20150705 Ver 2_More Info Received_20151008

Homewood, Sue
From:Brad Luckey <[e-mail]>
Sent:Thursday, October 08, 2015 6:41 PM
To:Homewood, Sue; Bailey, David E SAW
Subject:FW: Minnie solar farm - request for more information
Attachments:Minnie Wetland Impacts.pdf
Please find attached revised drawings to address items 2-4 of DWR hold letter. Permanent impacts have increased by ten
feet from initial submittal.

Sue—did the last document that I sent over work to address landowner permission and #1 of the hold letter?

Sincerely,
Bradley S. Luckey
336.708.4997 (c)
336.310.4527 (o)
PO Box 128

Kernersville, NC 27285
www.pilotenviro.com
[e-mail]

From: Troy Karski \[mailto:[e-mail]\]
Sent: Tuesday, October 6, 2015 4:36 PM
To: Brad Luckey <[e-mail]>
Cc: Andy Hershberger ([e-mail]) <[e-mail]>; Kenny Draffen
<[e-mail]>; [e-mail]
Subject: RE: Minnie solar farm - request for more information

Brad,

Please see attached for the revision to our plan.

Please let us know if you need anything else.

Thanks.

Troy Karski

From: Kenny Draffen
Sent: Friday, October 02, 2015 2:29 PM
To: Troy Karski
Subject: FW: Minnie solar farm - request for more information

From: Brad Luckey \[mailto:[e-mail]\]
Sent: Thursday, October 01, 2015 12:33 PM
1

To: Andy Hershberger; Steve Crivelli; Kenny Draffen
Subject: FW: Minnie solar farm - request for more information

Kenny,

See attached hold letter from DWR. You will need to update your drawings to address items 2 to 4.

Andy/Steve,

I am working on clarification for addressing number 1. They have asked for agent auth forms from landowners, but the
agent auth form does not have this type of language on it. More info will follow after I get more clarification.

This will push time table back for approval to a minimum of 2-3 weeks from the time we submit the additional
information back to DWR. At max, this could start DWR clock over for another 60 days from receipt of the additional
information.

Sincerely,
Bradley S. Luckey

336.708.4997 (c)

336.310.4527 (o)

PO Box 128

Kernersville, NC 27285

www.pilotenviro.com

[e-mail]

From: Homewood, Sue \[mailto:[e-mail]\]
Sent: Thursday, October 1, 2015 11:19 AM
To: Brad Luckey <[e-mail]>
Cc: Bailey, David E SAW <[e-mail]>
Subject: Minnie solar farm - request for more information

Brad,

If the civil engineer would like to discuss what I need directly please feel free to put them in touch with me.

Thanks,

Sue Homewood
NC DENR Winston-Salem Regional Office
Division of Water Resources – Water Quality Programs

450 W. Hanes Mill Rd, Suite 300 (Please note my new contact information)
Winston Salem NC 27105
Voice: [phone]
Cell: [phone]

E-mail correspondence to and from this address may be subject to the North Carolina Public Records Law and may be
disclosed to third parties.

2

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Homewood, Sue
From:Brad Luckey <[e-mail]>
Sent:Monday, October 05, 2015 5:55 PM
To:Homewood, Sue
Subject:Fwd: Minnie solar farm - request for more information
Attachments:image002.png; ATT00001.htm; image007.jpg; ATT00002.htm; image008.jpg;
ATT00003.htm; image008.jpg; ATT00004.htm; image009.jpg; ATT00005.htm;
image009.jpg; ATT00006.htm; image009.jpg; ATT00007.htm; FINAL Conergy
Assignment and Assumption 04 27 15 (executed).pdf; ATT00008.htm

See attached. Let me know if this doesn't work. Thanks.
Sent from my iPhone

Begin forwarded message:
From: Andy Hershberger <[e-mail]>
Date: October 5, 2015 at 5:48:40 PM EDT
To: Brad Luckey <[e-mail]>, Steve Crivelli <[e-mail]>
Subject: RE: Minnie solar farm - request for more information
Brad,
Please see the attached Assignment and Assumptions sheet which details the ownership of Minnie Solar,
LLC by Conergy.

Please advise if further documentation is requested.

Have you heard any response from McKim and Creed over their modifications to the Impact Plans?

Best,

Andy Hershberger

Project Manager

----------------------------------------
1

ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), is
made and entered into as of April 27, 2015 by and between Sunlight Partners, LLC, a Nevada
limited liability company ("Assignor"), and CGY NC I Lessor LLC, a Delaware limited liability
company ("Assignee") an affiliate of Conergy Projects, Inc.
WHEREAS, this Assignment is being delivered pursuant to the terms of that certain
Membership Interest Purchase and Sale Agreement, dated effective as of April 17, 2015,
between Assignor and Assignee (the "Purchase Agreement"); and
WHEREAS, Assignor desires to assign, transfer and deliver to Assignee the Membership
Interests described in Schedule 1 hereto, and Assignee desires to acquire and accept such
Membership Interests from Assignor, in accordance herewith and the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged:
1. Definitions. Capitalized terms used but not defined herein shall have the
meanings set forth in the Purchase Agreement.
2. Assignment of Interests.
(a) Subject to the Purchase Agreement, Assignor hereby irrevocably transfers,
conveys, assigns and delivers to Assignee all of Assignor's right, title, benefits and interest in
and to the Membership Interests described in Schedule 1.
(b) Subject to the Purchase Agreement, Assignee hereby accepts the
assignment and transfer of the Membership Interests described in Schedule 1.
(c) Reference is made to the Purchase Agreement for a complete statement of
all representations and warranties made by or attributable to Assignor in respect of the
Membership Interests.
3. Governing Law and Consent to Jurisdiction. This Assignment shall be
governed by and interpreted in accordance with the laws of the State of North Carolina
applicable to contracts performed in that state. THE PARTIES HEREBY IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
IN NORTH CAROLINA WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS ASSIGNMENT.
4. Further Assurances. Assignor agrees to execute, acknowledge and deliver, as
appropriate and commercially reasonable, any and all such other and additional instruments,
notices, and other documents and to perform such other acts as may be reasonably necessary
more fully to assure Assignee, its successors and assigns, all of the rights and interests hereby
assigned, conveyed and transferred or intended to be so assigned, conveyed and transferred.

5. Counterparts and Headings. This Assignment may be executed in any number
of counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same assignment. Electronic delivery of an executed counterpart of a
signature page to this Assignment shall be effective as delivery of an original executed
counterpart of this Assignment. The headings used in this Assignment have been inserted for
convenience of reference only and do not define, limit, interpret or constitute a part of this
Assignment. In the event of a conflict between the terms and conditions hereof and the terms and
conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall
govern and control the point in conflict.
[Remainder of page intentionally left blank. Signature page follows. ]

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed and delivered on its behalf as of the date first written above.
ASSIGNOR:
SUNLIGHT PARTNERS, LLC
By: Cate Street Capital, Inc., its Manager
By:
K -42C2
Name: Robert J. Desro
Title: Managing Director, Compliance
ASSIGNEE:
CGY NC I LESSOR LLC
By: CGY North Carolina I LLC,
Its: Manager
By: Conergy Projects, Inc.
Its: Manager
By:
Name:
AND
By:
Name:
Title:
[Signature page to Assignment and Assumption Agreement]

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed and delivered on its behalf as of the date first written above.
ASSIGNOR:
SUNLIGHT PARTNERS, LLC
By: Cate Street Capital, Inc., its Manager
By:
Name: Robert J. Desrosiers
Title: Managing Director, Compliance
ASSIGNEE:
CGY NC I LESSOR LLC
By: CGY North Carolina I LLC,
Its: Manager
By: Conergy Projects, Inc.
Its: Manager
By: adwv if A"
Name: Anthonpa Fotopoulos
Title: President and Chief Executive Officer
AND
By:
Name: William S. Hoebel, III
Title: Secretary
[Signature page to Assignment and Assumption Agreement]

Schedule 1
Membership Interests:
Assignor
Assi _ iee
Membership
Interests/Company
Sunlight Partners, LLC
CGY NC I Lessor LLC
100% of the membership
interests in:
Audrey Solar, LLC
Milo Solar, LLC
Amethyst Solar, LLC
Minnie Solar, LLC
Sophie Solar, LLC
Star Solar, LLC
Owen Solar, LLC