EXHIBIT D ATTACHMENTS ATTACHMENT A ASSIGNMENT AND ASSUMPTION AGREEMENT

Transcription

1 EXHIBIT D ATTACHMENTS ATTACHMENT A ASSIGNMENT AND ASSUMPTION AGREEMENT Standard Contract for the Purchase and Sale of Connecticut Class I Renewable Energy Credits from Low and Zero Emission Projects or Small Class I Zero Emission Project Tariff Attachment 1: Service Agreement number for the Project, located at dated as of / / (Attachment B to this Assignment). Project # (Ex: M2-####) Facility/Site Address Project Name Effective Date of Contract/Service Agreement This Assignment and Assumption Agreement (the "Assignment") is made, executed and delivered on / /, by and between (the "Assignor") Date and (the "Assignee"). Each of Assignor and Assignee Party B are referred to as a "Party" and collectively as the "Parties". Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement (as defined below). Party A WHEREAS, Assignor and The Connecticut Light and Power Company dba Eversource Energy, a Connecticut corporation ("Counterparty" or Eversource ), are parties to that certain (i) Standard Contract for the Purchase and Sale of Connecticut Class I Renewable Energy Credits from Low and Zero Emission Projects or Small Class I Zero Emission Project Tariff Attachment 1: Service Agreement ( LREC/ZREC Standard Agreement ). WHEREAS, Assignor and Assignee are parties to that certain Purchase and Sale Agreement, dated as of / / (the "Agreement"), providing for, among other things, the assignment, transfer, conveyance and sale by Assignor and assumption by Assignee of the LREC/ZREC Standard Agreement on or about / / ( the Closing Date ) pursuant to the terms hereof; and WHEREAS, on the Closing Date, effective as of the date specified in Eversource s acknowledgment and approval of the Assignment (the Effective Date ), Assignor wishes to assign to Assignee, and Assignee wishes to accept the assignment of, all of Assignor's right, title and interest in and to, and Assignor's rights, liabilities, duties and obligations under the LREC/ZREC Standard Agreement arising from and after the Effective Date in, to and under, and in respect of the LREC/ZREC Standard Agreement in accordance with the terms hereof. NOW, THEREFORE in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows: 1. Assignor hereby irrevocably transfers, sells, assigns, conveys and delivers to Assignee, on the

2 Closing Date, effective as of the Effective Date, all of Assignor's right, title and interest in and to, and its liabilities, duties and obligations under the LREC/ZREC Standard Agreement, subject to the terms and conditions of the LREC/ZREC Standard Agreement. 2. Assignee hereby purchases, acquires and accepts the assignment of the LREC/ZREC Standard Agreement and Assignor's right, title, benefits, privileges and interest in and to the LREC/ZREC Standard Agreement on the Closing Date, and agrees to pay, satisfy, discharge, assume and perform all Assignor's rights, liabilities, duties and obligations under the LREC/ZREC Standard Agreement that relate to the periods from and after the Effective Date. Assignee covenants and agrees that from and after the Effective date it will be bound by, observe and perform, carry out and fulfill all covenants and agreements, duties, and obligations under the LREC/ZREC Standard Agreement that relate to the periods from and after the Effective Date that were formerly required to be observed and performed by the Assignor under the LREC/ZREC Standard Agreement. 3. Assignee explicitly agrees that the Performance Assurance obligations are ongoing and, to the extent they have not been fully satisfied by Assignor in the sole opinion of Eversource, such Performance Assurance obligations shall be the sole obligation of Assignee from and after the Effective Date. 4. As of the Closing Date: a) Assignee has performed in all material respects its agreements and covenants contained in or contemplated by the Agreement which are required to be performed by Assignee at, or prior to, the date hereof; and b) Each of the representations and warranties of Assignee set forth in the Agreement is true and correct on the date hereof as though made on and as of the date hereof (except for representations and warranties that expressly speak only as of a specific date or time which only need be true and correct as of such date and time). 5. As of the Closing Date: a) Assignor has performed in all material respects its agreements and covenants contained in or contemplated by the Agreement which are required to be performed by Assignor at, or prior to, the date hereof; and b) Each of the representations and warranties of Assignor set forth in the Agreement is true and correct on the date hereof as though made on and as of the date hereof (except for representations and warranties that expressly speak only as of a specific date or time which only need be true and correct as of such date and time). 6. This Assignment, the rights and obligations of the Parties under this Assignment, and any claim or controversy directly or indirectly based upon or arising out of this Assignment or the transactions contemplated by this Assignment (whether based on contract, tort, or any other theory), including all matters of construction, validity and performance, shall in all respects be governed by and interpreted, construed, and determined in accordance with, the internal Laws of the State of Connecticut (without regard to any conflict of laws provision that would require the application of the Law of any other jurisdiction). 7. The Parties shall execute and deliver all such other and further documents and perform all such further acts that may be reasonably necessary to effectuate the terms and provisions of this Assignment. 8. To the extent that there is a conflict between this Assignment and the LREC/ZREC Standard Agreement the terms of this Assignment shall control.

3 9. Except as set forth in the following sentence, nothing in this Assignment is intended to confer upon any other person except the Parties any rights or remedies hereunder or shall create any third party beneficiary rights in any person. Assignor and Assignee expressly acknowledge and agree that Counterparty is an intended third-party beneficiary of any and all rights of Assignor under this Assignment. 10. This Assignment is executed by, and shall be binding upon, the Parties and their respective successors and assigns. 11. This Assignment may be executed in multiple counterparts, including through facsimile and pdf signatures, each of which is an original and all of which constitute one and the same agreement. [The remainder of this page intentionally left blank]

4 IN WITNESS WHEREOF, the Parties have caused this Assignment to be executed by their respective officers thereunto duly authorized, as of the date first written above. [Assignor] By: Signature Name: Printed Name Title: Title [Assignee] By: Signature Name: Printed Name Title: Title List of Attachments: Attachment B Copy of LREC/ZREC Standard Agreement in effect at time of Request for Assignment, along with any applicable Revisions and/or Amendments

5 ATTACHMENT B LREC/ZREC STANDARD AGREEMENT ALONG WITH ANY APPLICABLE REVISIONS AND/OR AMENDMENTS

6 ATTACHMENT C UPDATE IN ACCORDANCE WITH ARTICLE 14. NOTICES AND CONTACT INFORMATION FOR ASSIGNMENTS AND CHANGE OF CONTROL PURSUANT TO SECTION 11.1 OR 11.3 In accordance with Section 14.4 of the Standard Contract for the Purchase and Sale of Connecticut Class I Renewable Energy Credits from Low and Zero Emission Projects or Small Class I Zero Emission Project Tariff Attachment 1: Service Agreement number between The Connecticut Light and Power Company dba Eversource Energy and for the Facility known as Seller with an Effective Date of / / ("LREC/ZREC Standard Agreement") the notice Effective Date of Contract/Service Agreement and contact information specified in the LREC/ZREC Standard Agreement is hereby changed as follows without amendment of the LREC/ZREC Standard Agreement. Project # (Ex: M2-####) Project Name SELLER Party Name Address Business Website Tax ID Numbers US Federal: Other: DUNS Number Jurisdiction of Organization Company Type Corporation Limited Partnership LLP LLC Partnership Other:

7 CONTACT INFORMATION SELLER General (day to day/ administrative) Contract Legal Notices Performance Assurance ADDRESS: ATTN: TEL#: FAX#: ADDRESS: ATTN: TEL#: FAX#: ADDRESS: ATTN: ADDRESS: ATTN: TEL#: FAX#: ACCOUNTING INFORMATION Invoices Payments Settlements ADDRESS: ATTN: TEL#: FAX#: BANK: BANK ADDRESS: Wire Transfer Numbers (IF APPLICABLE) Checks (IF APPLICABLE) ABA: ACCT: CHECKING SAVINGS OTHER DETAILS: ATTN: ADDRESS: BANK: BANK ADDRESS: ACH Numbers (IF APPLICABLE) ABA: ACCT: CHECKING SAVINGS OTHER DETAILS: Primary Payment Method: ACH Numbers Checks Secondary Payment Method: ACH Numbers Wire Transfer Numbers Checks N/A Tertiary Payment Method: ACH Numbers Wire Transfer Numbers Checks N/A We strongly recommend you use an electronic funds transfer (ACH) as your primary payment method. Electronic funds transfers are a faster, more secure method of payment than check delivery.

8 ATTACHMENT D PERFORMANCE ASSURANCE DECLARATION AND CERTIFICATION If the Seller is required to post Performance Assurance pursuant to the Standard Contract for the Purchase and Sale of Connecticut Class I Renewable Energy Credits from Low and Zero Emission Projects or Small Class I Zero Emission Project Tariff Attachment 1: Service Agreement number between The Connecticut Light and Power Company dba Eversource Energy and for the Facility known as with an Effective Date of / / ( LREC/ZREC Standard Agreement ), the Assignor and Assignee shall Effective Date of Contract/Service Agreement certify as follows: Project Name Project # (Ex: M2-####) Amount of Performance Assurance Required to be Posted: $ (this is the amount in Section 9.1 of the LREC/ZREC Standard Agreement. If the Performance Assurance amount was doubled due to the six (6) month extension provision in accordance with RE01 this amount would be double the amount listed in Section 9.1 of the Standard Agreement.) N/A Project was in-service when Contract/Service Agreement was awarded; therefore no Performance Assurance was posted for this project. N/A Project has gone in-service and Performance Assurance has already been returned pursuant to Section 9.2 of the Standard Agreement. Existing Form of Performance Assurance: Cash Letter of Credit* Surety Bond* Cashier s Check N/A *Updated form of Performance Assurance must be posted at the time the request for assignment is made. Updated Form of Performance Assurance (Must be posted at the time the request for assignment is made): Cash Cashier's Check N/A Retain existing form of Performance Assurance Note: If this option is chosen, the existing Performance Assurance will be returned to the Assignee in accordance with Section 9.2 of the Agreement. The undersigned authorized representatives of the Assignor and Assignee certify that the Performance Assurance designated above shall be provided and maintained in accordance with the LREC/ZREC Standard Agreement and Eversource s Acceptable Forms and Methods of Providing Performance Assurance document. Seller [Assignor] Signature Printed Name Title Date [Assignee] Signature Printed Name Title Date

9 ATTACHMENT E UPDATE IN ACCORDANCE WITH ARTICLE 14. NOTICES AND CONTACT INFORMATION FOR ASSIGNMENTS AS SECURITY PURSUANT TO SECTION 11.2 The Assignor is requesting an assignment pursuant to Section 11.2 of the Standard Contract for the Purchase and Sale of Connecticut Class I Renewable Energy Credits from Low and Zero Emission Projects or Small Class I Zero Emission Project Tariff Attachment 1: Service Agreement number between The Connecticut Light and Power Company dba Eversource Energy and _ for the Facility known as Seller with an Effective Date of / / ("LREC/ZREC Standard Agreement"). In Effective Date of Contract/Service Agreement Project # (Ex: M2-####) Project Name accordance with Section 14.4 the notice and contact information specified in the LREC/ZREC Standard Agreement is hereby changed as follows without amendment of the LREC/ZREC Standard Agreement: ASSIGNEE CONTACT INFORMATION TO BE ADDED TO EXISTING NOTICES AND CONTACT INFORMATION: CONTACT INFORMATION LENDER General (day to day/ administrative) ADDRESS: ATTN: TEL#: FAX#:

10 ATTACHMENT F ASSURANCES AGREEMENT This ASSURANCES AGREEMENT ( Assurances Agreement ), dated as of / /, (as amended, supplemented or otherwise modified from time to time, this Date Assurances Agreement ) is entered into by THE CONNECTICUT LIGHT AND POWER COMPANY DBA EVERSOURCE ENERGY, a Connecticut corporation ( Buyer ),, a _( Seller ), and Seller Name, a ( Lender ). Lender Name Lender Company Type Seller Company Type RECITALS WHEREAS, Buyer and Seller are party to that certain Standard Contract for the Purchase and Sale of Connecticut Class I Renewable Energy Credits from Low or Zero Emissions Projects or the Small Class I Zero Emission Project Tariff Attachment 1 ( Service Agreement ) dated as of / /, for the project, Project #, located at Project Name Project # (Ex: M2- ####) (as may be amended from time to time, the Subject Facility/Site Address Effective Date of Contract/Service Agreement Agreement ) whereby, subject to the terms of the Subject Agreement, Buyer has agreed to purchase Class 1 Renewable Energy Credits ( RECs ) in connection with the Facility; WHEREAS, Seller and Lender have entered into financing agreements for the purpose of Lender providing funding to Seller for the Facility ( Loan ) and are seeking assurances from the Buyer regarding the Subject Agreement: AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree, notwithstanding anything to the contrary in the Subject Agreement, as follows: ARTICLE 1. CERTAIN ASSURANCES 1.1 ASSURANCES AGREEMENT. Seller and Lender acknowledge and represent that (a) the Lender is making a Loan to Seller in reliance upon the execution and delivery by Buyer of this Assurances Agreement; (b) Seller has assigned to Lender, as security, the Subject Agreement, including, but not limited to, Seller s right to make all demands, give all notices, take all actions and exercise all rights of Seller under the Subject Agreement and subject to the provisions thereof and of the documents evidencing, governing and/or securing the Loan ( the Loan Documents ). Seller, Lender and Buyer acknowledge and agree that the foreclosure or any other

11 enforcement action or acquisition of any collateral as a consequence of any enforcement action (any such action an Enforcement Action ) undertaken by the Lender or any designee, successor or assignee of Lender (any designee, successor or assignee of Lender, collectively, a Successor ) in respect of its rights under the Loan Documents shall not constitute a default, an Event of Default or a breach under Section 11.1 or Section 11.3 of the Subject Agreement unless such Enforcement Action results in an assignment to a party other than the Lender and Buyer (i) reasonably determines that such Successor is less creditworthy than Seller was at the time of such assignment, or (ii) reasonably determines that such Successor lacks the ability to perform Seller s obligations under this Agreement and (iii) Buyer has so notified the Lender or the Successor in accordance with the Subject Agreement. Upon receipt of a notice from Lender that an Enforcement Action has occurred and Lender or the Successor has acquired all rights and obligations of Seller under the Subject Agreement, Buyer shall recognize Lender or the Successor, as applicable, as the counterparty under the Subject Agreement, and shall subject to Section 1.3 hereof and to the terms and conditions of the Subject Agreement, perform all of its obligations thereunder, including for purchases and payments made thereunder, as if Lender or the Successor were the original contracting party thereunder. Seller, Lender and Buyer further acknowledge and agree that a Change in Control over Seller that does not have a material adverse effect on Seller s creditworthiness or Seller s ability to perform its obligations under the Subject Agreement shall not require Buyer s consent, shall not result in a default or Event of Default under the Subject Agreement and shall not give rise to a right to terminate the Subject Agreement 1.2 RIGHT TO CURE. Seller and Buyer agree that to the extent Seller has any cure rights under the Subject Agreement pertaining to events which are or could, with the passage of time or otherwise, become, Events of Default, Lender is hereby authorized to effect any such cure pursuant to the terms of the Subject Agreement. 1.3 NO LIABILITY. Buyer and Seller acknowledge and agree that neither the Lender nor a Successor shall be obligated or required to perform any of Seller s obligations under the Subject Agreement. Seller and Lender acknowledge and agree that, except for Buyer's obligations to Lender as set forth in this Assurances Agreement, all other obligations of Buyer under the Subject Agreement, whether to Seller or to Lender, are subject to the terms and conditions of the Subject Agreement, including performance by Seller or Lender, as assignee of Seller, of Seller s obligations thereunder. 1.4 DELIVERY OF NOTICES. In accordance with the contact information provided to Buyer, which shall be current and accurate, Buyer shall make commercially reasonable efforts to deliver to the Lender (or the Successor), concurrently with the delivery thereof to Seller, a copy of each notice regarding defaults, Events of Defaults or termination of the Subject Agreement. Buyer shall not be required to provide such notices to more than one Lender or one Successor. For any Successor, the Lender shall provide Buyer with current and accurate contact information for such Successor, which includes a mailing address and an address. In addition, Seller shall provide a copy of any such notice to Lender the next business day after receipt from Buyer, independent of any agreement of Buyer to deliver such notice. In addition, Lender shall promptly provide notice to Buyer of an Enforcement Action whereby Lender acquires the rights of Seller under the Subject Agreement. Upon termination of the Loan, Lender shall provide notice to Buyer of such termination, which shall result in cessation of Lender notices under this Assurances Agreement. All notices under this Agreement shall be by either overnight mail or (provided that a copy of any notice sent by shall be sent on the same day by overnight delivery). Buyer acknowledges receipt of the following contact information for Lender, which shall remain in effect unless and until Lender notifies Buyer to the contrary: ARTICLE 2. REPRESENTATIONS AND WARRANTIES 2.1 The parties to this Assurances Agreement make the following representations and warranties in

12 favor of the other parties to this Assurances Agreement as of the date hereof: (A) AUTHORIZATION. The execution, delivery and performance by the parties of this Assurances Agreement have been duly authorized by all necessary corporate or other action on the part of the parties to such agreement and do not require any approvals except approvals which have previously been obtained and which are in full force and effect or which are routinely obtained during the ordinary course of business during the execution of the Facility project. (B) EXECUTION AND DELIVERY; BINDING AGREEMENTS. This Assurances Agreement has been duly executed and delivered on behalf of the parties by the authorized signatories of the parties and constitutes the legal, valid and binding obligation of the parties, enforceable against the parties in accordance with its terms, except as the enforceability thereof may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and (b) general equitable principles (whether considered in a proceeding in equity or at law). 2.2 STATUS OF SUBJECT AGREEMENT. (a) Buyer represents that: (i) as of the date hereof, Buyer is not in default of any of its obligations under the Subject Agreement, (ii) as of the date hereof, to Buyer s actual knowledge, Seller is not in default of any of its obligations under the Subject Agreement and the Performance Assurance required under the Subject Agreement has been provided by Seller to Buyer, (iii) as of the date hereof, Buyer and, to Buyer s actual knowledge, Seller, has complied with all conditions precedent to the respective obligations of such party to perform under the Subject Agreement, except to the extent any such conditions precedent have been waived by the party or parties to the Subject Agreement not obligated by such conditions precedent and (iv) the Subject Agreement has not been amended or modified. (b) Seller represents that (i) Seller is not in default of any of its obligations under the Subject Agreement, and as of the date hereof, to Seller s actual knowledge, all payments that are required under the Subject Agreement to have been made by any party thereto have been made and (ii) Seller has complied with all conditions precedent to the Seller s obligations to perform under the Subject Agreement, except to the extent any such conditions precedent have been waived by the party or parties to the Subject Agreement not obligated by such conditions precedent. ARTICLE 3. MISCELLANEOUS 3.1 DEFINITIONS. Unless otherwise defined herein, initially capitalized terms used in this Assurances Agreement shall have the same meanings ascribed to them in the Subject Agreement. 3.2 GOVERNING LAW. This Assurances Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the laws of the State of Connecticut. 3.3 SUCCESSORS AND ASSIGNS. This Assurances Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns. 3.4 ENTIRE AGREEMENT. This Assurances Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Assurances Agreement and any such agreement, document or instrument, other than the Subject Agreement, the terms, conditions and provisions of this Assurances Agreement shall prevail. [The remainder of this page intentionally left blank]

13 [Assurances Agreement Signature Page] IN WITNESS WHEREOF, the parties to this Assurances Agreement have caused it to be duly executed and delivered as of the date first written above. Seller By: Name: Title: Lender By: Name: Title: THE CONNECTICUT LIGHT AND POWER COMPANY DBA EVERSOURCE ENERGY as Buyer By: Name: Title:

14 ATTACHMENT G NEPOOL GIS CERTIFICATION (Only required if the project is in-service) Below is the required NEPOOL GIS information for the Standard Contract for the Purchase and Sale of Connecticut Class I Renewable Energy Credits from Low and Zero Emission Projects or Small Class I Zero Emission Project Tariff Attachment 1: Service Agreement number for the Project, located at dated as of Project Name / /, including: Date Project # (Ex: M2-####) Facility Site/Location a) The Facility Name of the LREC/ZREC Facility as it will appear in the NEPOOL GIS Account: b) The Unit ID for the LREC/ZREC Facility as it will appear in the NEPOOL GIS Account: c) The NEPOOL GIS Account Name from which RECs will be delivered: d) Assignee has designated Eversource as the Third Party Meter Reader. e) Assignee has established a forward certificate transfer within NEPOOL GIS for the transfer of RECs into Eversource s LREC/ZREC NEPOOL GIS account (CL&P LREC ZREC) for RECs delivered to Buyer. Getting Started in the NEPOOL GIS: See the following link for guidance on opening a new NEPOOL GIS account and registering a new generator: A couple tips when registering a new LREC or ZREC generator: You will want to register a Non-NEPOOL Generator, which is a behind the meter generator type Regarding the 2 page generator registration form, fill out all the required fields on the first page, and leave the entire second page blank. The fields on the second page will be reviewed and completed by the NEPOOL GIS administrator based on CT PURA Class I qualification. Upon submitting the registration form, a unit ID beginning with NON followed by a series of numbers will immediately be assigned to your generator registration. This is the unique generator ID to be used for any CT PURA or CL&P paperwork.

15 Creating a Forward Certificate Transfer: See the following link for guidance on the forward transfer process: A couple of tips when initiating a forward transfer to CL&P: A forward transfer can only be initiated once the generator registration has been approved, which occurs only after the generator owner has alerted the NEPOOL GIS administrator of the Class I qualification. The Receiving Account Holder should be the CL&P LREC ZREC account The forward transfer must be scheduled through the end of the 15-year term of the contract based on the Delivery Term Start Date (see chart below for guidance on choosing the correct end-vintage date) **Note - the end vintage date is based off of the Delivery Term Start Date as noted in Section 2.2 of your Contract/Service Agreement. You must always choose the end vintage date that corresponds to your Delivery Term Start Date per the chart below, regardless of the begin vintage date. For the "Monthly Percentage," choose 100% CL&P will review the initiated forward transfer, and only upon their approval of the forward transfer will the transfer be finalized and scheduled for delivery. If you require further assistance, please contact the NEPOOL GIS administrator at gis@apx.com.