2024-06-28_FL-DOI_MOA_Filing.pdf

2000 Pennsylvania Avenue NW Suite 6000 Washington, DC 20006 202-298-1800

Michael A. Swiger Partner 202-298-1891 mas@vnf.com

Washington, DC | Seattle | Bay Area | Houston | Louisiana | vnf.com

June 28, 2024

VIA ELECTRONIC FILING

Debbie-Anne A. Reese Acting Secretary Federal Energy Regulatory Commission 888 First Street, NE Washington, DC 20426

Re: FirstLight MA Hydro LLC, Turners Falls Project No. 1889;

Memorandum of Agreement

Dear Ms. Reese, FirstLight MA Hydro LLC (“FirstLight”) hereby submits this Memorandum of Agreement (“MOA”) between FirstLight and the U.S. Department of the Interior (“Interior”) regarding the U.S Geological Survey’s (“USGS”) Silvio O. Conte Anadromous Fish Research Center (“Conte Lab”), located adjacent to FirstLight’s Turners Falls Hydroelectric Project (“Project”). FirstLight is submitting the MOA for the Federal Energy Regulatory Commission’s (“Commission”) information only. The MOA is not intended to be a condition of the new Project license.

On May 16, 2024,1 in response to the Commission’s February 22, 2024 Notice of

Application Accepted for Filing, Soliciting Motions to Intervene and Protests, Ready for Environmental Analysis, and Soliciting Comments, Recommendations, Preliminary Terms and Conditions, and Preliminary Fishway Prescriptions for the Project, Interior submitted a reservation of authority under Section 4(e) of the Federal Power Act.2 Pursuant to the MOA, Interior has agreed to submit a modified reservation of authority consistent with the MOA in consideration for FirstLight’s agreement to make certain changes to an existing easement and water use agreement related to USGS use of the Conte Lab. The fully executed amended agreements are attached to the MOA. Again, neither the MOA nor the amended agreements are intended to become conditions of the new Project license but are an off-license resolution of outstanding issues related to the agreements.

1 Comments, Recommendations, Terms and Conditions, and Prescriptions of the U.S.

Department of the Interior, Project No. 1889-085 et al. (filed May 16, 2024).

2 16 U.S.C. § 797(e).

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If you have any questions, please contact the undersigned.

Respectfully submitted, /s/ Michael A. Swiger Michael A. Swiger

Counsel to FirstLight MA Hydro LLC

MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT (“MOA”) is made and entered into effective the day of 2024 (“Effective Date”), by and between FirstLight MA Hydro LLC (“FirstLight”) and the U.S. Department of the Interior (“Interior”) on behalf of the U.S. Geological Survey (“USGS”). FirstLight and Interior are collectively referred to herein as the “Parties” and are each individually a “Party.”

RECITALS

WHEREAS

A. FirstLight is the Federal Energy Regulatory Commission (“FERC”) licensee of the Turners Falls Hydroelectric Project, FERC Project No. 1889 (“Project”), and is seeking a new license under Section 15 of the Federal Power Act (“FPA”) for the Project.

B. USGS maintains and operates the Silvio O. Conte Anadromous Fish Research Center (“Conte Lab”) adjacent to the Project. The Conte Lab is not part of the licensed Project.

C. FirstLight’s predecessors in interest granted an easement over Project lands (“Easement”) and a conveyance of a right to use FirstLight’s power canal to transport certain quantities of water (“Water Use Agreement”) for maintenance and operation of the Conte Lab, copies of which, with their amendments to date, are attached as Exhibits A and B.

D. The Parties desire to resolve certain issues that have arisen with respect to the allocation of responsibilities and costs in both the Easement and Water Use Agreement.

E. Interior contends that the Easement and Water Use Agreement constitute federal “reservations” within the meaning of Section 3(2) of the FPA, entitling Interior to submit conditions under Section 4(e) of the FPA necessary for the adequate protection and utilization of the Conte Lab which FERC will be required to include in the new Project license. Interior has submitted a preliminary Section 4(e) condition to FERC reserving its authority to impose such conditions. FirstLight disagrees that Section 4(e) applies to the Project.

TERMS OF AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the Parties agree as follows:

1. The Parties have agreed to changes to the Easement and Water Use Agreement in substantially the forms set forth in Exhibits C and D to this MOA, respectively.

24th June

2. The Parties agree that the Easement and Water Use Agreement, as amended, will not become conditions or requirements of the FERC license. Upon execution of the revised Easement and Water Use Agreement, Interior agrees within 10 (ten) business days to submit a modified Section 4(e) reservation of authority to FERC as set forth in Paragraph 4 below. FirstLight agrees it will not object to this reservation of authority. Interior agrees not to exercise its reserved authority so long as FirstLight complies with the revised Easement and Water Use Agreement, as the Parties may amend them from time to time henceforth, in the absence of material new information. FirstLight reserves the right to contest any exercise of Interior’s reserved authority under then applicable provisions of law, and Interior will not object to FirstLight’s exercise of such right to contest such exercise.

3. FirstLight agrees to promptly record the Easement, once executed, in the Franklin

County, Massachusetts Registry of Deeds.

4. Interior agrees to submit to FERC the following modified Section 4(e) reservation of authority:

The Licensee shall implement, upon order of the Commission, such additional conditions as may be identified by the Secretary of the Interior over the term of the license pursuant to the authority provided in Section 4(e) of the Federal Power Act, as necessary for the adequate protection and utilization of land and interests in land under the authority of the Department of the Interior, consistent with the terms of the Memorandum of Agreement filed with the Commission on , 2024 (FERC Accession Number XXX).

5. This MOA may be executed in counterparts, and each executed counterpart shall have the same force and effect as an original instrument as if both Parties had signed the same instrument. Any signature page of this MOA may be detached from any counterpart of this MOA without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this MOA identical in form hereto but having attached to it one or more signature pages.

6. This Agreement shall be binding on the successors and assigns of FirstLight, and become binding on any entity assuming the License for the Project. The obligations of this Agreement run only to the United States and such Agencies and Departments thereof as may be assigned the management of the Conte Lab.

[Remainder of page intentionally left blank; signature page follows] e

Justin Trudell

IN WITNESS WHEREOF, FirstLight and Interior have executed this MOA as of the Effective Date first above written.

FirstLight MA Hydro LLC, By:

Nam Justin Trudell Title: President and Chief Executive Officer Address: 100 District Ave, Suite 102

Burlington, MA 01803

Date: 6/11/2024

U.S. Department of the Interior, Delegated Authority to USGS Regional Director

MICHAEL

By: TUPPER

Digitally signed by MICHAEL

TUPPER

Date: 2024.06.24 10:45:23 -04'00'

Name: Michael H. Tupper Title: U.S. Geological Survey, Regional Director, Northeast Region Address: 12201 Sunrise Valley Drive, Reston, VA 20192 Date: 6/24/2024

EXHIBIT A

EXHIBIT B

Northeast Generation Services

Northfield Mountain Sl(ilion 99 Millers Falls Hoael Northfield. MA 01360 (~13) 659·4489 Fax: (~13) 659 . 1459 Internet: howarjs@nu.com

John S. Howard St<ltion Manager

December 30, 2002

Jeannette M. Nicholson .

Secretary to the Center Director US Geological Survey Leetown Science Center 11700 Leetown Road Kearneysville, West Virginia 25430

Dear Jeanette:

Please find enclosed an executed copy of the AMENDMENT AND EXTENSION OF

CONVEYANCE OF LIMITED INTEREST IN REAL PROPERTY FOR A TERM OF YEARS

between Northeast Generation Company and the US Geological Survey, Biological Resources Discipline at the Silvio O. Conte Anadromous Fish Research Center in Turners Falls, MA.

If you have any questions, or need additional information, please contact me.

c: Stephen G. Rideout, Conte Lab, w/attachment

AMENDMENT AND EXTENSION OF

CONVEYANCE OF LIMITED INTEREST IN REAL PROPERTY FOR A TERM OF YEARS

TIDS AMENDMENT AND EXTENSION OF CONVEYANCE OF LIMITED

INTEREST WREAL PROPERTY FOR TERM OF YEARS, dated as of January 1,2001 (the "Extension"), by and between Northeast Generation Company ("NGC"), a corporation duly established under the laws of Connecticut and authorized to do business in the Conunonwcalth of Massachusetts and having its executive office and mailing address at 107 Selden Street, Berlin, Connecticut, 06037 (successor in interest to Western Massachusetts Electric Company ("WMECO"», as conveyor, and the United States of America, acting by and through the Secretary of the Interior, U.S. Geological Survey, Biological Resources Discipline, having an office at the Silvio O. Conte Anadromous Fish Research Center ("Conte Lab"), P.O. Box 796, One Migratory Way, Turners Falls, Massachusetts, 01376, as conveyee.

WITNESSETH:

WHEREAS, NGC and Conte Lab are parties to a Conveyancc of Limited Interest in Real Property for a Term of Years (the "Agreement"), attached hereto as Exhibit A; and

WHEREAS, the jnitial term of the Agrcement commenced on January I, 1991 for a period of ten (10) years; and

WHEREAS, the Agreement provides that Conte Lab shall have the right to I~xtend the conveyance upon agreement on the consideration to be paid for each such extended term; and

WHEREAS, in accordance with the Agreement, Conte Lab has advised NGC of its exercise of the right to extend the conveyance; and

WHEREAS, Conte Lab's water lise over the initial term ofthc Agreement has bcen significantly less than estimated by the parties;

WHEREAS, NGC and Conte Lab mutually desire to extend the term of the Agreement, recognize the difference between Conte Lab's water use over the initial term of the Agreement and that estimated by the parties, and establish the consideration to be paid for the extended term;

NOW THEREFORE, in consideration of the promises and the muwal covenants and agreements herein contained, NGC and Conte Lab hereby agree as follows:

1. NGC's predecessor, WMECO, conveyed to Conte Lab the right to use the Turners Falls power canal solely for the purposes and under terms and conditions sct forth in the Agreement.

2. Pursuant to the Agreement, Conte Lab paid NGC's predecessor, WMECO, $150,000 for originally estimated water use of approximately 2,986,000 cubic feet per second ("efs") hours over the initial teml ofthe Agreement. Conte Lab has used approximately 852,355 cfs hours of water from the Turners Falls power canal, compared 10 estimated use of 2,986,000 cfs hours of water. Based on the original assumption oflhe cost oflost generation, approximately $14 per Mwh, NGC agrees and hereby grants to Conte Lab a credit of $107,187.00 for unused water over

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I I I I the initial term of the Agreement. This credit shall not be considered an amount due and owing from NGC or WMECO and payable in cash to Conte Lab upon demand. The credit shall only be applied to future water use from the Thmers Falls canal in accordance with the tcrms and conditions of the Agreement and this Amendment and Extension.

3. To reflect Conte Lab's current estimate of anticipated water use and the watcr usc allowed by the Agreement and Ihis Amendment and Extension, Exhibit B to the Agrecment is revised and attached hereto as Exhibit B, Revision 1.

4(a). During the term of this extcnsion, ConIe Lab shall pay NGC all amount for water use equal to the value of the water had it been used by NGC for generation. The value of the water for generation shall be equal to the Monthly Average Market Clearing Price, in dollars per megawatt hour ($/MWh) as determined by the Independent System Operator. New England, or its successor (ISO-NE). The Monthly Average Market Clearing Price is calculated monthly by ISO-NE and is equal to the arithmetical average of ali the hourly market clearing prices for the applicable month. For purposes of determining the amount owed by Conle Lab to NGC (i) in 2001 and 2002, each 254.31 cfs hours of water use shall be equivalent 10 I MWh; (ii) in 2003, each 236.72 cfs hours of water use shall be equivaleut to 1 MWh; and in 2004 and thereafter, each 221.40 cfs hours of water use shall be equivalent to I MWh.

(b). In accordance the Agreement, when volumes ofwater are spilling over Turners FaJls Dam in excess ofNGC's minimum flow requirements, NGC will, at no charge, transport water, up to the Conte Lab's design maximum use of200 cfs, ifNGC is able to transport such volumcs through its power canal and continue to meet its full generation requirements, as detennined by NGC in its reasonable discretion. Based on historical water volume and use, the parties anticipate that such additional water use at no charge will typically be available during the months ofApril and May.

(c). NGC will advise Conte Lab by phone when volumes of water are spilling over lumers Falls Dam in excess ofNGC's minimum flow requirements and water use is being provided at no charge ("on water instruction"). Beginning at midnight subsequent 10 such notification, Conte Lab shall be entitled to take up to its design maximum use of200 cfs of water at no charge until notified by NGC that the spill condition has ceased. NGC will advise Conte Lab by phone when volumes of water are no longer spilling over Tumers Falls Dam ill excess of NGC's minimum flow requirements ("offwaler use instruction"). Beginning at midnight subsequent to such off water use instruction, Conte lab shall be entitled to lake and pay for such use in accordance with the Agreement and this Amendment and Extension.

5. Conte Lab shall provide NGC with its actual monthly cfs hours water use, in writing, on a calendar quarterly basis, within Ihirty (30) days after the end of each calendar quarter. NGC shall obtain the Monthly Average Market Clearing Price for each month of the quarter and shall bill Conte Lab for its water use within thirty (30) days of receipt of Conte Labs quarterly statement ofwater use. For the period January 1,2001 through June 30, 2002, Conte Lab shall provide NGC with its cfs hour water use on or before December 30, 2002, and NCiC sball bill Conte Lab for said water use on or before January 31,2003. Conte Lab shall be entitled to usc its credit of $107, 187.00 against such billings until such credit has been depleted. When Conte Lab's credit has been depleted, Conte Lab shall pay NGC the quarterly amount due within thirty

(30) days of the date ofNGC's bill.

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6. Unless and until NGC requires Conte Lab to operate and/or inslall metering equipment in accordance with Paragraph 6 below, Conte Lab shall provide NGC with a writlen estimate of ConIe Lab's monthly water use on a quarterly basis. Conte Lab shall estimate water use in a manner consistent with the water use estimate set forth in the letler dated February 22, 2002. Additionally, in COilllection with the provision of estimated water use for the preceding quarter, Conte Lab shall advise NGC of its anticipated water use for the next quarter.

7. NGC and Conte Lab recognize that the original agreement requires Conte Lab to meter all water passing through the Tumers Falls power canal for use at Conte Lab's facilities.

Conte Lab understands and agrees that NGC's determination to accept Conte Lab's estimated, rather than metered, water use for the inilialtem\ of the Agreement as set forth in Exhibit Band thereafter until metering is required is not a waiver ofNGC's right to require Conte Lab to meter all water usage. Conte Lab further understands and agrees to operate and/or install appropriate meters and meter water usage in accordance with the Agreement upon reasonable notice from

NGC.

8. NGC and Conte Lab agree that Conte Lab's use of water from the Turners Falls canal shall be interruptible by NGC in the event ISO-NE places NEPOOL Operating Procedure No.4, Action During a Capacity Deficiency, as it may be amended from time to time ("OP 4"), ill effect. NGC shall advise Conte Lab promptly if and when it receives notice from ISO-NE that implementation of OP 4 may be necessary, and NGC anticipates that it may require Conte Lab to interrupt watcr use, so as to enable Conte Lab to plan for potential interruption. Upon notice from NGC of the implementation of OP 4 and directiollto interrupt its water use, Conte Lab shall discontinue its experimental water use within 24 hours after receipt of said 1I0tice, except for a minimal water use of up to I cfs for maintenance of on-site fish. Notice of potential and actual intelruption in accordance with this Paragraph 7 shall be given to the Lab Director or Head of the Fish Passage Section, or to such other person designated in writing by Conte Lab.

9. Tbis Extcnsion shall be for a tenn often (10) years. Following expiration of the ten year extension, Conte Lab shall have the right to extend the conveyance for successive one (I) year periods upon NGC and Conte Lab's agreement 011 the considcration to be paid for each extended term. The parties shall begin good faith negotiations to establish the value of such convcyance extensions promptly following Conte Lab's written notice given at least ninety (90) days prior to the end of the then current tenn of this conveyance. Such notice shall be give no sooner than one hundred eighty (180) days prior to the end of a term.

10. Notices, bills and other communications under the Agreement and this Extension shall be mailed or delivered as follows:

(a) ToNGe Station Manager Northfield Mountain Project 99 Millers Falls Road Northfield, MA 01360

(413) 659-4489

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(b) To Conte Lab United States Department of the Interior Silvio 0, Conte Anadromous Fish Research Center P,O, Box 796 One Migratory Way Turners Falls, MA OJ 376

(413) 863-9475

IN TESTIMONY WHEREOF, the parties hereto have cxecuted this ius(nllncnt to bc effeclive as oflhe day and year first above melliioned.

NORTHEAST GENERATION COMPANY

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On this \ g't\.> day of December, 2002, before me, personally appeared William J.

Nadeau, who acknowledged himself to be one oflhe Vice Presidents of Northeast Generation Company, alld that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation as a free act and deed ofsaid corporation.

IN WITNESS WHEREOF, I hereunto set my band and official seal.

My Commission Expires ~. -3l ::<-()Ot?

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/ 'j By: ..J(:...::'A.:.lL/~J~'~'-----;I:-J~~~=-_

\f{iIlia J. NaHeau \Lie resident

December 1'1" 2002

STATE OF CONNECTICUT )

COUNTY OF Ua.rtbcl )

(Remainder of page intentionally left blank)

On this ~3 day of1:>e.~\:JE.I"', 200.a.., beforo me, personally appe~red Suzetle M. Kimball, and acknowledged herself to be the Eastern Regional Executive - Biology, and beiug authorized to do so, executed the foregoiug iustrument for tile purposes therein contained, and acknowledged the same to be her free act and deed.

(Date)

STATE OF WEST VIRGINIA )

COUNTY OF JQ.~e.<"SoVl )

U.S. GEOLOGICAL SURVEY

BIOLOGICAL RESOURCES DISCIPLINE

SILVIO O. CONTI"

ANDROMOUS FISH RESEARCH CENTER

By: ~8~fL ~~ Suzette M. Kunball

E~stel'll Regioual Executive· Biology

ss. _

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IN WITNESS WHEREOF, I hereunto set my hand aud official seal.

My Commission Expircs '0u. \j ;;l ') I :;;lo61

RECEIVED

nEl: 3 0 Z002

NORYHFIELD MOUNTAIN

AMENDMENT AND EXTENSION Of

CONVEYANCE OF LIMITED INTEREST IN REAL PROPERTY FOR A TERM OF YEARS

EXHffiIT B, REVISION I

Month Q§ Days Use CFS Hours

IJanuary 20 15 7,200

February 20 20 9,600 I March 20 20 9,600

April* 100 15 36,000

May* 150 15 54,000

June 150 15 54,000

July 100 IO 24,000 I August 20 20 9,600

September 20 20 9,600 I October 100 15 36,000

I November 100 15 36,000

December 20 15 7,200 I *Months in which there are days when volumes of water are typically spilling over Turners Falls IDam in excess of NGC's minimum flow requirements and water will be supplied free of charge.

THIRD AMENDMENT AND EXTENSION OF CONVEYANCE

OF LIMITED INTEREST IN REAL PROPERTY FOR A TERM OF YEARS

This Third Amendment and Extension of Conveyance of Limited Interest in Real Property for a

Term of Years (the “Third Extension”) is made effective as of the first day of January 2021 by and between FirstLight MA Hydro LLC (“FirstLight”) as successor in interest to FirstLight

Hydro Generating Company (“FirstLight”) which was in turn successor in interest to Northeast

Generation Company (“NGC”) which was in turn successor in interest to Western Massachusetts

Electric Company (“WMECO”) as Conveyor, and the United States of America, acting by and through the Secretary of the Interior, U.S. Geological Survey, Leetown Science Center/Patuxent

Wildlife Research Center, having an office at the Silvio O. Conte Anadromous Fish Research

Center (“Conte Lab”), as Conveyee.

RECITALS:

A. WMECO and Conte Lab (acting through the United States Fish and Wildlife Service) were parties to a Conveyance of Limited Interest in Real Property for a Term of Years dated May 25, 1988 (as amended and extended, the “Agreement”), the initial term of which expired on December 31, 2000.

B. In accordance with the terms of the Agreement, NGC (as successor to WMECO) and

Conte Lab entered into that certain Amendment and Extension of Conveyance of Limited

Interest in Real Property for a Term of Years dated as of January 1, 2001 (the “First

Extension”).

C. In accordance with the terms of the Agreement, FirstLight (as successor to NGC and

WMECO) and Conte Lab entered into that certain Amendment and Extension of

Conveyance of Limited Interest in Real Property for a Term of Years dated as of January

1, 2011 (the “Second Extension”).

D. The Second Extension extended the term of the Agreement for ten (10) years, to

December 31, 2020 and provided that Conte Lab has the right to additional extensions of the Agreement thereafter on a year-to-year basis upon mutual agreement on the consideration to be paid for each such extension, such right to be exercised upon ninety

(90) days notice by Conte Lab to Conveyor of its desire to so extend.

E. Conte Lab has advised FirstLight (as successor to NGC) of its desire to extend the term of the Agreement for an additional ten (10) years commencing on the effective date hereof, and FirstLight has agreed to waive the requirement for ninety days’ notice for this extension and to grant such requested extension.

AGREEMENTS:

NOW, THEREFORE, in consideration of the provisions hereof, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

1. Notwithstanding the terms of the First Extension regarding year-to-year extensions, Conte Lab shall continue to have the rights granted to it as Conveyee under the

Agreement for an extended term of ten (10) years from January 1, 2021 through

December 31, 2030 subject to all other terms and conditions of the Agreement.

2. Conte Lab shall continue to have the use of waters in the Turners Falls power canal in accordance with the Agreement on the economic terms set forth in the First Extension and subject to the credit described therein.

3. The value of the credit as of September 30, 2020 was $57,083.32.

4. The notice provision set forth in paragraph no. 10 of the First Extension is hereby modified as to the Conveyor only, by deleting subparagraph (a) thereof and substituting therefor the following:

(a) To FirstLight:

FirstLight Power

Northfield Mountain Project

99 Millers Falls Road

Northfield, MA 01360

Attention: Sr Ops Manager

Tel. 413-659-4489

With a copy to:

FirstLight Power

111 South Bedford Street, Suite 103

Burlington, MA 01803

Attention: Legal Department

Tel. 781-653-4240

5. Except as hereby modified, all terms of the Agreement remain unmodified and are in full force and effect.

IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.

FIRSTLIGHT MA HYDRO LLC

By: ______________________________

Name: Nicholas A. Hollister

Title: Senior Operations Manager, North

U.S. GEOLOGICAL SURVEY

LEETOWN SCIENCE CENTER/PATUXENT WILDLIFE RESEARCH CENTER

SILVIO O. CONTE ANADROMOUS FISH RESEARCH CENTER

By: ______________________________

Name: Thomas J. O’Connell

Title: Center Director

12/10/2020

12/15/2020

EXHIBIT C

RELEASE

This Release is made this day of 2024, by and between FirstLight MA Hydro LLC, a corporation having a principal place of business at Burlington, MA, herein referred to as the Grantor, and THE UNITED STATES OF AMERICA, 1849 “C” Street, N.W., (Code 2540), Washington, DC 20240, hereinafter referred to as Grantee.

WITNESSETH:

WHEREAS, the Grantor is the owner of certain real property formerly owned by Western Massachusetts Electric Company in the Town of Montague, Massachusetts, described as Tracts 10, R, M, M-1 in that certain report prepared by Roger R. Tornstrom, Land Surveyor, dated December 1986 and revised February 1988 and recorded in the Franklin County Registry of Deeds at Book 2222, page 168, and;

WHEREAS, Grantor’s predecessor in interest, the said Western Massachusetts Electric Company, granted an easement to Grantee on May 25, 1988, via a Deed of Easement recorded in the Franklin County Registry of Deeds at Deed Book 2222, page 154, and;

WHEREAS, the said Deed of Easement, at paragraph 2(a), recorded at Deed Book 2222, page 156, states that:

The Grantee shall install at least four (4) gates along the Access Road and Service Road at the locations shown on the Plan.

WHEREAS, the Grantee has removed two of the four gates originally constructed.

WHEREAS, the said Deed of Easement, at paragraph 2(c), recorded at Deed Book 2222, page 156, states that:

At the close of each day during which the Grantee’s laboratory facilities are open, the Grantee shall patrol the Roadway and arrange for the removal of all unauthorized vehicles from the Easement Area. If the Grantor elects to allow public access for additional periods, it shall notify the Grantee’s personnel at the laboratory and the Grantor shall be responsible for arranging removal of motor vehicles when it closes the easement area to public use.

WHEREAS, the Grantor and Grantee agree that having Grantee patrol the Roadway and arrange the removal of vehicles is no longer either feasible or desirable, and;

WHEREAS, the Deed of Easement at subparagraph (e) and (f), recorded at Deed Book 2222, page 163 states that:

(e) Once constructed, the Grantee shall maintain all facilities in good, safe, and lawful condition.

24th June

(f) In the event of erosion or washout within the Easement Area due to the exercise of the rights granted herein, the Grantee shall repair same or in the alternative request that such work be performed by the Grantor, in which case the Grantee shall reimburse the Grantor for all costs reasonably incurred for such restoration.

WHEREAS, the Access Road and Service Road (each as identified in the Easement) see significant use by Grantor both for maintenance of its power generation facilities and for public recreational purposes under the license issued to it by the Federal Energy Regulatory Commission for the Turners Falls Hydroelectric Project (FERC no. P-1889), which creates maintenance responsibilities Grantee cannot and should not bear exclusively, NOW THEREFORE, the Grantor and Grantee do modify the Deed of Easement as follows:

1. Grantor, as a free gift and donation, on behalf of itself, its successors and assigns, does hereby irrevocably release the Grantee from the said obligation at Paragraph 2(c), and the Parties hereby amend the Deed of Easement to omit the said Paragraph 2(c).

2. Grantor and Grantee do amend the paragraphs recorded at Deed Book 2222, page 163 to read:

(e) Once constructed, the Grantee shall maintain all facilities in good, safe, and lawful condition, provided, however, that Grantor shall maintain the Access Road and Service Road, including the G Street entrance gate constructed pursuant to Section 2 and the bridge constructed pursuant to Section 4, paragraph(x). Grantee may contribute to such maintenance as funds allow and as agreed between Grantor and Grantee. Snow removal will continue to be governed by paragraph 1(d).

(f) In the event of erosion or washout within the Easement Area due to the Grantee’s exercise of the rights granted herein, the Grantee shall repair same or in the alternative request that such work be performed by the Grantor, in which case the Grantee shall reimburse the Grantor for all costs reasonably incurred for such restoration

(g) Grantee shall maintain the gate to the Research Laboratory parking lot at its sole expense.

No other changes to the terms of the Easement are hereby made.

IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.

FirstLight MA Hydro LLC

By:

Name: Justin Trudell Title: President and Chief Executive Officer Address: 100 District Ave, Suite 102

Burlington, MA 01803

Date:

U.S. Department of the Interior

MICHAEL

By: TUPPER Digitally signed by MICHAEL

TUPPER

Date: 2024.06.13 12:45:50 -04'00'

Name: Michael H. Tupper Title: U.S. Geological Survey, Regional Director, Northeast Region Address: _12201 Sunrise Valley Drive, Reston, VA 20192 Date:

6/24/2024

EXHIBIT D

FOURTH AMENDMENT OF CONVEYANCE OF LIMITED INTEREST IN REAL

PROPERTY FOR A TERM OF YEARS

This Fourth Amendment of Conveyance of Limited Interest in Real Property for a Term of Years (the “Fourth Amendment”) is made effective as of the first day of April 2024 by and between FirstLight MA Hydro LLC (“FirstLight”) as successor in interest to FirstLight Hydro Generating Company which was in turn successor to Northeast Generation Company (“NGC”) which was in tum successor in interest to Western Massachusetts Electric Company (“WMECO”) as Conveyor, and the United States of America, acting by and through the Secretary of the Interior, U.S. Geological Survey, Biological Resources Discipline, having an office at the Silvio O. Conte Anadromous Fish Research Center (“Conte Lab”), as Conveyee.

RECITALS:

A. WMECO and Conte Lab (acting through the United States Fish and Wildlife Service) were parties to a Conveyance of Limited Interest in Real Property for a Term of Years dated May 25, 1988 (as amended and extended, the “Agreement”), the initial term of which expired on December 31, 2000.

B. In accordance with the terms of the Agreement, NGC (as successor to WMECO) and Conte Lab entered into that certain Amendment and Extension of Conveyance of Limited Interest in Real Property for a Term of Years dated as of January 1, 2001 (the “First Extension”).

C. The First Extension extended the term of the Agreement for ten (10) years, to December 31, 2010, and provided that Conte Lab has the right to additional extensions of the Agreement thereafter on a year-to-year basis upon mutual agreement on the consideration to be paid for each such extension, such right to be exercised upon ninety (90) days notice by Conte Lab to Conveyor of its desire to so extend.

D. In accordance with the terms of the Agreement, NGC (as successor to WMECO) and Conte Lab then entered into that certain Second Amendment and Extension of Conveyance of Limited Interest in Real Property for a Term of Years dated as of January 1, 2011 (the “Second Extension”).

E. The Second Extension extended the term of the agreement for ten (10) years, to December 31, 2020, notwithstanding the terms of the First Extension regarding year-to-year extensions.

F. In accordance with the terms of the Agreement, FirstLight (as successor to FirstLight Hydro Generating Company as successor to NGC) and Conte Lab then entered into that certain Third Amendment and Extension of Conveyance of Limited Interest in Real Property for a Term of Years dated as of January 1, 2021 (the “Third Extension”).

G. The Third Extension extended the term of the agreement for ten (10) years, to December 31, 2031, notwithstanding the terms of the First Extension regarding year-to-year extensions.

H. As consideration for the terms of the Conveyance, the United States transferred $150,000 to the Conveyor, to be held as a credit for payment for use of water.

The amount of that Credit, as of March 31, 2024, stands at $46,660.99. The Parties now wish to amend the terms of the Agreement pertaining to payment for water use and the use of the remaining Credit.

AGREEMENTS:

NOW, THEREFORE, in consideration of the provisions hereof, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

1. FirstLight agrees to accept the value of the Credit as full payment for all past and future water use by Conte Lab, and as payment for assuming, as it hereby does, primary maintenance responsibility for the bridge over the Conte Lab water supply, although Conte Lab may contribute to such maintenance as funds permit.

2. The notice provision set forth in paragraph no. 4 of the First Extension is hereby modified as to the Conveyor only, by deleting subparagraph (a) thereof and substituting therefor the following:

(a) To FirstLight:

FirstLight Power Northfield Mountain Project 99 Millers Falls Road Northfield, MA 01360 Attention: Sr Ops Manager Tel. 413-659-4489

With a copy to:

FirstLight Power 100 District Ave, Suite 102 Burlington, MA 01803 Attention: Legal Department Tel. 781-653-4240

3. Except as hereby modified, all terms of the Agreement remain unmodified and are in full force and effect.

IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.

FirstLight MA Hydro LLC

By:

Name: Justin Trudell Title: President and Chief Executive Officer Address: 100 District Ave, Suite 102

Burlington, MA 01803

Date:

U.S. Department of the Interior

By:

Name: Thomas J. O’Connell Title: U.S. Geological Survey, Center Director, Eastern Ecological Science Center Address: _11649 Leetown Road, Kearneysville, WV 25430 Date: _June 12, 2024

O'CONNELL

Digitally signed by THOMAS

O'CONNELL

Date: 2024.06.12 15:26:09 -04'00'

6/24/2024

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CERTIFICATE OF SERVICE

Pursuant to Rule 2010 of the Commission’s Rules of Practice and Procedure, 18 C.F.R.

§ 385.2010 (2023), I hereby certify that I have this day served the foregoing documents upon each person designated on the official service list compiled by the Secretary in this proceeding.

Dated at Washington, DC, this 28th day of June, 2024.

/s/ Mealear Tauch Mealear Tauch Van Ness Feldman, LLP 2000 Pennsylvania Avenue, NW Suite 6000 Washington, DC 20006 mzt@vnf.com mailto:mzt@vnf.com