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					Private & Confidential                 JXYT




                         Dated

        [Name of Counterparty] (1)




        and



        [PURCHASER Entity]       (2)




    EMISSION REDUCTION PURCHASE
             AGREEMENT




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         CONTENTS

Clause              Page
THIS AGREEMENT is made on the [ BETWEEN
                                ]

(1)   [Name of Counterparty] a company organised and existing under the laws of [Host Country] and having its
      registered office at [address] (“Seller”);

(2)   [PURCHASER Entity] a company organised and existing under the laws of [●] and having its
      registered office at [address] (“Buyer”).

WHEREAS

(A)   The Seller intends to carry out the Project as a project registered under the Clean Development
      Mechanism.

(B)   The Seller wishes to sell and the Buyer wishes to purchase CERs from the Project.

(C)   The Parties wish to enter into a transaction for the sale and purchase of CERs from the Project to be
      governed by this emission reduction purchase agreement (“Agreement”).

1     Interpretation and Definitions

Interpretation

      In this Agreement, unless the context indicates a contrary intention:

         (a) headings are for convenience only and do not affect interpretation;

         (b) the schedules of this Agreement form part of this Agreement;

         (c) the expression “person” includes an individual, a corporation, an authority, an association or
             joint venture (whether incorporated or not incorporated), a partnership and a trust;

         (d) an “authorisation” includes an authorisation, permit, consent, approval, resolution, licence,
             exemption, filing, registration or notarisation;

         (e) a reference to any “Party” includes that Party's executors, administrators, successors and
             permitted assigns, including any person taking by way of novation and, in the case of a
             trustee, includes any substituted or additional trustee;

         (f)     a reference to any “document” (including this Agreement) is to that document as varied,
                 novated, ratified or replaced from time to time;

         (g) a reference to any statute or to any statutory provision includes any statutory modification or
             re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws,
             regulations, rules and statutory instruments (howsoever described) issued under it;

         (h) where a word or phrase is given a defined meaning, any other part of speech or grammatical
             form of that word or phrase has a corresponding meaning;

         (i)     words importing the singular include the plural (and vice versa), and words indicating a gender
                 include every other gender; and

         (j)     the word “includes” in any form is not a word of limitation.

Definitions

      In this Agreement:


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      “Abandonment” means the cessation of all Project involvement by the Seller, where such cessation
      has not previously been agreed by the Buyer in writing.

      “Account” means, with respect to a Party, its Registry Account and/or Cash Account.

      “Adaptation Share of Proceeds” means any CERs deducted by the CDM registry administrator upon
      issuance of CERs by the CDM Executive Board in accordance with the International Rules.

      “Administration Share of Proceeds” means any amount or payment required by the CDM registry
      administrator or the CDM Executive Board in order to cover administrative expenses, as determined
      under the International Rules.

      “Annex 1 Letter of Approval” means a letter issued by the DNA of an Annex 1 country to a potential
      voluntary participant in a CDM project.

      “Applicable Laws” means the International Rules, all legally binding constitutions, treaties, statutes,
      laws, ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions,
      writs and orders of any government authority or arbitrator that apply to either of the Parties or the
      terms of this Agreement.

      “Business Day” means any day other than a Saturday, Sunday or public holiday on which banks in
      both the [Host Country] and England are open for business.

                 “Buyer’s Liquidated Damages” means the sum of:

         (a) an amount equal to the product of:

                 (i)    the Market Price less the Unit Price (which if a negative number shall be deemed zero);
                        and

                 (ii)   the sum of:

                        (A)   the Shortfall Amount (if any) on the Delivery Date immediately prior to the Early
                              Termination Date; and

                        (B)   in respect of all Delivery Dates following the Early Termination Date (if any), the
                              quantity of Contract CERs and/or Option CER Amounts not yet Delivered;

         (b) interest on the amount calculated pursuant to (a) above at the Default Rate for the period from
                 and including the date on which the default in respect of which the Default Notice was served
                 to (but excluding) the date that payment of the amount calculated pursuant to (a) is made; and

         (c) the amount of such reasonable costs and expenses which the Buyer incurs in respect of the
                 default (including broker fees, recovery costs, commissions and legal fees).

      “Buyer's Replacement Costs” means the sum of:

         (a) an amount equal to the product of:

                 (i)    the Market Price less the Unit Price (which if a negative number shall be deemed zero);
                        and

                 (ii)   the Shortfall Amount;




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         (b) interest on the amount calculated pursuant to (a) above at the Default Rate for the period from
                 and including the Transfer Date on which the relevant Shortfall Amount arose to (but
                 excluding) the date that payment of the amount calculated pursuant to (a) is made; and

         (c) the amount of such reasonable costs and expenses which the Buyer incurs in respect of the
                 Shortfall Amount (including broker fees, recovery costs, commissions and legal fees).

      “Calculation Agent” means an independent third party accountant appointed by mutual agreement of
      the Non-Defaulting Party and the Defaulting Party. If the Parties cannot agree within ten (10) Business
      Days of the Early Termination Date, the Calculation Agent shall be an accountant nominated by the
      president (or president’s nominee) of the Institute of Chartered Accountants in London. The Defaulting
      Party shall be responsible for costs of the Calculation Agent.

      “Call Option” means the right, but not the obligation, granted by the Seller to the Buyer to acquire
      Option CERs in accordance with clause 5.

      “Carbon Dioxide Equivalent” or “CO2-e” means the unit of measurement used to indicate the Global
      Warming Potential of greenhouse gases (substances recognised as such under the International
      Rules).

      “Cash Account” means the cash account opened by the Seller and of which the Seller shall inform the
      Buyer no later than fourteen (14) Business Days before the first Transfer Date.

      “CDM Executive Board” means the executive board of the Clean Development Mechanism
      constituted in accordance with the International Rules.

      “CDM Related Costs” means any CDM related expenses, including:

         (a) costs incurred in obtaining a letter of approval from the Host Country DNA;

         (b) internal costs incurred in assisting the Validation of the Project by the DOE;

         (c) costs relating to the collation of environmental impact assessments, stakeholder consultations
             and the preparation of feasibility studies necessary to define the technical, financial and legal
             feasibility of the Project;

         (d) the Administration Share of Proceeds (including the Registration Fee which is a component of
             the Administration Share of Proceeds);

         (e) costs relating to the Registration of the Project by the CDM Executive Board (other than the
             Registration Fee) and communicating with the CDM Executive Board if the Project is reviewed
             during the Registration process; and

         (f)     any future CDM related costs or expenses unknown to the Parties at the date of this
                 Agreement.

      “CDM Rules” means the modalities and procedures governing the CDM, including the Kyoto Protocol,
      the Marrakesh Accords and any relevant decisions, guidelines, modalities and procedures made
      pursuant to them (including decisions of the CDM Executive Board).

      “Certification” means the written assurance certified by the Designated Operational Entity that, during
      the relevant Verification Period, the Project has achieved the GHG Reductions as reported in the
      Verification Report.




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      “Certified Emission Reductions” or “CERs” means a unit issued by the CDM Executive Board on the
      basis of Verification of the Project pursuant to Article 12 of the Kyoto Protocol and all other relevant
      International Rules, and all underlying and associated Emission Reductions and GHG Reductions.

      “Clean Development Mechanism” or “CDM” means the mechanism defined as such in Article 12 of
      the Kyoto Protocol.

      “Commissioning Date” means the date on which the Seller can demonstrate in accordance with
      standard industry practice that the Project is capable of commercial operation and of generating GHG
      Reductions in accordance with the Project Design Document and the purposes of this Agreement.

      “Confidential Information” means this Agreement, all information relating to this Agreement, the
      Project or the Parties and any other information which could reasonably be expected to be regarded
      as confidential by the provider, provided such information is not in the public domain.

      “Contract CERs” means the aggregate quantity of CERs generated by the Project (net of the
      Adaptation Share of Proceeds) from the first day of the Crediting Period up to and including 31
      December 2012 to be Transferred in instalments of Periodic Transfer Amounts each Verification Period
      in accordance with the Transfer Schedule in Schedule 1.

      “Convention” means the United Nations Framework Convention on Climate Change adopted in New
      York on 9 May 1992.

      “Crediting Period” means the period during which the Project is eligible to generate CERs under the
      International Rules as set out in the Project Design Document, [which is ten (10) years] [which is
      seven (7) years, which the Seller will endeavour to renew twice adding up to a total maximum
      Crediting Period of twenty-one (21) years].

      “Cross Default” means the cancellation, termination, suspension or acceleration of obligations to pay
      or failure to make a payment under any agreement providing for a grant or loan to the Seller and which
      affects the Project.

      “Cure Period” has the meaning given to it in clause 12.1.3.

      “Default Rate” means an annual rate equal to the Base Rate applicable from time to time plus three
      per cent (3%) compounded monthly.

      “Defaulting Party” means the Party determined to be such in relation to an Event of Default in
      accordance with clause 11.

      “Designated National Authority” or “DNA” means a national authority for the CDM designated for the
      purposes of approving CDM projects in accordance with the International Rules.

      “Designated Operational Entity” or “DOE” means an entity designated by a Relevant Authority as
      qualified to conduct Validation, or Verification and Certification, in accordance with the International
      Rules.

      “Early Termination Date” means the date on which an Early Termination Date is deemed to occur in
      accordance with clause 11.4.

      “Emission Reductions” means any right, interest, credit, entitlement, benefit or allowance to emit
      (present or future) arising from or in connection with any GHG Reductions created under any
      regulatory or legal regime, which shall include, but not be limited to, GHG Reductions which have
      been verified by a Designated Operational Entity in compliance with the standards established in the
      International Rules.

      “Event of Default” has the meaning given in clause 11.

      “Exercise Notice” means a notice substantially in the form set out in 17.1.9 (Exercise Notice) by
      which the Buyer exercises a Call Option for a particular Verification Period, as provided for in clause 5.


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      “Exercise Period” means, for each Verification Period, a period commencing on the date of this
      Agreement and ending thirty (30) Business Days after receipt by the Buyer of the Verification Report
      for that Verification Period.

      “Exercise Price” means [insert {● EURO} or {the Unit Price}].

      “Exercise Transfer Date” means the date on which the Seller is required to Transfer exercised Option
      CERs to the Buyer as specified in the Exercise Notice.

      “Focal Point” means the Project Participant responsible for communicating with the CDM Executive
      Board with respect to the Project under the Statement of Modalities of Communication.

      “Force Majeure” means any unexpected and unpreventable act beyond the control of the affected
      Party which makes performance of an obligation under this Agreement impossible, including, but not
      limited to, an act of God, peril of the sea, war, riot, insurrection, civil commotion, martial law, flood,
      earthquake, epidemic, quarantine, radiation or radioactive contamination, and a Registry Failure.

      “GHG Reductions” means the removal, limitation, reduction, avoidance, sequestration or mitigation of
      emissions of greenhouse gases (substances recognised as such under the International Rules)
      achieved by the Project, measured in metric tones of CO2-e.

      “Global Warming Potential” means the conversion used to calculate tonnes of CO 2-e of a
      greenhouse gas as accepted or subsequently revised under the International Rules.

      “Host Country” means [●].

      [“Host Country DNA Tax” means any amount or payment required to be paid to the Host Country
      under [●].]

      “Insolvency Event” means where:

         (a) the Seller becomes insolvent or is unable or admits inability to pay its debts as they fall due;

         (b) the Seller is wound up, liquidated or a liquidation committee is appointed (or a resolution is
             passed agreeing to any of these events);

         (c) causes or is subject to any event with respect to it which, under the Applicable Laws of any
             jurisdiction, has an analogous effect to an insolvency; or

         (d) the Seller suffers a material adverse change in its financial standing and/or creditworthiness
             which affects the Seller’s ability to perform its obligations under this Agreement and which is
             not remedied by provision of a guarantee, letter of credit or other credit support in a form
             acceptable to the Buyer.

      “International Rules” means the Convention, the Kyoto Protocol, the Marrakesh Accords, any
      relevant decisions, guidelines, modalities and procedures made pursuant to them (including decisions
      of the CDM Executive Board) and any successor agreements or decisions.

      “Market Price” means:

         (a) with respect to calculation of Buyer's Replacement Cost for Transfer Failure where there is no
             Early Termination Date:

                 (i)   the average of the closing prices of the expected CER futures contract to be traded on
                       the Relevant Exchange which delivers closest to the relevant Transfer Date
                       (“Scheduled Transfer Date”), calculated over a five (5) Business Day period beginning
                       five (5) Business Days before, and ending on, the Scheduled Transfer Date; or




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                 (ii)   if there is no Relevant Exchange contract for delivery of CERs for that period, the
                        average of three quotations for the market price of CERs to be delivered on the
                        Scheduled Transfer Date as obtained from three (3) separate independent third party
                        brokers selected by the Buyer; or

         (b) with respect to calculation of a Party’s loss in the event of an Early Termination Date:

                 (i)    the average of the closing prices of the expected CER futures contract traded on the
                        Relevant Exchange which delivers closest to the Transfer Date immediately prior to the
                        Early Termination Date and each relevant Transfer Date on and after the Early
                        Termination Date calculated over a five (5) Business Day period beginning five (5)
                        Business Days before, and ending on, each relevant Transfer Date; or

                 (ii)   if there is no Relevant Exchange contract for delivery of CERs for that period, the
                        average of three quotations for the market price of CERs to be delivered on the Transfer
                        Date immediately prior to the Early Termination Date and each relevant Transfer Date
                        on and after the Early Termination Date, as obtained from three (3) separate
                        independent third party brokers selected without delay by agreement by the Parties.

      “Monitoring Plan” means the plan for monitoring the Project which complies with the International
      Rules and is validated in the Project Design Document.

      “Non-Defaulting Party” has the meaning given in clause 11.2.

      “Option CER Amount” means, in respect of each Verification Period, the number of Option CERs
      over which the Buyer has exercised the Call Option as per the relevant Exercise Notice.

      “Option CERs” means Pre-2013 Option CERs and/or Post-2012 Option CERs as the case may be

      “PDD Volume” means in respect of each Verification Period, the total number of CERs estimated to
      be generated by the Project over the duration of that Verification Period according to the Registered
      Project Design Document.

      “Periodic Transfer Amount” means the quantity of Contract CERs (net of the Adaptation Share of
      Proceeds) to be Transferred each Verification Period in accordance with the Transfer Schedule in
      Schedule 1.

      “Post-2012 Option CERs” means all CERs generated by the Project (net of the Adaptation Share of
      Proceeds) each Verification Period in the period from and including 1 January 2013 until the end of the
      Crediting Period.

      “Pre-2013 Option CERs” means all CERs generated by the Project (net of the Adaptation Share of
      Proceeds) each Verification Period up to and including the Verification Period ending 31 December
      2012 in excess of the Periodic Transfer Amount for the Verification Period in question.

      “Project” means [●].

      “Project Capital Expenditure Costs” means the capital expenditure costs associated with the Project
      including costs relating to the design, fabrication, procurement and construction of all equipment
      necessary for the Project.

      “Project Design Document” or “PDD” means the final document containing the description of the
      Project as it is to be submitted for Validation and for Registration.

      “Project Operation Costs” means the costs associated with the operation of the Project including
      costs relating to the installation, operation and maintenance of all monitoring equipment and the
      collation and review of all project information to the required specification.




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      “Project Participant” means a Party or entities authorised to be involved in the CDM Project activity in
      accordance with the International Rules.

      “Project Update Notice” means a written notice delivered by the Seller to the Buyer in accordance
      with the terms of this Agreement which shall include information as to the performance of the Project
      and the anticipated production of CERs to be generated in respect of the then current Verification
      Period.

      “Reasonable Prudent Operator” or “RPO” means a person that performs its obligations in good faith
      and exercising the degree of skill, prudence, and foresight reasonably expected from an experienced
      operator of a [project type] project complying with all Applicable Laws and international industry
      standards.

      “Registration” means the formal acceptance by the CDM Executive Board of the validated Project as
      a CDM project activity, as evidenced by a decision of the CDM Executive Board and the listing of the
      Project as “registered” on the Convention website, and “Register” and “Registered” will be construed
      accordingly.

      “Registration Fee” means the administrative fee charged by the CDM Executive Board, CDM registry
      administrator or other authorised entity for the Registration of the Project pursuant to the International
      Rules (and which is part of the Administration Share of Proceeds).

      “Registry Account” means the account of the Buyer (or its nominee) established in the national
      registry of the United Kingdom or such other registry as the Buyer may notify to the Seller from time to
      time but no later than thirty (30) Business Days before the first Transfer Date on which such
      notification is to take effect.

      “Registry Failure” means the non-establishment of, or a failure of the central systems or processes
      established under the International Rules. [add Article 17 eligbility]

      “Relevant Authority” means the conference of the parties, the CDM Executive Board and/or the
      registry administrator as those terms are defined in the Marrakesh Accords, or any other authority
      having power pursuant to the International Rules to issue, transfer, block, suspend, refuse, reject,
      cancel or otherwise affect the transfer (whether in whole or in part) of CERs, including the Designated
      National Authority of the Host Country.

      “Relevant Exchange” means either the European Climate Exchange or Nordpool, whichever
      exchange has the greater trading volume for CER forward contracts (in terms of the value of CER
      forward contracts traded) in the six (6) months prior to the relevant Scheduled Transfer Date or Early
      Termination Date.

      “Replacement CERs” means CERs generated by a Registered CDM project (other than the Project)
      and approved in writing by the Buyer.

      “Representative” means any shareholder, director, officer, employee, adviser, partner, consultant, joint
      venturer, contractor or sub-contractor of a Party.

      “Request for Distribution” means the letter to the CDM Executive Board requesting it to distribute
      CERs in accordance with this Agreement.

      “Security Interest” means an interest in an asset (including without limitation CERs under this
      Agreement) which provides security for the payment of a debt or obligation including a mortgage,
      security deposit, pledge, lien, assignment, trust arrangement, encumbrance, or other security interest
      having the effect of conferring security for the payment of a debt or any other monetary payment.

      Seller's Replacement Cost” means an amount equal to the product of:

         (a) the Unit Price less the Market Price; and



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         (b) the difference between:

                 (i)    80% of the Portfolio PDD Volume to be Transferred to the Defaulting Party on the
                        Transfer Date immediately prior to the Early Termination Date and all Transfer Dates
                        until and including the Transfer Date relating to either (i) the Verification Period ending
                        31 December 2012 or (ii) the last Verification Period in respect of which Option CERs
                        have been exercised, whichever is the later; minus

                 (ii)   the number of CERs Transferred to the Defaulting Party on the Transfer Date
                        immediately prior to the Early Termination Date.

      For the avoidance of doubt, where the Seller’s Replacement Cost calculated is a negative number, the
      Seller’s Replacement Cost payable shall be zero.

      “Shortfall Amount” means in respect of a Transfer Date the difference between: (i) the Periodic
      Transfer Amount or, where exercised, the Option CER Amount that the Seller is obliged to Transfer to
      the Buyer on or before that Transfer Date, and (ii) the number of CERs actually Transferred by the
      Seller to the Buyer on or before that Transfer Date.

      “Statement of Modalities of Communication” means the written statement signed by all Project
      Participants in the form set out in 17.1.9 (Statement of Modalities of Communication).

      “Taxes” means any present or future tax, levy, duty, charge, assessment, royalties, including interest,
      penalties and additions thereto, or any sales value added tax or stamp duty, but does not include any
      income tax or capital gains tax.

       “Term” means the period from the date of this Agreement until the later of:

         (a) the date on which all obligations under this Agreement have been fulfilled; and

         (b) the date falling one (1) year after the last day of the Crediting Period.

        unless terminated earlier in accordance with the terms of this Agreement.

      “Terminating Party” means the Non-Defaulting Party who terminates this Agreement in accordance
      with its terms.

      “Termination Amount” has the meaning as set out in clause .

      “Transaction for VAT Purposes” means any transaction involving a liability to pay or receive VAT on
      behalf of one of the Parties.

      “Transfer” means the completed transfer of the applicable number of CERs to be transferred by the
      Seller to the Registry Account under this Agreement and in accordance with the International Rules.

      “Transfer Date” means the date by which the Seller must have Transferred to the Buyer the Periodic
      Transfer Amount and/or exercised Option CERs and includes an Exercise Transfer Date.

      “Transfer Failure” means, with respect to a Transfer Date, the failure by the Seller to Transfer to the
      Buyer by that relevant Transfer Date any one of the following:

         (a) the Periodic Transfer Amount; or

         (b) all of the exercised Option CERs to be Transferred as specified in an Exercise Notice.

      “Unit Price” means [ ●].




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      “Unpaid Amount” means the aggregate of the amounts payable to a Party in accordance with this
      Agreement on or prior to the Early Termination Date and that remain unpaid as at the Early
      Termination Date.

      “Validation” means the process of independent evaluation of the Project by a Designated Operational
      Entity pursuant to requirements of the CDM in accordance with the International Rules.

      “Verification” means the periodic independent review and ex post determination by a Designated
      Operational Entity of GHG Reductions that have occurred during a Verification Period as a result of
      the Project being carried out in accordance with the International Rules.

      “Verification Period” means each and every period identified as such in Schedule 1 (Transfer
      Schedule) in respect of both Contract CERs and Option CERs.

      “Verification Report” means a written report prepared by the Designated Operational Entity for each
      Verification Period and used as the basis for Certification.

2     Preconditions to sale and purchase

2.1   The obligations to Transfer and purchase CERs in clauses 3, 4 and 5 will not take effect until all of the
      following conditions have been fulfilled in respect of the Project to the satisfaction of the Buyer:

         (a) the Commissioning Date has occurred;

         (b) the Statement of Modalities of Communication, in the form set out at 17.1.9, has been lodged
             with the CDM Executive Board and the Convention Secretariat;

         (c) the Buyer has obtained a legal opinion from a Host Country law firm engaged by the Buyer
             stating that the Seller has the power and authority to enter into this Agreement and this
             Agreement is in full force and binding on the Parties in the Host Country, which is on terms
             acceptable to the Buyer; and

         (d) the Project has been Registered; and

         (e) [others as required following due diligence].

2.2   If any of the conditions in clause 2.1 have not been either (i) satisfied, (ii) waived or (iii) deferred in
      writing by the Buyer within twelve (12) months from the date of this Agreement then the Buyer may by
      written notice to the Seller terminate this Agreement.

2.3   The Parties will use all reasonable efforts to ensure the conditions set out in clause 2.1 above are
      fulfilled as soon as practicably possible.

3     Purchase and Sale of CERs

3.1   The Seller agrees to sell and the Buyer agrees to purchase the Contract CERs [at the Unit Price].

3.2   The Seller agrees to sell and the Buyer agrees to purchase the number of Option CERs in relation to
      which the Buyer exercises its Call Options [at the Exercise Price in accordance with clause [5]].

4     Transfer of and Payment for CERs

Transfer of CERs

4.1.1 Every Verification Period, the Seller will Transfer to the Buyer the Periodic Transfer Amount and any
      exercised Option CERs on or before the relevant Transfer Date.


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4.1.2 The Seller will convey and properly transfer, with full title guarantee, all legal and beneficial right,
      interest and title in each CER Transferred under this Agreement, and all corresponding GHG
      Reductions, on Transfer.

Payment for CERs

4.1.3 Within twenty (20) Business Days of the Transfer of any CERs the Buyer must pay the Seller:

         (a) the Unit Price for each Contract CER Transferred to the Buyer as part of any Periodic Transfer
                 Amount; and

         (b) the Exercise Price for each Option CER Transferred to the Buyer as part of the exercise of the
             Call Option.

Accounts

4.1.4 The Buyer shall make the payments in clause 4.2.1 above into the Seller’s Cash Account. [cf CFG1
      clause 4.9].

4.1.5 Either Party may change its Account for receiving payment or Transfer by giving written notice to the
      other Party at least fifteen (15) Business Days before the next Transfer Date or date upon which a
      payment is due to that Party, as the case may be.




5     Option CERs

Call Option

5.1.1 The Seller grants the Buyer the right, but not the obligation, each and every Verification Period to
      purchase Option CERs in accordance with this clause 5.

5.1.2 The Buyer may exercise its right to purchase Option CERs in respect of all or part of any quantity of
      Option CERs generated during a Verification Period by providing the Seller with a duly completed
      Exercise Notice at any time during the relevant Exercise Period, specifying the Option CER Amount
      and the Exercise Transfer Date.

5.1.3 The Seller shall Transfer and the Buyer shall pay for the Option CER Amount in accordance with this
      Agreement.

5.1.4 The Seller may sell to a third party any Option CER in respect of which the Exercise Period has
      expired and the Buyer has not exercised its Call Option.

6     Costs, Fees and Taxes

      Each Party will bear its own costs and expenses in connection with the preparation, negotiation and
      execution of this Agreement.

Responsibility for CDM Related Costs and Project Costs

6.1.1 The Seller shall pay:

         (a) CDM Related Costs;



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         (b) all costs incurred in the ongoing Verification of GHG Reductions for the purpose of
             Certification; and

         (c) the Project Capital Expenditure Costs and Project Operation Costs.

6.1.2 Notwithstanding clauses 6.1.1(a) and 6.1.1(b), the Buyer shall pay the Administration Share of
      Proceeds and all costs incurred in the ongoing Verification of GHG Reductions on behalf of the Seller
      and shall deduct the sum of such payments from any payments that become due to the Seller under
      this Agreement and shall, on request, provide evidence to the Seller that these costs have been paid.

6.1.3 The Buyer shall pay:

         (a) [all due diligence costs;

         (b) all third party costs associated with the development of the Project Design Document;

         (c) direct costs incurred in engaging and commissioning a DOE for the purpose of conducting
             Validation;

         (d) all costs involved in obtaining the Annex 1 Letter of Approval authorising the Buyer to
             participate in the Project; and

         (e) any fees, charges or other costs associated with the establishment and maintenance of the
             Registry Account, and imposed on the Transfer of CERs into that Registry Account by the
             government of the country in which that Registry Account is located.]

Responsibility for Taxes

6.1.4 Subject to clause 6.2.6, all payments under this Agreement will be made without any deduction or
      withholding for any Tax unless such deduction or withholding is required by any Applicable Law then
      in effect.

6.1.5 All amounts payable under this Agreement are exclusive of VAT. If pursuant to the laws of the
      jurisdiction where a taxable Transaction for VAT Purposes is deemed to take place, VAT is payable on
      such amount then the Buyer shall pay to the Seller an amount equal to the VAT at the applicable rate
      upon presentation of required VAT invoice documentation as may pertain to the jurisdiction in which
      the Transaction for VAT Purposes has occurred.

6.1.6 Each Party shall to the extent permitted by law provide the other with any additional valid VAT invoices
      and/or documents as required for the purposes of this Agreement and, to the extent required by law in
      either Party’s jurisdiction, shall correctly account for any Transaction for VAT Purposes due within its
      jurisdiction.

6.1.7 The Buyer will be liable to pay for all Taxes levied on the Buyer or the Seller for the sale, purchase
      and Transfer of CERs to the Buyer under this Agreement in any jurisdiction other than the Host
      Country.

6.1.8 The Seller will be liable to pay the [Host Country DNA Tax and] for all Taxes levied on the Buyer or the
      Seller for the sale, purchase and Transfer of CERs under this Agreement within the jurisdiction of the
      Host Country.

6.1.9 The Parties shall indemnify each other for any losses arising from a failure to pay any Taxes in
      accordance with Clauses 6.2.4 and 6.2.5. If a Party fails to pay any Taxes in accordance with




BD-#6698671-v4
      Clauses 6.2.4 and 6.2.5, the other Party may pay such Taxes and then deduct the amount of the
      relevant Taxes from payments due to the other Party under this Agreement.

7     Project Participants and Focal Point

Project Participants

7.1.1 The Seller and the Buyer will be Project Participants in the Project.

7.1.2 The Buyer has the right to add and remove additional Project Participants (other than the Seller) in
      accordance with the Statement of Modalities of Communication, and the Seller and any other Project
      Participants will, following the submission of the Statement of Modalities of Communication to the
      CDM Executive Board, execute any document as necessary to provide for the addition and/or removal
      of Project Participants at the Buyer’s request.

Focal Point

7.1.3 The Buyer will serve as the Focal Point in respect of the Project and will not hinder or delay any
      Transfers required pursuant to this Agreement.

7.1.4 Where requested by the Focal Point, the Parties will sign any Request for Distribution within five (5)
      Business Days of receipt of the Request for Distribution.

7.1.5 The Parties will execute any documents necessary to transfer the role of Focal Point to the Seller (or
      its nominee) as soon as practicable at the end of the Term.

7.1.6 The Buyer agrees that, where it remains Focal Point, it shall transfer Option CERs over which it has
      not exercised the Call Option to any registry account specified by the Seller.

8     Monitoring, Verification and Certification

GHG Reductions to be Verified and Certified

8.1.1 Within forty (40) Business Days of the first day of the Project’s first Verification Period and following
      consultation with the Seller, the Buyer must appoint a DOE to perform Verification and Certification of
      the Project.

8.1.2 The Seller shall co-operate with the Buyer to arrange for Verification and Certification of all GHG
      Reductions by the DOE and the Buyer shall forward to the Seller a copy of each Verification Report
      within ten (10) Business Days of receiving such Verification Report from the DOE.

8.1.3 The Seller shall provide all reasonable assistance to the DOE to prepare the Verification Report.

8.1.4 The Verification Periods identified as such in Schedule 1 may be changed at the sole discretion of the
      Buyer by notice in writing to the Seller (any additional costs in the event of an increase in the
      frequency of the Verification Periods shall be for the account of the Buyer).

Project Management and Monitoring

8.1.5 The Seller will allow the Buyer (or its nominee) to have access to the Project and to information held
      by the Seller relating to the performance of the Project as requested by the Buyer.

8.1.6 The Seller will provide the Buyer with a Project Update Notice three (3) months before the expiry of
      each Verification Period and on reasonable request.


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9     Agreements, Representations and Warranties

Mutual agreements, representations and warranties

9.1.1 Each Party agrees with the other that it will:

          (a) ensure that the other Party is informed of any events which can reasonably be expected to
              impact on the ability of such Party to perform its obligations under this Agreement;

          (b) use all reasonable efforts to maintain in full force and effect all authorisations that are required
              to be maintained by it with respect to this Agreement and the Project;

          (c) respect and not do anything to harm the relationship between the other Party and any
              Relevant Authority; and

          (d) comply in all material respects with Applicable Laws.

9.1.2 Each Party represents and warrants to the other Party that, as at the date of this Agreement:

          (a) as far as it is aware, there are no threatened or existing actions or suits against it or the
              Project which may materially adversely affect its ability to perform this Agreement;

          (b) it has no outstanding agreements or liabilities, contingent or otherwise, that might adversely
              affect its financial condition and its ability to fulfil its obligations under this Agreement;

          (c) it is duly organised and validly existing under the laws of the jurisdiction of its incorporation,
              has obtained all authorisations necessary for the Project and this Agreement and has the
              power to execute this Agreement and perform its obligations under it.

Seller Agreements, Representations and Warranties

9.1.3 The Seller agrees that it will in respect of the Project:

          (a) carry out the Project with all due care, skill and diligence of an RPO and in accordance with
              the Project Design Document, the Monitoring Plan, Applicable Laws and authorisations, in
              order to maximise the number of CERs generated by the Project;

          (b) do everything necessary to ensure the Transfer of the Buyer's rights in GHG Reductions,
              Emission Reductions, Contract CERs or exercised Option CERs to the Buyer;

          (c) provide the Buyer, on request where reasonable, with certain financial information, including
              audited financial statements and unaudited financial reports which accurately reflect the
              Seller's assets, liabilities and net worth;

          (d) ensure that it remains eligible to serve as a seller of CERs under the Host Country CDM
              Rules;

          (e) not, during the Term, sell, transfer or otherwise dispose of, or create a Security Interest in
              favour of any third parties over, any GHG Reductions, Emissions Reductions, Contract CERs,
              Option CERs or equipment used for the Project; and

          (f)    acknowledge that the Buyer may seek the Seller’s co-operation and shall provide reasonable
                 assistance in the onward sale of CERs by the Buyer to any third party buyers.

9.1.4 The Seller represents and warrants to the Buyer that, in respect of the Project:

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         (a) it has full legal and beneficial title to the GHG Reductions, Contract CERs and Option CERs
             and will convey and properly transfer, with full title guarantee, all legal and beneficial right,
             interest and title in each CER Transferred under this Agreement; and

         (b) the information supplied in the Project Design Document submitted for Registration is accurate
             and correct and the Seller acknowledges that:

                 (i)    the Buyer, as a Project Participant, is obligated to provide a declaration of compliance
                        with the CDM Rules and that the information supplied in the Project Design Document is
                        correct in accordance with the project approval and authorisation requirements under
                        the [UK Linking Directive Regulations]; and

                 (ii)   it is a criminal offence under such regulations for a Project Participant to make a
                        statement under such a declaration which it knows to be a false or misleading in a
                        material particular, or recklessly to make a statement which is false or misleading, in a
                        material particular.

Buyer Agreements, Representations and Warranties

9.1.5 The Buyer agrees that it will:

         (a) purchase all the CERs that the Buyer is obligated to purchase under this Agreement at the
             agreed Unit Price pursuant to the terms of this Agreement;

         (b) make all payments due and owing by it under this Agreement as and when required under this
             Agreement and not cause any delay to payments owing to the Seller;

         (c) ensure, so far as is reasonably possible, that it has one or more Registry Account;

         (d) use its best efforts to secure the approval and authorisation of the Designated National
             Authority in which it holds its Registry Account(s) with respect to its participation in the Project;
             and

         (e) take all steps reasonably necessary to assist the Seller to have CERs sold under this
             Agreement issued by the CDM Executive Board and Transferred into the Registry Account.

9.1.6 The Buyer represents and warrants to the Seller that it:

         (a) is capable of purchasing the Contract CERs and Option CERs to be generated from the
             Project in accordance with the terms of this Agreement; and

         (b) shall purchase the CERs Transferred in [Euro] and in the amounts specified in this Agreement.

10    Force Majeure

Notice of Force Majeure

10.1.1 If a Party (“Affected Party”) is unable to perform an obligation under this Agreement due to the
       occurrence of a Force Majeure, it must provide the other Party (“Non-Affected Party”) with written
       notice providing full details of the Force Majeure (“Force Majeure Notice”) within five (5) Business
       Days of becoming aware of the relevant Force Majeure.

10.1.2 The Affected Party shall take reasonable steps to remove or mitigate the effects of the Force Majeure.

Effect of Force Majeure

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10.1.3 If the Affected Party is unable to perform an obligation due to a Force Majeure, such non-performance
       will be permitted for as long as performance is prevented and will not give rise to any liability for any
       loss suffered by the Non-Affected Party related to such non-performance.

10.1.4 If the Force Majeure is a Registry Failure, the Seller's Transfer obligations under this Agreement will
       resume two (2) Business Days from the day on which the Registry Failure ceases to exist.

10.1.5 No Party will be relieved due to a Force Majeure from any obligation to provide any notice or make
       any payments pursuant to this Agreement.

Termination for Prolonged Force Majeure

             If, by reason of a Force Majeure, the Affected Party is unable to perform an obligation under this
             Agreement for sixty (60) consecutive days after the date the Force Majeure Notice is received
             by the Non-Affected Party, the Non-Affected Party may by written notice to the Affected Party
             terminate this Agreement. [Link to payment on termination provisions if PURCHASER so elects]

11    Delivery Failure

11.1 Except to the extent that:

11.1.1 the Seller’s obligations are suspended as a result of the Buyer’s default; or

11.1.2 the Seller is relieved from complying with a relevant obligation under clause [force majeure]

                     the Seller shall notify the Buyer as soon as it is aware that a Delivery Failure has
                     occurred or is likely to occur (Delivery Failure Notification).

11.2 A Delivery Failure Notification shall specify in reasonable detail:

11.2.1 the amount of the Delivery Shortfall;

11.2.2 the reason for the Delivery Failure

11.2.3 the steps being taken by the Seller (if any) to address that Delivery Failure; and

11.2.4 the anticipated duration of the Delivery Failure.

11.3 Within [five] Business Days of receipt of a Delivery Failure Notification the Buyer may, at its absolute
      discretion and by notice to the Seller:

11.3.1 require the Seller to Deliver Replacement CERs to the Buyer in respect of the Delivery Shortfall;

11.3.2 agree a revised Delivery Schedule with the Seller;

11.3.3 require the Seller to pay Buyer’s Replacement Costs to the Buyer; or

11.3.4 terminate the Agreement and require the Seller to pay Buyer’s Liquidated Damages.




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11.4 The Seller shall comply with the requirements of a notice from the Buyer under clause 11.1.3 (a), (b)
      or (c) within [five] Business Days of receipt of that notification.


12    Events of Default

      The occurrence with respect to a Party (“Defaulting Party”) of any of the following events (unless
      caused by Force Majeure) constitutes an Event of Default:

         (a) a Party fails to make, when due, any payment required to be made by it under this Agreement;

         (b) a failure by the Seller to Deliver Replacement CERs to the Buyer if required to do so under
                 clauses 11. .. and 11.4;

         (c) a breach of any of the material agreements, representations and warranties set out in
             clause 9;

         (d) an act or omission made recklessly or with the intent to breach a Party’s obligations under this
             Agreement;

         (e) a failure by the Seller to act as RPO in relation to the Project;

         (f)     any act or omission of the Seller which causes Verification, Certification or issuance of CERs
                 to be prevented or delayed;

         (g) revocation or suspension of a Party’s necessary authorisation;

         (h) an Insolvency Event in respect of a Party;

         (i)     Abandonment of the Project;

         (j)     changes in the ownership structure of the Seller or the Project which detrimentally affects the
                 Seller’s ability to carry out the Project or perform its obligations under this Agreement; or

         (k) a Cross Default.

Notice of Event of Default and Remedy

12.1.2 A Party must immediately upon becoming aware that an Event of Default has occurred give notice to
       the other Party (“Non-Defaulting Party”) specifying the relevant Event of Default (“Default Notice”).

12.1.3 The Defaulting Party must remedy the Event of Default within thirty (30) Business Days (“Cure
       Period”) from the date of the Default Notice.

13    Termination

13.1 This Agreement may be terminated:

13.1.1 immediately upon written notice by the Non-Defaulting Party if the Defaulting Party fails to remedy an
      Event of Default within the Cure Period;

13.1.2 immediately by the Buyer if, in the event of a Delivery Failure, it provides written notification to the
      Seller under clause 11.1.3(d);


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13.1.3 If the Defaulting Party fails to remedy the Event of Default within the Cure Period the Non-Defaulting
      Party may terminate this Agreement by giving written notice to the Defaulting Party designating a day
      as the Early Termination Date;

13.1.4 [others?].

13.2 If at the Termination Date any amount (other than any termination payment) is due and owing between
      the Parties but is unpaid, that amount shall be paid by the relevant Party and, if payable to the Party
      making a termination payment, may be set-off against that termination payment.

Termination Amount

13.2.1 The Defaulting Party will pay to the Terminating Party the Termination Amount due within two (2)
       Business Days of notice of the Termination Amount.

13.2.2 In the event that the Defaulting Party does not make payment of a Termination Amount due in
       accordance with clause 13.2.1, the Defaulting Party will become liable to pay the Terminating Party
       interest on any outstanding amount calculated at 3% per annum (from and including the date on which
       the relevant payment fell due but excluding the date of payment).

14    Confidential Information

Confidential Information not to be Disclosed

      Subject to clause 14.1.1, a Party who receives Confidential Information (“Recipient”) from the other
      Party (“Provider”) must keep the Confidential Information secret and confidential and the Confidential
      Information remains the property of the Provider.

Permitted Disclosure

14.1.1 Nothing in clause 14 restricts the disclosure of Confidential Information:

          (a) to the extent required by any Applicable Law or to a Relevant Authority, or if otherwise
              required under the International Rules or Applicable Law, for Registration and/or in order for
              CERs from the Project to be issued by the CDM Executive Board or to the Designated
              Operational Entity;

          (b) to a Representative required to keep the Confidential Information confidential;

          (c) by the Buyer for the purposes of prospective or actual assignment or novation of this
              Agreement or the sale and/or transfer of CERs purchased under this Agreement to a third
              party or parties provided that the prospective recipient of the Confidential Information has
              agreed to keep the Confidential Information confidential; or

                       where the disclosure has been approved in writing by the Provider.

14.1.2 This clause 14 will continue to bind the Parties after the date of termination or expiry of the Term for a
       period of twenty-four (24) months.




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15    Resolution of Disputes

15.1 A dispute arising out of this Agreement (“Dispute”) will be resolved in accordance with this clause 15
     and a Party may commence negotiations to resolve a Dispute by giving the other Party written notice
     of the Dispute (“Dispute Notice”).

15.2 The Parties will attempt in good faith to resolve any Dispute within ten (10) Business Days of delivery
     of the Dispute Notice by negotiation between executives of the Parties.

15.3 If the Dispute has not been resolved by negotiation within twenty (20) Business Days of delivery of the
     Dispute Notice, a Party may submit the Dispute to the International Court of Arbitration of the
     International Chamber of Commerce for resolution by arbitration in accordance with the Rules of
     Arbitration of the International Chamber of Commerce (“ICC Rules”), and the Parties agree that, if any
     Dispute is submitted to arbitration:

15.3.1 such Dispute will be finally settled under the ICC Rules by [one or three?] arbitrator[s] appointed in
       accordance with the said Rules;

15.3.2 [one (1) arbitrator, to act as chairman of the Arbitral Tribunal, will be nominated by the Parties by
       mutual agreement unless the Parties cannot agree, in which case the third arbitrator will be appointed
       by the International Court of Arbitration in accordance with the ICC Rules;]

15.3.3 the seat, or legal place, of arbitration will be London;

15.3.4 the language to be used in the arbitral proceedings will be English;

15.3.5 all arbitration costs (including legal costs) will be borne by the unsuccessful Party unless otherwise
       determined by the arbitrator(s); and

15.3.6 the Parties agree to carry out any arbitral award without delay.

15.4 Nothing in this clause 13 will prevent any Party from having recourse to a court of competent
     jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional judicial
     relief as it considers necessary to avoid irreparable damage and this shall not be deemed or construed
     as incompatible with, or a waiver of the foregoing agreement to arbitrate

15.5 Pending the resolution of a Dispute in accordance with this clause 15, the Parties must continue to
     perform their obligations under this Agreement to the extent that those obligations are not the subject
     of the Dispute and it is reasonably practicable to do so.

16    Change in Law and Right of First Refusal

Change in Law

      The Parties will seek to agree to any amendments to this Agreement necessary or appropriate so that
      this Agreement may continue in force, where there occurs any change in the International Rules or the
      domestic laws and policies or CDM Rules and practices of the Host Country with which either Party is
      required to comply, as a result of which it becomes impossible for a Party to perform its obligations or
      enforce material rights or to obtain approval for the Project.

Right of First Refusal

16.1.1 The Seller grants the Buyer a first right of refusal to purchase some or all GHG Reductions or
       Emission Reductions generated after 31 December 2012 where there is a change in the International
       Rules such that the CDM is discontinued.

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16.1.2 Where the Seller is made an offer by a third party for the purchase of any such GHG Reductions or
       Emission Reductions then the Seller must notify the Buyer of such offer (including the third party
       identity) before accepting and the Buyer shall have forty-five (45) Business Days from the date of such
       notice to purchase the GHG Reductions or Emission Reductions on the terms of the offer.

17    General

Notices

17.1.1 Any notice under this Agreement:

          (a) must be in writing; and

          (b) must be addressed as shown below, or as otherwise notified by a Party to the other Party from
              time to time.

                 Seller
                 Name:             []
                 Address:          []
                 Fax no:           []
                 Email:            []
                 Attention:        []

                 Buyer
                 Name:             []
                 Address:          []
                 Fax no:           []
                 Email:            []
                 Attention:        []

17.1.2 The Parties shall use all reasonable endeavours to inform each other in writing of any changes to their
       address and/or contact details as they occur.

17.1.3 Any notice given pursuant to this Agreement will be in English. It may be served by leaving it at or
       sending it by prepaid registered post, third party courier service or by facsimile to the address or
       facsimile number and shall be sent by email to the email address specified in this Agreement.

17.1.4 A notice is taken to be received at the following time:

          (a) in the case of notice left at the address, on the date it is delivered;

          (b) in the case of third party courier service or prepaid registered post, five (5) Business Days
              after being deposited with the courier or in the post, postage prepaid, in a correctly addressed
              envelope;

          (c) in the case of facsimile, upon a transmission report, indicating a satisfactory transmission, and
              confirmation of receipt being obtained from the sender's facsimile machine; and

          (d) in the case of email, on the date that the email is delivered into the recipient’s email account.

17.1.5 If the deemed receipt does not take place between 9.00 am and 5.00pm on a Business Day, then the
       notice is to be deemed to have been received at the start of the next Business Day.

Governing Law


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      This Agreement is governed by and will be construed according to the laws of .

Waiver

17.1.6 A provision of or a right created under this Agreement may not be waived or varied except in writing
       signed by the Party to be bound and a failure to exercise or delay in exercising a right or remedy
       provided by this Agreement or these terms and conditions or by law does not constitute a waiver of the
       right or remedy or a waiver of other rights or remedies.

17.1.7 No single or partial exercise of a right or remedy provided by this Agreement or these terms and
       conditions or by law prevents further exercise of the right or remedy or the exercise of another right or
       remedy.

Entire Agreement

      This Agreement constitutes the entire agreement of the Parties about its subject matter and
      supersedes all previous agreements, understandings and negotiations on that subject matter.

Assignment

17.1.8 With the exception of the right to receive payment or CERs (which may be assigned without the
       written consent of the other Party), and subject to clause 15.5.2, the Parties may not assign their rights
       or novate their obligations under this Agreement without the written consent of the other Party (not to
       be unreasonably withheld).

17.1.9 The Buyer may assign any of its rights or novate any of its obligations under this Agreement to any
       third party with an equal or better credit rating without the Seller’s written consent.

Third Parties

      No third party shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce
      any terms of this Agreement.

Amendment

      This Agreement may only be amended by agreement in writing signed by the Parties.

Rights are Cumulative

      The rights, powers and remedies of each Party under this Agreement are cumulative and not exclusive
      of any rights, powers or remedies which may exist at law.

Severability

      If any one or more of the provisions of this Agreement is held invalid, illegal or unenforceable in any
      respect the validity, legality and enforceability of the remaining provisions contained herein will not in
      any way be affected or impaired thereby and the Parties will endeavour to replace any invalid, illegal
      or unenforceable provision.

Immunity

      Each Party irrevocably agrees that, to the extent that it or any of its assets or property has or may
      acquire any right of immunity as against the other Party or any other person from legal proceedings to
      enforce or collect upon this Agreement or related to any of its other liabilities or obligations in
      connection with this Agreement or the Project, it hereby expressly waives, and agrees not to assert,
      any such immunity.



BD-#6698671-v4
Survival

                                                                                                    ]
      The rights and obligations under clauses 1, 6, 9, , 13.2.1, 13.2.2, 14, 15, 17.1.1, 17.1.4, [ to 17.1.7,
      17.1.9 and 17.1.9 of this Agreement shall survive any termination of this Agreement.

Execution

      This Agreement may be executed in two (2) counterparts in the English language, each of which will
      be an original.




BD-#6698671-v4
Executed as an agreement.



 Signed for and on behalf of
 [Counterparty]
 by its duly authorised representative




 Signature of authorised representative   Name of authorised representative
                                          (please print)




 Signed for and on behalf of
 [PURCHASER Entity]
 by its duly authorised representative




 Signature of authorised representative   Name of authorised representative
                                          (please print)




BD-#6698671-v4
                                Schedule 1 - Transfer Schedule

        Contract CERs
 Verification Period      Transfer Date         Periodic Transfer Amount (net of
                                                the Adaptation Share of Proceeds)
 The first day of the     [insert date]
 Crediting Period to 31
 December 2008
 1 January 2009 to 31     [insert date]
 December 2009
 1 January 2010 to 31     [insert date]
 December 2010
 1 January 2011 to 31     [insert date]
 December 2011
 1 January 2012 to 31     [insert date]
 December 2012
 Contract CERs
                                                [insert total]



        Option CERs
 Verification Period      Exercise Transfer     Option CER Amount (net of the
                          Date                  Adaptation Share of Proceeds)
 The first day of the     As per the relevant   As per the relevant Exercise Notice.
 Crediting Period to 31   Exercise Notice
 December 2008
 1 January 2009 to 31
 December 2009
 1 January 2010 to 31
 December 2010
 1 January 2011 to 31
 December 2011
 1 January 2012 to 31
 December 2012
 1 January 2013 to 31
 December 2013
 1 January 2014 to 31
 December 2014
 [etc]




BD-#6698671-v4
                                    Schedule 2 - Exercise Notice

[BUYER LETTERHEAD]

TO:        [Counterparty]

Exercise Notice for [insert Verification Period]

In accordance with the Call Option under clause 5 of the Emission Reduction Purchase Agreement dated
[insert date] (the "Agreement") between:

        [Counterparty] ("Seller")

        and

        [PURCHASER Entity] ("Buyer")



For the Verification Period beginning [insert date] and ending [insert date], the Buyer hereby exercises its
Call Option from the Seller on the same terms and conditions as set out in the Agreement and transferred in
accordance with the following:

 Transferor:                 [Counterparty]

 Transferee:                 [PURCHASER Entity]



 Option CER Amount:          []

 Exercise Price :            []

 Exercise Transfer Date:     e.g. [15] Business Days from date of this Exercise Notice




Dated:
[PURCHASER ENTITY]
by its Authorised Representative

____________________________




BD-#6698671-v4
                  Schedule 3 - Statement of Modalities of Communication

[BUYER LETTERHEAD]
[Date]

Statement of Modalities for Communicating with the Executive Board and the UNFCCC Secretariat

The undersigned project participants in the [insert {Project Name}] (“Project”) (“Project Participants”)
agree that [PURCHASER Entity] (“Buyer”) will serve as the focal point for all communications with regard to
the Project with the CDM Executive Board and the UNFCCC Secretariat.

The Project Participants further agree that the Buyer will have full authority on behalf of all other Project
Participants to:

a) instruct the CDM Executive Board with regard to the distribution of Certified Emission Reductions to the
   Project Participants upon issuance by the CDM Executive Board; and

b) remove existing Project Participants and add new project participants to the Project without the consent
   of the existing Project Participants (except for the original Project Participants).

This Statement will bind any new project participants to the Project and will be valid until a new Statement
superseding this Statement has been submitted to the CDM Executive Board and the UNFCCC Secretariat.

[Counterparty]
by its Authorised Representative



____________________________

[PURCHASER Entity]
by its Authorised Representative



____________________________




BD-#6698671-v4

				
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