¶ 62,242 (2016); Potosi
Generating Station, Inc. and Willow Creek Hydro, LLC, 100 FERC ¶ 61,115 (2002).
8 See, e.g., Gallia Hydro Partners and Rathgar Development Associates, LLC, 110
FERC ¶ 61,237 (2005); 18 C.F.R. pt. 9.3 (2015); Confederated Salish and Kootenai

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Hydro II, LLC has agreed to accept all of the terms and conditions of the licenses and to
be bound by the licenses as if it were the original licensee.
8. The transferee, in the application for transfer of license, states that it has reviewed,
understands and accept the terms and conditions of the licenses. The transferor agrees to
pay annual charges that have accrued to the date of the transfers. Approval of a license
transfer is contingent upon the transfer of title to the properties under license, delivery of
all license instruments, and a showing that such transfer is in the public interest.'
The Director orders:
(A) Transfer of the projects listed in the above table, are approved as modified
by paragraphs (B) and (C) below.
(B) Duke Energy Carolinas, LLC shall pay all annual charges that accrue up to
the effective date of the transfers.
(C) Approval of the transfer of licenses is contingent upon: (1) transfer of title
of the properties under each license, transfer of all project files including all dam safety
related documents, and delivery of all license instruments to Northbrook Carolina Hydro
II, LLC which shall be subject to the terms and conditions of the licenses as though it
were the original licensee; and (2) the Northbrook Carolina Hydro II, LLC
acknowledging acceptance of this order and its terms and conditions by signing and
returning the attached acceptance sheet. Within 60 days from the date of this order,
Northbrook Carolina Hydro II, LLC shall submit certified copies of all instruments of
conveyance and signed acceptance sheets.
Tribes, 153 FERC ¶ 61,217 (2015).
18 C.F.R. § 9.3 (2017).

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ME
(D) This order constitutes final agency action. Any party may file a request for
rehearing of this order within 30 days from the date of its issuance, as provided in
section 313(a) of the Federal Power Act, 16 U.S.C. § 8251(2012), and the Commission's
regulations at 18 C.F.R. § 385.713 (2018). The filing of a request for rehearing does not
operate as a stay of the effective date of this order, or of any other date specified in this
order. The licensee's -failure to file a request for rehearing shall constitute acceptance of
this order.
CarLisa Linton
Acting Director
Division of Hydropower Administration
and Compliance