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7 041938-00008

O&M

OPERATION AND MAINTENANCE AGREEMENT

by and among

and

Dated as of

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS .............. ................................................................................ 1 1.1 Definitions .................................................................................................. 1 1.2 Construction . .............. .. .............. ................................................................ 1

ARTICLE 2 ENGAGEMENT OF THE O&M CONTRACTOR ................................ ........... 2 2.1 Engagement of the O&M Contractor .......................................................... 2 2.2 Relationship ............................................................................................... 2 2.3 Engagement of Third Parties ...................................................................... 2

ARTICLE 3 TERM AND RENEWAL ........................................... .................................... . 3 3.1 Term ............ .. ............................................................................................ 3 3.2 Extended Term ........................................................................................... 3

ARTICLE 4 DUTIES OF O&M CONTRACTOR ............................................................... 3 4.1 General Operating Standards .......................................... ........................... 3 4.2 Operation and Maintenance Services .. .. .. ...... ... .. ...... .. .. .. ............ .. .... ..... ..... 4 4.3 Administration and Reporting Requirements .............................................. 4 4.4 Spare Parts and Consumables ................................................................... 5 4.5 Emergencies .............................................................................................. 5 4.6 Services ..................................................................................................... 5

ARTICLE 5 O&M CONTRACTOR'S GENERAL COVENANTS ....................................... 5 5.1 Environmental Matters .................................................... ................. .......... 5 5.2 Personnel. .... .............................................................................................. 6 5.3 Liens .......................................................................................................... 7

ARTICLE 6 FEES AND COST REIMBURSEMENT ........................................................ 7 6.1 Fixed Fees and Phase II Variable Fee ........................................................ 7 6.2 Annual Budget. ............................................................ ...... .. ....................... 9 6.3 Reimbursable Expenses ...................................... ...................................... 9 6.4 Payment Procedure ............................................. ....................................... 9 6.5 Records and Audits ......... ....... .. ....................... .. .... .. ............... .... ...... ........ 10 6.6 Past Due Amounts ................................................................................... 10 6.7 Taxes; Other Payments ............................................................................ 11

ARTICLE 7 DUTIES OF OWNER; OWNER'S RIGHTS ................................................ 11 7.1 O&M Facility ..................................................................... .......... .. ............ 11 7.2 Wind Plant Site Services; Utilities ..................................... ........................ 11 7.3 Necessary Documents ............................................................................ . 11 7.4 Response Time .............................................................. .......................... 11 7.5 Owner's Representative . ............................................................. ............. 12 7.6 Safety Back-up ............ .. ........... ... .... .. ....... ........ .... ........ .. ..... ...... .. .. .. .... .... . 12 7. 7 Permits .................... .. ............................. ........................ ............. ............. 12 7.8 Owner's Property ............................................. .. .................................... .. 12 7.9 License of Owner's Property .................... ............................. .... ....... ........ 13

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ARTICLE 8 INDEMNIFICATION ................................................................................... 13 8.1 Indemnification by the O&M Contractor .................................................... 13 8.2 Indemnification by Owner ......................................................................... 14 8.3 Indemnification Procedure ........................................................................ 14 8.4 Limitation of Liability and Indemnification for Actions Taken at the

Direction of Owner ................................................................................. 15 8.5 Infringement Indemnity ............ ........... ...................................................... 15 8.6 Survival. ................................................................................................... 16

ARTICLE 9 TERMINATION .......................................................................................... 16 9.1 Termination by Either Party .............................. ........................................ 16 9.2 Termination by Owner .............................................................................. 17 9.3 Owner's Remedies .... ............................................................................... 17 9.4 Termination by the O&M Contractor ......................................................... 18 9.5 Demobilization .......................................................................................... 18 9.6 Wind Plant Condition at End of Term . ... ................................................... 19

ARTICLE 10 WARRANTY ............................................................................................. 19 1 0.1 Warranty ................................................................................................ 19 10.2 Exclusive Remedy ................................................................................. 19 10.3 Exclusive Warranty ..... ........................................................................... 20 10.4 Assignment of Warranties ...................................................................... 20

ARTICLE 11 LIMITATIONS OF LIABILITY ...................................................... .............. 20 11.1 Total Limitation of Liability ...................................................................... 20 11.2 Waiver of Consequential Damages ........................................................ 21

ARTICLE 12 FORCE MAJEURE .................................................................................. 21 12.1 Force Majeure ........................................................................................ 21

ARTICLE 13 INSURANCE ............................................................................................ 22 13.1 O&M Contractor Insurance .................................................................... 22 13.2 Owner Insurance .................................................................................... 22 13.3 Additional Requirements ........................................................................ 22 13.4 Waiver of Subrogation ............................................................................ 23

ARTICLE 14 ACCESS TO WIND PLANT ...................................................................... 23 14.1 By the O&M Contractor .......................................................................... 23 14.2 By the Owner ......................................................................................... 23

ARTICLE 15 NOTICES ..................................... ........................................................ .. .. 23 15.1 Notices ................................................................................................... 23

ARTICLE 16 CONFIDENTIALITY ................................................................................. 24 16.1 General Confidential Information ............................................................ 24 16.2 Limited Disclosure of Confidential Information ......... ....... .. ..................... 25

ARTICLE 17 ARBITRATION ......................................................................................... 25 17. 1 Step Negotiations .............................. .. ................................................... 25

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17.2 Arbitration .............................................................................................. 26 17.3 Continued Prosecution of the Work ........................................................ 26

ARTICLE 18 MISCELLANEOUS ................................................................................... 27 18.1 Execution ............................................................................................... 27 18.2 Governing Law ....................................................................................... 27 18.3 Amendments, Supplements, Etc ............................................................ 27 18.4 Headings ............................................................................................... 27 18.5 Assignment. ........................................................................................... 27 18.6 Successors and Assigns ........................................................................ 27 18.7 Other Customers .................................................................................... 28 18.8 Waiver ................................................................................................... 28 18.9 Severability ............................................................................................ 28 18.10 Construction ........................................................................................... 28 18.11 Entire Agreement. .................................................................................. 28

EXHIBIT A SCHEDULE OF DEFINITIONS

EXHIBITS SCOPE OF SERVICES

EXHIBITC O&M CONTRACTOR INSURANCE

EXHIBITD OWNER INSURANCE

EXHIBITE REMOTE MONITORING PROCEDURES

EXHIBITF SAMPLE MONTHLY REPORT

EXHIBITG SAMPLE OPERATING PLAN

EXHIBITH SAMPLE BUDGET FORMAT

EXHIBIT I O&M BUILDING

SCHEDULE 6.2 RATE SHEET- FULLY BURDENED

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OPERATION AND MAINTENANCE AGREEMENT

This OPERATION AND MAINTENANCE AGREEMENT (“Agreement”), is dated as of (“Effective Date”) between a

limited liability corporation (“Owner”), on behalf of itself and as agent for County, (“Bond Issuer”) and , a corporation (“O&M Contractor”). Owner and the O&M Contractor are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

R E C I T A L S

A. Owner, as lessee and agent on behalf of Bond Issuer pursuant to the County Industrial Revenue Bond Act (the “Act”) is the operator of a to be constructed Wind Plant in County, , on the Wind Plant Site, planned to be comprised of, among other things, twenty eight (28) Turbines that Owner as agent for Bond Issuer pursuant to the Act, purchased from Supplier pursuant to a Turbine Supply Agreement effective as of , (“TSA”) and the related Balance of Plant that Owner as agent for Bond Issuer pursuant to the Act, had designed and constructed pursuant to a Construction Services Agreement with

effective as of (“CSA”).

B. Owner has contracted with the Supplier to provide maintenance of the Turbines during a nominal ten year Term pursuant to a Service and Maintenance Agreement effective as of (“SMA”).

C. O&M Contractor has expertise and knowledge in the management, operation, maintenance and administration of wind energy conversion plants such as the Wind Plant, and Owner wishes to engage the O&M Contractor as an independent contractor, during the Term of this Agreement, for the purpose of operating and maintaining the Wind Plant and performing certain other duties, including administration of the Wind Plant on behalf of Owner, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and of other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1 DEFINITIONS

1.1 Definitions.

As used in this Agreement, all capitalized terms shall have the respective meanings given to them in this Agreement and in the Schedule of Definitions attached hereto as Exhibit A.

1.2 Construction.

All references herein to any agreement shall be to such agreement as amended, supplemented or modified from time to time. All references to a particular entity shall

OPERATION AND MAINTENANCE AGREEMENT

This OPERATION AND MAINTENANCE AGREEMENT ("Agreement"), is dated as of , 2011 ("Effective Date") between , a

limited liability corporation ("Owner"), on behalf of itself and as agent for County, ("Bond Issuer") and , a

corporation ("O&M Contractor''). Owner and the O&M Contractor are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

RECITALS

A Owner, as lessee and agent on behalf of Bond Issuer pursuant to the County Industrial Revenue Bond Act (the "Act") is the operator of a to be constructed Wind Plant in County, on the Wind Plant Site, planned to be comprised of, among other things, twenty eight (28) Turbines that Owner as agent for Bond Issuer pursuant to the Act, purchased from Supplier pursuant to a Turbine Supply Agreement effective as of December __ , , ("TSA") and the related Balance of Plant that Owner as agent for Bond Issuer pursuant to the Act, had designed and constructed pursuant to a Construction Services Agreement with

effective as of January __ , ("GSA").

B. Owner has contracted with the Supplier to provide maintenance of the Turbines during a nominal ten year Term pursuant to a Service and Maintenance Agreement effective as of December_, ("SMA").

NOW, THEREFORE, in consideration of the promises and of other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

1.1 Definitions.

ARTICLE 1 DEFINITIONS

As used in this Agreement, all capitalized terms shall have the respective meanings given to them in this Agreement and in the Schedule of Definitions attached hereto as Exhibit A

1.2 Construction.

All references herein to any agreement shall be to such agreement as amended, supplemented or modified from time to time. All references to a particular entity shall

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include a reference to such entity's successors and permitted assigns. The words "herein," "hereof' and "hereunder'' shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement. The singular shall include the plural and the masculine shall include the feminine and neuter and vice versa. "Includes" or "including" shall mean "including. without limitation." All exhibits and schedules to this Agreement are hereby incorporated herein by reference.

ARTICLE 2 ENGAGEMENT OF THE O&M CONTRACTOR

2.1 Engagement ofthe O&M Contractor.

Owner hereby engages O&M Contractor as an independent contractor to operate, maintain and repair the Wind Plant, to perform certain administration and management services for the Wind Plant and to perform certain other duties, all as set forth in this Agreement. In consideration of the fees and cost reimbursements payable to O&M Contractor hereunder, O&M Contractor accepts such engagement and agrees to perform the Services in accordance with the terms and conditions hereof.

2.2 Relationship.

O&M Contractor shall act as an independent contractor of Owner with respect to the performance of its obligations hereunder. Neither O&M Contractor nor its Affiliates, employees, Subcontractors, vendors or suppliers, or the employees of any such parties employed in connection with the Services shall be deemed to be agents, representatives, employees, or servants of Owner. O&M Contractor shall not have the right or authority to assume, create or incur any liability or obligation, express or implied, against, in the name of, or on behalf of Owner. This Agreement is not intended to create, and shall not be construed to create, a relationship of partnership or an association of profit between Owner and O&M Contractor.

2.3 Engagement of Third Parties.

O&M Contractor may, subject to the other provisions of this Agreement (including Sections 5.2 and 4.1(dl) engage such Persons (including O&M Contractor's Affiliates) as it deems advisable for the purpose of performing or carrying out any of the Services or its obligations under this Agreement; provided, however, that no such engagement shall relieve O&M Contractor of any of its obligations or liabilities under this Agreement, including those set forth in Article 8; and provided further, that O&M Contractor's use of such Persons shall not modify or increase the compensation payable to O&M Contractor pursuant to Section 6.1. As between Owner and O&M Contractor, O&M Contractor shall be solely responsible for the acts, omissions or defaults of its Subcontractors and their employees, including all Persons engaged pursuant to this Section 2.3 with respect to services provided by such Subcontractor and their employees on behalf of O&M Contractor. Nothing in this Agreement shall be construed to impose on Owner any obligation, liability or duty to a Subcontractor, or to create any contractual relationship between such Subcontractor and Owner.

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3.1 Term.

ARTICLE 3 TERM AND RENEWAL

Owner will notify the O&M Contractor forty five (45) days before the expected mechanical completion of the first Turbine of the commencement date for this Agreement. The term of this Agreement shall commence on the date specified by the Owner in such notice, or as otherwise agreed upon by the Parties (the "Commencement Date") and shall continue for a period of ten (10) years (the "Initial Tenn") unless tenninated earlier pursuant to this Agreement, provided that the Commencement Date as designated by the Owner shall occur no more than thirty (30) days and no less than twenty (20) days before the date that the Owner expects the first Turbine to achieve commissioning completion.

3.2 Extended Term.

Upon mutual agreement of the Parties, the Parties may extend the T enn to include Phase II Services for a period of up to ten (10) years, for a total Tenn of up to twenty (20) years by providing written notice of same to O&M Contractor no later than six (6) months prior to expiration of the Initial Tenn ("Extended Tenn").

ARTICLE 4 DUTIES OF O&M CONTRACTOR

4.1 General Operating Standards.

(a) O&M Contractor has read and understands the requirements of all Project Agreements provided to it by Owner, and shall comply with the material requirements thereof in providing the Services.

(b) Subject to Section 6.3, O&M Contractor shall perform the Services in accordance with Applicable Law, Prudent Industry Practices and the Project Agreements, and shall perform the Services in accordance with the Owner's environmental management system and safety requirements, copies of which have been provided to O&M Contractor prior to the Effective Date ("Project Requirements").

(c) In perfonning its obligations hereunder, O&M Contractor shall, consistent with the requirements of this Agreement and the Project Agreements, use commercially reasonable efforts to maximize revenues generated by the operation of the Wind Plant and minimize expenses of the Wind Plant.

(d) O&M Contractor acknowledges that the major policies and business decisions concerning the Wind Plant, including those listed below, shall be established by Owner. The day-to-day management of the Wind Plant shall be the responsibility of O&M Contractor. O&M Contractor shall obtain Owner's permission before engaging in activities with respect to the Wind Plant that are not within the scope of this Agreement or required by Emergency (subject to Section 4.5). O&M Contractor shall not, under any circumstances, unless otherwise directed by the Owner, undertake any of the following actions:

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(i) subject to Section 5.3, cause the creation or assumption by Owner of any indebtedness for borrowed money, or cause any mortgage, lien, security interest or encumbrance on any assets or properties of the Wind Plant;

(ii) cause Owner to act as surety, grant guaranties or incur similar liabilities on behalf of third parties, directly or indirectly, whether for borrowed money or otherwise;

(iii) cause the conveyance, modification, sale or other disposition of any part of the Wind Plant;

(iv) waive any of Owner's rights under, or tenninate or amend, any Project Agreement;

(v) change the capacity characteristics of the Wind Plant;

(vi) schedule non-emergency interruptions in the delivery of electricity;

(vii) without the prior written approval of Owner, subcontract for service if the subcontract provides for compensation to the Subcontractor in excess of 1) $5,000 during the Initial Tenn and 2) if applicable, Fifty Thousand Dollars ($50,000) during the Extended Term; or

(viii) cause by its action or inaction Owner to be in violation or breach of any tenn or obligation of the TSA, SMA or CSA, or to impair or negate any warranty obligation to Owner under same.

4.2 Operation and Maintenance Services.

(a) During the Initial Term, when the Supplier is providing maintenance services for the Turbines under the SMA ("Phase 1"), O&M Contractor shall perform the operation and maintenance services set forth in Section LA of Exhibit B.

(b) During the Extended Tenn. if applicable, when the Supplier is no longer providing maintenance services for the Turbines under the SMA ("Phase II"), O&M Contractor shall perform the operation and maintenance services set forth in Section II.A of Exhibit B.

4.3 Administration and Reporting Requirements.

(a) During the Initial Term, O&M Contractor shall perform the administration and reporting services as set forth in Section I.B of Exhibit B.

(b) During the Extended Term, O&M Contractor shall perform the administration and reporting services as set forth in Section II.B of Exhibit B.

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4.4 Spare Parts and Consumables.

(a) During the Initial Term, O&M Contractor shall procure Spare Parts for the Balance of Plant and shall provide the services related to Spare Parts and Consumables as set forth in Section I.C of Exhibit B;

(b) During the Extended Term, O&M Contractor shall procure Spare Parts for the Wind Plant and shall provide the services related to Spare Parts and Consumables as set forth in Section II.C of Exhibit B;

(c) All Spare Parts Wear Items and other materials procured or utilized by O&M Contractor for performance under this Agreement during the term of any applicable equipment warranties at the Wind Plant of which O&M Contractor is actually aware shall be of specification and quality required so as to in no way invalidate such warranties, or any portion thereof. Spare Parts may include new, used and/or rebuilt parts, provided that any used or rebuilt parts shall be used only upon written approval of Owner.

4.5 Emergencies.

Notwithstanding Section 4.1(c), in the event of any Emergency involving the Wind Plant endangering life or property, O&M Contractor shall take such action as may be reasonable and necessary to prevent, avoid or mitigate injury or death to Persons, damage or loss to the Wind Plant or the environment, O&M Contractor shall, as soon as practicable, report any such Emergency, including O&M Contractor's response thereto, to Owner.

4.6 Services.

The work and Services set forth in Section I of Exhibit B is "Phase I Services." The work and Services set forth in Section II of Exhibit B is "Phase II Services." The Phase I Services and Phase II Services are collectively referred to as the "Services."

ARTICLE 5 O&M CONTRACTOR'S GENERAL COVENANTS

5.1 Environmental Matters.

(a) Other than Permits required to be obtained by Owner in accordance with Applicable Law, O&M Contractor shall obtain and maintain in full force and effect (or obtain and maintain valid exemptions from) all of the Permits required under Applicable Laws, including Environmental Laws, or otherwise necessary or desirable for O&M Contractor to perform the Services and shall perform all Services in compliance with such Permits and Applicable Law, including Environmental Laws.

(b) O&M Contractor shall not, nor shall it direct any other Person to bring any Hazardous Materials on the Wind Plant Site, other than Hazardous Materials to be used by O&M Contractor or any Subcontractor in a manner that both (i) does not violate, or require reporting or disclosure under, any Environmental Laws, and (ii) is consistent in quantity and with customary business practice for operating and

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maintaining wind energy conversion plants, such as motor fuels, solvents and lubricants (collectively, "Permissible Materials").

(c) Solely as between O&M Contractor and Owner (and without affecting or waiving any rights or claims that O&M Contractor may have against Persons other than Owner), O&M Contractor shall bear all responsibility and liability for (i) Hazardous Materials other than Permissible Materials brought on the Wind Plant Site by O&M Contractor or any Subcontractor or any of its or their agents or employees, or (ii) the negligent Handling of pre-existing Hazardous Materials by O&M Contractor or any Subcontractor or any of its agents or employees.

(d) Title to all Hazardous Materials used in connection with the Services or other Permissible Materials stored at the Wind Plant Site shall transfer to Owner upon entering the Wind Plant Site.

(e) O&M Contractor shall minimize the use of Hazardous Materials in performance of the Services and shall not utilize, or permit or cause any Subcontractor to utilize, such Hazardous Materials as are prohibited under Applicable Law from being imported into or used in the United States. O&M Contractor shall maintain an updated file of all material safety data sheets for all Hazardous Materials used in connection with performance of the Services at or near the Wind Plant Site and shall deliver an update of such file to Owner no later than ten ( 1 0) Business Days after the end of each month. O&M Contractor shall maintain an accurate record and current inventory of all Hazardous Materials used in performance of the Services at or near the Wind Plant Site, which record shall identify quantities, location of, storage, use and final disposition of such Hazardous Materials. Following written notice to and coordination with Owner, O&M Contractor shall dispose or cause to be disposed of all Hazardous Materials brought on the Wind Plant Site pursuant to and in accordance with a contract with a licensed, insured, competent and professional contractor contracted by Owner in a safe manner and in accordance with Applicable Laws.

5.2 Personnel.

O&M Contractor's operation and maintenance personnel as a group, including any Persons engaged by O&M Contractor pursuant to Section 2.3 shall be qualified in operating and maintaining wind energy conversion plant facilities similar to the Wind Plant and any Persons engaged by the O&M Contractor pursuant to Section 2.3 shall be qualified and experienced in the duties to which they are assigned. Except as otherwise provided in this Agreement and training required by the Owner or Supplier, O&M Contractor shall be solely responsible for the training of its personnel. O&M Contractor shall retain sole authority, control and responsibility with respect to labor matters in connection with the performance of the Services by its personnel. Owner shall have the right to require the immediate removal and permanent expulsion from the Wind Plant Site of any Person that at any time is found under the influence of or in possession of any amount of alcohol or illegal drugs (including any amount of marijuana) or (ii) asked to be removed in writing by Owner; provided, however, that if no reasonable cause is specified in reasonable detail by Owner, Owner shall reimburse O&M Contractor for any reasonable costs associated with hiring and training of a replacement for said employee; and further provided that, without regard to cause, O&M Contractor shall not be required

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to tenninate such employee or cause the termination of the employment of such Person, except in O&M Contractor's sole discretion.

5.3 Liens.

Except for liens arising out of a failure of Owner to make any payment due when due hereunder to O&M Contractor or any other Person providing labor or services to the Wind Plant under contract to Owner ("Payment Obligations"), O&M Contractor shall not, as a consequence of its own acts or acts of its suppliers and Subcontractors, suffer or penn it liens or encumbrances arising out of the furnishing of work, goods or Services by O&M Contractor or its suppliers or Subcontractors to attach to the Wind Plant or the Wind Plant Site and shall immediately secure the release of, any liens that attach to the Wind Plant or the Wind Plant Site which do not arise out of the failure of Owner to make all Payment Obligations. In the event that O&M Contractor fails to secure the release of any such lien within ten ( 1 0) days following notice from Owner, Owner shall take such steps as it deems necessary to do so at O&M Contractor's sole cost and expense, provided that reasonable efforts are used to mitigate such costs and expense.

ARTICLE 6 FEES AND COST REIMBURSEMENT

6.1 Fixed Fees and Phase II Variable Fee.

(a) Phase I Fixed Fee. During the Initial Term, Owner shall pay O&M Contractor a monthly fee ("Phase I Fixed Fee") (as adjusted pursuant to Section 6.1ldl. equal to Twenty Thousand Eight Hundred Thirty Three Dollars ($20,833) as full and complete compensation for performing Phase I Services.

(b) Phase II Fixed Fee. During the Extended Term, if any, Owner shall pay O&M Contractor a monthly fee ("Phase II Fixed Fee") (as adjusted pursuant to Section 6.1le) equal to Sixty-Three Thousand Dollars ($63,000), which, together with the Phase II Variable Fee, if any, shall be full and complete compensation for performing all Phase II Services.

(c) Phase II Variable Fee. During the Extended Term, if any, in addition to the Phase II Fixed Fee, Owner shall pay O&M Contractor on a monthly basis in arrears, a variable operations & maintenance fee ("Phase II Variable Fee") equal to the Phase II Base Variable Fee multiplied by (AMWh divided by PSOMWh),

Where:

AMWh (expressed in MWh) =the actual energy production of the Wind Plant as measured at the Revenue Meter for the relevant measurement period.

P50MWh = The P50 annual net generation output estimate for the Wind Plant expressed in MWh, as detennined by AWS Truewind for a twenty year period in a written meteorological report at or near commercial operation of the Wind Plant in connection with financial close of tax equity arrangements. Such meteorological report to be provided to

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O&M Contractor within 60 days of the Wind Plant achieving commercial operation.

Phase II Base Variable Fee = Two Hundred Fifty Two Thousand Dollars ($252,000), adjusted annually in accordance with Section 6.1(e).

(d) Mobilization Payments. Within five (5) Business Days after the Effective Date of this Agreement, upon receipt of an invoice for same, Owner shall pay O&M Contractor the sum of Twenty Five Thousand Dollars ($25,000) (the "Mobilization Payment") as compensation for mobilization of personnel and resources to perform the Phase I Services. The O&M Contractor shall submit to Owner an invoice for such amount promptly after notification of the anticipated Commencement Date pursuant to Section 3.1. Owner shall further pay O&M Contractor the sum of Seventy Five Thousand Dollars ($75,000) (the "Phase II Mobilization Payment") as full compensation for all costs and expenses of mobilization and transition of personnel and resources as necessary to perform the Phase II Services. The O&M Contractor agrees to submit to Owner an invoice for such amount upon commencement of Phase II Services. Any equipment, parts or other tangible property that is procured by O&M Contractor as part of either the Phase I Mobilization Payment or the Phase II Mobilization Payment shall be itemized in O&M Contractor's invoice and title and risk of loss to such property any or all materials, equipment (excluding O&M Contractor's construction equipment, tools and any proprietary software, policies, procedures and manuals) shall pass to Owner upon payment.

(e) Adjustment.

(i) The Fixed Fees and the Phase II Base Variable Rate shall be adjusted annually beginning on the date that is twelve (12) months after the Commencement Date, and annually thereafter on the anniversary of the Commencement Date, by a factor of one hundred percent (100%) of the percentage change in the GDPIPD, as published as of the date of the adjustment, during the previous twelve (12) month period.

(ii) An additional annual adjustment of the Fixed Fees shall be made if the increase of the cost of the insurance, required for O&M Contractor pursuant to Section 13.1, exceeds the increase in the GDPIPD by more than ten percent (10%). In such case, the Fixed Fees shall be adjusted by an amount equal to the lesser of (a) the differential of (1) one hundred percent (100%) of such insurance costs and (2) Ten Thousand Dollars ($10,000) escalated for one hundred percent (100%) of the percentage change in the GDPIPD from the Commencement Date until the date of such measurement and (b) the actual change in such insurance costs from the prior 12 month period, subject to Owner's right, in consultation with an insurance consultant and the O&M Contractor, to examine alternative insurance options to reduce such insurance costs. Any adjustments made pursuant to this Section 6.1le) shall be applied starting the year after the year for which the change was calculated.

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6.2 Annual Budget.

On a calendar year basis during the Term, O&M Contractor shall submit a budget (the "Annual Budgef') in the form of Exhibit H, no later than thirty (30) days after the Commencement Date and thereafter no later than October 1 of each calendar year thereafter. Owner shall either approve the Annual Budget or return it to O&M Contractor for rework. Owner and O&M Contractor will reiterate this process until Owner approves the Annual Budget. If Owner and O&M Contractor do not reach an agreement on the Annual Budget by December 31 of the calendar year proceeding the calendar year of the Annual Budget, then the Annual Budget for the prior year will remain in effect with an adjustment equal to the change in the GDPIPD for the corresponding year. The Annual Budget shall include all items of Reimbursable Expenses that the O&M Contractor anticipates incurring in the budgetary period. The budget amounts set forth in the Form of Exhibit H are O&M Contractor's good faith and indicative estimates of the expected amount of Reimbursable Expenses for the periods referenced on the Exhibit as of the Effective Date of this Agreement. Such budget amounts will be updated and subject to change based on actual operating experience of the Wind Plant and the budget preparation and approval process set forth in this Agreement.

6.3 Reimbursable Expenses.

(a) Reimbursable Expenses shall include only (i) costs for Services authorized by Owner and incurred by O&M Contractor that are within the line item amounts approved by the Owner in the applicable Annual Budget including approved mark-ups pursuant to this Agreement, (ii) costs for Services authorized by Owner and incurred by O&M Contractor that are in excess of the line item amounts approved by the Owner in the applicable Annual Budget including approved mark-ups, provided that O&M Contractor shall have obtained Owner's written approval for such costs prior to such costs having been incurred, and (iii) costs incurred by O&M Contractor that are directly and unavoidably caused by a Change in Law and that are not included in the Fixed Fees or the Annual Budget.

(b) The Reimbursable Expenses shall be invoiced monthly on a T&M basis, and shall be payable as set forth in Section 6.4, and shall be considered Services for the purpose of this Agreement.

6.4 Payment Procedure.

(a) The Fixed Fees shall be payable monthly in advance and may be prorated for partial months at the beginning and end of the Term. O&M Contractor shall invoice Owner on or before the fifteenth (15th) day of each month for the coming month's Fixed Fee.

(b) During the Extended Term, if any, the Phase II Variable Fee shall be payable on a monthly basis in arrears beginning one month after the commencement of the Extended Term and paid for Services provided through the expiration of the Extended Term, unless the Agreement is earlier terminated. The Phase II Variable Fee shall be determined by Owner on a monthly basis, no later than the 1Oth of the first calendar month following the commencement of the Extended Term and on a monthly

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basis thereafter. During the Extended Term, O&M Contractor shall invoice Owner on or before the fifteenth (15th) day of each month for the prior month's Phase II Variable Fee.

(c) On or before the fifteenth (15th) day of each month following the Commencement Date, O&M Contractor shall submit to Owner a detailed invoice of the Reimbursable Expenses incurred by O&M Contractor in accordance with the Annual Budget.

(d) All payments made by Owner to O&M Contractor under this Article §. shall be paid within thirty (30) days of receipt of a proper invoice by Owner by wire transfer of immediately available funds to O&M Contractor at an account designated in writing by O&M Contractor.

(e) In the event Owner is affected by Force Majeure and this Agreement has not otherwise been terminated pursuant to Article 9, Owner shall continue to pay O&M Contractor the Fixed Fees (as adjusted pursuant to this Article 6), as well as Reimbursable Expenses (provided that O&M Contractor takes reasonable measures to mitigate its costs after its receipt of notice of Owner being affected by Force Majeure).

(f) Owner may withhold any amounts subject to good faith dispute but shall pay all undisputed amounts.

6.5 Records and Audits.

Except as otherwise required by Applicable Laws, O&M Contractor shall keep books and records in accordance with generally accepted accounting principles with respect to Reimbursable Expenses, the Wind Plant or such other property in which Owner has an interest and which comprises or is used in connection with the Wind Plant for a period of three (3) years after the applicable creation date of such book or record. O&M Contractor shall make such books and records available, upon no less than twenty four (24} hours notice to O&M Contractor, with such notice being given on a Business Day, for inspection and audit by Owner or its designated agents at Owner's expense during O&M Contractor's regular business hours and at the office where such books and records are kept; provided that O&M Contractor's company software, books and records not directly related to this Agreement and personnel records shall not be subject to inspection or audit. If any such inspection or audit reasonably discloses that any error has occurred and that, as a result thereof, any overpayment or any underpayment has occurred, the amount thereof shall promptly be paid with interest at the rate set forth in Section 6.6 to the Party to whom it is owed by the other Party; provided that if an overpayment has occurred that is in excess of Ten Thousand Dollars ($10,000}, O&M Contractor shall be liable for the Owner's audit expenses, but shall only be liable for any amounts hereunder that relate to a period within five (5} years of the date of the inspection or audit conducted by Owner.

6.6 Past Due Amounts.

Any amounts due under this Agreement, if not timely paid by the Party from whom they are due, shall bear interest at the per annum rate equal to the Prime Rate (as

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published in The Wall Street Journal) plus three and one half percent (3.5% ), prorated on the basis of a 365-day year (or such lower rate as is the maximum rate permitted by Applicable Law) from the date that such amount was due, taking into account any grace period herein provided until the time that such amount is paid.

6.7 Taxes; Other Payments.

(a) The Mobilization Payment, Fixed Fee and the Reimbursable Expense charges do not include any national, federal, state, county or local, sale, use, value added, stamp, or other similar taxes or customs, duties or landing fees, whether characterized as a fee, duty, levy, tax or some other description, whether United States or foreign, however designated, whether levied on O&M Contractor or Owner based on price, charges, items, service, use or this Agreement. Owner will pay any of these items O&M Contractor becomes obligated to pay, exclusive of franchise taxes and any taxes based on the gross or net income of O&M Contractor or payroll taxes associated with the employment of personnel by O&M Contractor.

(b) Except as set forth above, Owner shall pay all taxes payable in connection with the Wind Plant.

ARTICLE 7 DUTIES OF OWNER; OWNER'S RIGHTS

7.1 O&M Facility.

Owner shall provide a permanent structure located on the Wind Plant Site to serve as warehouse, shop, and office facilities for O&M Contractor (the "O&M Facility"), and such facilities will be made available to O&M Contractor by Owner prior to the beginning of the Term. The O&M Facility shall generally be of size, design and layout as set forth in Exhibit I.

7.2 Wind Plant Site Services; Utilities.

During the Term, Owner shall provide and pay for telephone communication services with broadband connectivity of at least 1.54 Mbps and a minimum connection speed of 512 Kbps for both download and upload for use by O&M Contractor, as well as standard telephone communication lines as reasonably necessary. Owner shall also provide and pay for reasonable and appropriate housekeeping services, landscaping services, O&M Facility consumables, lights, power, heat, water and septic expenses.

7.3 Necessary Documents.

Owner shall provide O&M Contractor with copies of all documents in Owner's possession and Project Agreements (including amendments, supplements, and exhibits) necessary for O&M Contractor to perform the Services.

7.4 Response Time.

In all circumstances where O&M Contractor requests the approval, consent or cooperation of Owner to any action (or inaction) hereunder, Owner shall consider and

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respond to such request as promptly as reasonable under the circumstances, within any applicable time limits set forth herein, and, if appropriate, within the response time requested by O&M Contractor. If O&M Contractor is directly and unavoidably prevented from performing its obligations under this Agreement by Owner's failure to respond as required by this Section 7.4, O&M Contractor's obligations hereunder shall be reduced to the extent performance has been so prevented by such delay.

7.5 Owner's Representative.

Owner shall appoint an "Owner's Representative" to perform on Owner's behalf certain matters related to the day-to-day administrative, fiscal, operation, maintenance and project contract management services for the Wind Plant. Operator shall comply with any reasonable instruction given by the Owner's Representative to the extent that such instructions do not materially increase O&M Contractor's obligations under this Agreement, prejudice O&M Contractor in connection with performing its obligations, or require O&M Contractor to violate Applicable Law, or breach its obligations under this Agreement.

7.6 Safety Back-up.

During the performance of Phase I Services, in the event and to the extent that Applicable Law or the O&M Contractor's safety procedures requires the presence of a second suitably qualified person to perform necessary Services, Owner shall reimburse O&M Contractor, as a Reimbursable Cost pursuant to the Annual Budget, for a qualified individual to accompany the O&M Contractor's employee during the performance of such Services in accordance with O&M Contractor's policies or procedures, Site safety protocols and Applicable Law.

7.7 Permits.

Owner, at its own expense, shall obtain and maintain all Permits required to satisfy any wildlife, habitat or environmental monitoring and reporting obligations with respect to the Wind Plant or the Wind Plant Site. Owner shall be liable for all costs or expenses, including any fines or penalties, incurred in connection with wildlife mortality or habitat or environmental damage; provided, however, O&M Contractor shall be responsible for any such costs, expenses, fines or penalties to the extent of its failure to perform the Services in compliance with the Permits. O&M Contractor shall not be responsible for obtaining any new Permits required in connection with Owner's ownership and operation of the Project.

7.8 Owner's Property.

O&M Contractor hereby acknowledges and agrees that Owner shall hold free and clear title to all Spare Parts provided by O&M Contractor hereunder for which Owner has paid pursuant to an invoice for Reimbursable Expenses submitted by O&M Contractor, and O&M Contractor further acknowledges and agrees that Owner shall hold free and clear title to all reports, records, books, plans, software, designs, papers or print outs or other information used by O&M Contractor exclusively in connection with the performance the Services, including those which O&M Contractor has generated,

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received or purchased in the course of performing the Services (collectively, "Owner's Property"), but excluding O&M Contractor's company software, books and records and other materials not directly and exclusively related to its performance of the Services and personnel records. O&M Contractor further agrees to deliver to Owner all of Owner's Property (including any copies thereof) upon expiration or termination of this Agreement and upon request of Owner.

7.9 License of Owner's Property.

Owner hereby grants during the Term of this Agreement, O&M Contractor a non-exclusive, irrevocable, license to use Owner's Property provided that O&M Contractor is at all times in compliance with all requirements of Owner lease, easement and land use agreements.

ARTICLE 8 INDEMNIFICATION

8.1 Indemnification by the O&M Contractor.

(a) O&M Contractor shall defend, indemnify and hold harmless any Owner Indemnified Party from and against any and all third party Claims incurred or asserted against any Owner Indemnified Party caused by any negligent act or omission of Contractor or any Subcontractor to the extent related to performance of Services or the Project, arising out of or otherwise in connection with O&M Contractor's Claims (i) relating to any liability resulting from injury to or death of any Person, including employees of O&M Contractor or Subcontractors; or (ii) relating to any liability resulting from loss of or damage to property, including any Claims or damages arising out of O&M Contractor's use of Owner's Property. O&M Contractor shall further defend, indemnify and hold harmless any Owner Indemnified Party from and against any and all third party Claims resulting from (A) demands or liens by suppliers or Subcontractors for nonpayment of amounts due as a result of furnishing work or materials to O&M Contractor (unless such nonpayment is due to Owner's failure to make payments to O&M Contractor as specified in this Agreement), or (B) any violation of or noncompliance with any Applicable Law to be complied with by O&M Contractor hereunder.

(b) Owner Indemnified Parties shall have no liability for, and O&M Contractor agrees to indemnify, defend and hold Owner Indemnified Parties harmless against and from, any and all third party Claims arising out of or relating to the presence of (i) any Hazardous Materials Handled by O&M Contractor, any Subcontractor or any of its or their agents or employees in a manner that constitutes negligence or willful misconduct, or (ii) any Hazardous Materials other than Permissible Materials brought on the Wind Plant Site by O&M Contractor, Subcontractors, or any of its or their agents or employees (other than Owner or Affiliates of Owner or third parties hired by Owner), and (iii) any pre-existing Hazardous Materials that are exacerbated by any negligent act or omission of Contractor or Subcontractor.

(c) Notwithstanding anything to the contrary in the foregoing, O&M Contractor shall not be required to defend, indemnify or hold harmless any Owner

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Indemnified Party from and against, and no Owner Indemnified Party shall be exculpated from, any Claims to the extent caused by the negligent performance, or willful misconduct of such Owner Indemnified Party, and such exculpation shall include the specific requirements of N.M. Stat. Ann. Section 56-7-1 (1978). O&M Contractor shall also indemnify Owner against any Claims on the Wind Plant or the Wind Plant Site from O&M Contractor's creditors, other than Claims due to the failure of Owner to satisfy any Payment Obligations.

8.2 Indemnification by Owner.

(a) Owner shall indemnify, defend and hold harmless any O&M Contractor Indemnified Party from and against any and all third party Claims incurred or asserted against any O&M Contractor Indemnified Party caused by any negligent act or omission of Owner or Owner's Affiliate including Claims (i) relating to any taxes imposed on or attributable to the income or property of Owner; (ii) relating to any liability resulting from injury to or death of any Person, including employees of the Parties and any persons present at the invitation of Owner, while at the Wind Plant on the Wind Plant Site for the purpose of observing, visiting, inspecting or climbing any and all equipment; or (iii) relating to any liability resulting from loss of or damage to property. Owner shall further defend, indemnify and hold harmless any O&M Contractor Indemnified Party from and against any and all third party Claims resulting from any liability relating to any violation of or noncompliance by Owner or any Owner Indemnified Party of any Applicable Law. Owner shall also indemnify O&M Contractor against any claims on property of any kind owned by O&M Contractor at the Wind Plant or on the Wind Plant Site from Owner's creditors.

(b) Owner agrees to indemnify, defend and hold Owner Indemnified Parties harmless against and from, any and all liability that arises as a result of the presence of Hazardous Materials or other environmental conditions at the Wind Plant Site other than (i) any Hazardous Materials Handled by O&M Contractor, any Subcontractor or any of its or their agents or employees in a manner that constitutes negligence or willful misconduct, or (ii) any Hazardous Materials other than Permissible Materials brought on the Wind Plant Site by O&M Contractor, Subcontractors, or any of its or their agents or employees (other than Owner or Affiliates of Owner or third parties hired by Owner); or (iii) any pre-existing Hazardous Materials that are exacerbated by any negligent act or omission of Contractor or Subcontractor.

(c) Notwithstanding anything to the contrary in the foregoing, Owner shall not be required to defend, indemnify or hold harmless any O&M Contractor Indemnified Party from and against, and no O&M Contractor Indemnified Party shall be exculpated from, any Claims to the extent caused by or arising from the breach of this Agreement by O&M Contractor or the negligence, bad faith, recklessness or willful misconduct of such O&M Contractor Indemnified Party, and such exculpation shall include the specific requirements of N.M. Stat. Ann. Section 56-7-1 (1978).

8.3 Indemnification Procedure.

When required to indemnify an Indemnified Party in accordance with this Article, O&M Contractor or Owner, as applicable (in such capacity, the "Indemnifying Party'') shall

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assume on behalf of such Indemnified Party and conduct with due diligence and in good faith the defense of any Claim against such Indemnified Party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such Claim, provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party's right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such Claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, (ii) the Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to control the defense or settlement of such Claim on behalf of such Indemnified Party) or (iii) the Indemnifying Party shall not have employed counsel to assume the defense of such Claim within a reasonable time after notice of the commencement thereof. In each of such cases the reasonable fees and expenses of counsel shall be at the expense of the Indemnifying Party.

8.4 Limitation of Liability and Indemnification for Actions Taken at the Direction of Owner.

O&M Contractor shall have no liability for, and Owner shall indemnify, defend and hold harmless the O&M Contractor Indemnified Parties against and from all Claims arising from any activity undertaken by O&M Contractor at the specific written direction of Owner where such activity violates Applicable Law, or otherwise presents a hazard to human health, property or the environment, and for which, prior to O&M Contractor taking any such action, O&M Contractor has provided a written notice to Owner stating, with specificity, O&M Contractor's refusal to comply with Owner's direction; and Owner's direction to proceed to O&M Contractor, provided, however that O&M Contractor's failure to act due to Owner's failure to respond to O&M Contractor's requests in a timely manner pursuant to Section 7.4 shall not be a breach of this Agreement, and provided further, however, that Owner's Indemnity under this Section 8.4 shall not extend to any Claim caused by or arising from the negligence or willful misconduct of any O&M Contractor Indemnified Party.

8.5 Infringement Indemnity.

O&M Contractor shall indemnify and keep indemnified and hold harmless each Owner Indemnified Party from and against any and all third-party suits, actions, losses, damages, claims or liability of any type of character, type or description, including, but not limited to, all expenses of litigation, court costs and attorneys' fees, based upon any claim of infringement of any patent or other license or intellectual property right (whether by way of trademark or otherwise) resulting directly or indirectly from furnishing the Services. Owner shall indemnify and keep indemnified and hold harmless O&M

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Contractor and its Subcontractors from and against any and all third-party suits, actions, losses, damages, claims or liability of any type of character, type or description, including, but not limited to, all expenses of litigation, court costs and attorneys' fees, based upon any claim of infringement of any patent or other license or intellectual property right (whether by way of trademark or otherwise) resulting directly or indirectly from the Owner directing O&M Contractor to perform Services in a specific manner which is the subject of a claim of infringement or using specific means or methods to utilize or incorporate specific equipment or materials. Each Party agrees to notify the other as soon as reasonably possible of any material matters with respect to which either of the foregoing indemnities is likely to apply and of which the notifying Party has actual knowledge. If notified in writing of any action or claim for which either Party may be liable to provide indemnity, the indemnifying Party shall, without limitation, defend (subject to reasonable consultation with the indemnified party) such action or claim at the indemnifying Party's expense and pay the cost and damages and attorneys' fees awarded against the indemnified party in such action or claim; provided, however, that the indemnifying Party shall have the right to control the defense and settlement of all such actions or claims, which settlement shall be subject to the consent of indemnified Party, if applicable, not to be unreasonably withheld.

8.6 Survival.

Notwithstanding any other provision of this Agreement, the provisions of this Article 8 are intended to and shall survive termination of this Agreement so as to cover all Claims instituted within the period set forth in the applicable statute of limitations.

ARTICLE 9 TERMINATION

9.1 Termination by Either Party.

Either O&M Contractor or Owner ("Terminating Party") may terminate this Agreement without limiting any other rights or remedies it may have:

(a) if the other Party fails to make any payment required to be made hereunder when such payment is due and owing under this Agreement, and such failure shall continue for fifteen (15) days after written notice thereof has been given to the non paying Party, provided that in the case of Owner non-payment, O&M Contractor shall also provide any lender with an additional written notice and a thirty (30) day period to cure such failure; or

(b) if the other Party has filed against it petitions under any insolvency or bankruptcy Law of any jurisdiction which are not dismissed within sixty (60) days of the date filed, proposes any dissolution or liquidation with creditors, makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy under any provision of Applicable Law or consents to the filing of any bankruptcy or reorganization petition against it under any similar Law, or if receivers, trustees, custodians or similar agents are appointed or take possession with respect to any property or business of such Party; provided, however, that a Party shall not have the right to terminate this Agreement pursuant to this Section 9.1 if the occurrence of any of the events or

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conditions described in this Section 9.1 is the result of the Terminating Party's breach or default under this Agreement or, with respect to Section 10.1lal, if O&M Contractor's or Owner's failure to make a payment required to be made hereunder arises out of or relates to the Terminating Party's bad faith, willful misconduct or negligence.

(c) In the event that O&M Contractor is prevented from performing its obligations hereunder for a continuous period of one hundred fifty (150) days due to an event or events of Force Majeure.

9.2 Termination by Owner.

Owner shall be entitled to terminate this Agreement by delivery of written notice of termination to O&M Contractor in any of the following events:

(a) O&M Contractor causes a material breach by Owner of one or more of the material provisions of the Project Agreements and Owner is materially damaged thereby and upon written notice, such breach or breaches are not cured within the shorter of (i) the applicable cure period under the Project Agreements, and (ii) thirty (30) Business Days; or

(b) O&M Contractor fails to comply (other than for Force Majeure reasons) in any material respect with any material term, provision or covenant of this Agreement, other than the payment of sums to be paid hereunder, and such failure shall continue for thirty (30) days after written notice thereof has been given to O&M Contractor, provided that if (i) such failure cannot reasonably be cured within said thirty (30) days, and (ii) O&M Contractor shall have commenced to cure and takes all commercially reasonable steps to diligently pursue a cure, then O&M Contractor shall have a commercially reasonable time period to cure such default not to exceed one hundred and twenty (120) days.

(d) Upon Thirty (30) days prior written notice to O&M Contractor.

9.3 Owner's Remedies.

In the event that O&M Contractor is terminated pursuant to Sections 9.1 (a) or {Q}, 9.2(a), {Q} or{£}, Owner shall have the following rights and remedies, in addition to those rights and remedies that may be available to Owner at law or in equity, and O&M Contractor shall have the following obligations:

(a) If requested by Owner, O&M Contractor shall withdraw from the Project Site, shall assign to Owner O&M Contractor's subcontracts and instruments used by O&M Contractor and remove any debris or waste materials generated by O&M Contractor in the performance of the Services as Owner may direct and Owner may take possession of any or all materials, equipment (excluding O&M Contractor's construction equipment, tools and any proprietary software, policies, procedures and manuals). O&M Contractor will use commercially reasonable efforts to assign to Owner each such subcontract and other agreement it has entered into in connection with the Services as

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of the date that O&M Contractor is terminated; provided that such assignment shall only be effective upon (i) acceptance of such assignment as to each agreement by Owner by notification in writing to the Subcontractor or other Party and O&M Contractor, and (ii) the termination of this Agreement or O&M Contractor's rights to proceed with the Services. Notwithstanding anything to the contrary, until such assignment is accepted, Owner shall not be responsible for performance thereunder, and no Subcontractor or other Party shall have any claim or cause of action against Owner. Upon acceptance by Owner of such assignment, Owner shall become responsible for the obligations of such Subcontract arising after the effective date of the assignment.

(b) Following termination, Owner, without incurring any liability to O&M Contractor, may in its discretion employ such other person, firm or corporation to finish the Services by whatever method or means as Owner in its sole discretion may deem expeditious. In such event, in addition to O&M Contractor's obligations that survive termination of the Agreement, O&M Contractor shall be liable to Owner for any and all reasonable and necessary costs and expenses incurred by Owner in completing the Services or having the Services completed that are in excess of the Fees that would have been paid to the O&M Contractor under the Agreement in the absence of such termination.

9.4 Termination by the O&M Contractor.

Except as provided in Section 9.1(a), the O&M Contractor may terminate this Agreement if Owner fails to comply (other than for Force Majeure reasons) in any material respect with any material term, provision or covenant of this Agreement, other than the payment of sums to be paid hereunder, and such failure shall continue for thirty (30) days after written notice thereof has been given to Owner, unless such failure cannot reasonably be cured within said thirty (30) days and Owner shall have commenced to cure, Owner shall have a commercially reasonable time period to cure such default not to exceed one hundred and twenty (120) days.

9.5 Demobilization.

In the event Owner exercises its right to terminate this Agreement pursuant to Section 9.2 (d) or O&M Contractor exercises its right to terminate this Agreement pursuant to Sections 9.1 (a) orjQ) or 9.4, Owner shall make a one-time payment to O&M Contractor for O&M Contractor's actual and reasonable demobilization and other costs directly related to such termination, including, but not limited to, O&M Contractor's actual costs to secure, protect and transfer the Wind Plant to Owner in accordance with Owner's instructions as a result of such termination ("Demobilization Charge") provided however that the Demobilization Charge shall not exceed the corresponding amount shown in the following table for the applicable year in which the termination right was exercised following the commencement of the applicable phase. Following such termination, the O&M Contractor shall submit to Owner an invoice for the Demobilization Charge and as O&M Contractor's sole and exclusive remedy, Owner shall pay such amount within thirty (30) days of receipt of such invoice.

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Year 1 2 3 4 5 6 7 8 9

Phase 1 $25,000 $22,500 $20,000 $17,500 $15,000 $12,500 $10,000

$7,500 $5,000 $2,500

9.6 Wind Plant Condition at End of Term.

Phase 2 $250,000 $225,000 $200,000 $175,000 $150,000 $125,000 $100,000

$75,000 $50,000 $25,000

Upon termination or expiration of this Agreement, all Services to be performed as of such termination or expiration date shall have been performed through the date of termination or expiration and all payments required hereunder shall have been made through such date.

10.1 Warranty.

ARTICLE 10 WARRANTY

O&M Contractor warrants to the Owner that all of the Services shall be performed in accordance with this Agreement (and the standards of performance set forth herein) and the Project Requirements, by qualified personnel, and shall be free from defects in material and workmanship ("Warranty"). The foregoing Warranty, and the remedy set forth below, applies to any defect that appears within three hundred sixty five (365) days from the date the work giving rise to the claim was performed; provided, however, that to the extent that the foregoing warranty relates to defects in materials purchased by O&M Contractor in accordance with the terms of this Agreement, the term of such warranty shall not exceed the term of the warranty provided by the manufacturer of such material, provided that Contractor has complied with Section 10.4. Each Party shall notify the other Party promptly after such Party becomes aware of a defect. O&M Contractor shall have no liability to Owner under this Agreement (whether based on warranty or otherwise) (a) for any defect that appears later than within three hundred sixty five (365) days from the date of the work giving rise to the defect was performed or (b) for any damage or defect that occurs solely as a result of any act or omission of Owner. In the case of any damage or defect that occurs as a result of an act or omission of both Owner and O&M Contractor, O&M Contractor's liability shall be in proportion to its relative responsibility for such damage or defect.

10.2 Exclusive Remedy.

(a) If within one (1) year following the performance of Services, Owner notifies O&M Contractor in writing of a breach of the Warranty set forth in Section 1 0.1 or discovery of a defect in the Services, O&M Contractor shall promptly,

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and in no event more than five business days following receipt of notification, commence to reperform the defective Services, and repair or replace any damaged parts or materials resulting from such defective Service all at O&M Contractor's sole cost and expense. In the event O&M Contractor fails or refuses to timely commence to reperform defective Services or fails or refuses to repair or replace any damaged parts or materials resulting from such defective Service within a commercially reasonable time, Owner may cause the performance of such work at O&M Contractor's sole cost and expense, provided that Owner shall use commercially reasonable efforts to mitigate such cost and expense.

(b) Subject to Article 11 (and except as otherwise provided in Section 8.1 or Section 9.2), the exclusive remedy for any Claim based on the failure of, or defect in performance of the Services shall be as set forth in (a) above.

(c) In the event Owner fails to act in accordance with Prudent Industry Practice, Applicable Law, to comply with the terms of this Agreement or the O&M Procedures Manual, or in the event of Owner's negligence or willful misconduct, to the extent that Owner's action or inaction contributes to the breach of warranty by the O&M Contractor, the responsibility for such breach shall be allocated between the Parties in proportion to their respective degrees of fault or negligence.

10.3 Exclusive Warranty.

The warranty contained in this Article 1 0 is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory, but does not affect any separate express warranty provided by any equipment supplier to the Wind Plant. NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE SHALL APPLY. O&M Contractor does not warrant under this Agreement any product, material or services of others which Owner has furnished.

10.4 Assignment of Warranties.

O&M Contractor shall use commercially reasonable efforts to obtain warranties from all subcontractors and suppliers at least as favorable to Owner as required from O&M Contractor under this Agreement, shall use commercially reasonable efforts to secure the longest commercially reasonable manufacturers' warranties with respect to any Spare Parts or materials provided to and used by the O&M Contractor under this Agreement, shall assign all such warranties to Owner, and shall prosecute all warranty claims on behalf of Owner as reasonably appropriate.

ARTICLE 11 LIMITATIONS OF LIABILITY

11.1 Total Limitation of Liability.

O&M Contractor's total liability under this Agreement to Owner, on all Claims of any kind, whether based on contract, warranty, tort (including negligence), strict liability or otherwise, for all losses or damages arising out of, connected with, or resulting from

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this Agreement or from the performance or breach thereof, or from any services covered by or furnished during the Term of this Agreement, shall in no case exceed the sum of the Fixed Fees and the Phase II Variable Fee, if any, paid or payable to the O&M Contractor during the 12 month period prior to the time the claim arose, but not less than $250,000 for Phase 1 or $1,000,000 for Phase 2, as applicable ("O&M Contractor's Maximum Liability"). All of O&M Contractor's liability under this Agreement shall cease upon the expiration of the applicable statute of limitation under Applicable Law after expiration, or earlier termination, of this Agreement. O&M Contractor's indemnity obligations under this Agreement are specifically excluded from any the limitation of liability set forth in this Article 11 shall not apply to any liability arising out of such indemnity obligations. Provided that O&M Contractor properly performs all Services hereunder, in no event shall O&M Contractor be liable under this Agreement for any loss or damage whatsoever arising from the non-negligent failure to discover latent defects or defects inherent in the design of the Wind Plant, the Wind Plant Site, or the equipment comprising the Wind Plant.

11.2 Waiver of Consequential Damages.

Except as expressly set forth in this Agreement, in no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall O&M Contractor or its Subcontractors or suppliers or Owner or their respective Affiliates be liable for special, incidental, exemplary, indirect or consequential damages including, but not limited to, loss of profits or revenue, loss of use of the equipment or any associated equipment, cost of capital, costs in excess of estimates, cost of purchased power, cost of substitute equipment, facilities or services, downtime costs or Claims of customers and/or lenders of Owner for such damages.

12.1 Force Majeure.

ARTICLE 12 FORCE MAJEURE

Notwithstanding any other provision of this Agreement each Party's obligations under this Agreement shall be suspended by any Force Majeure if and to the extent that such Party is prevented or delayed from performing by reason of the Force Majeure; provided, however, that (a) the suspension of performance shall be of no greater scope and of no longer duration than is necessarily caused by the Force Majeure and required by any remedial measures, (b) no obligations of any Party that arose before the occurrence of such causes shall be excused as the result of the occurrence, and (c) each Party shall use commercially reasonable efforts to avoid or mitigate the effects of a Force Majeure event and remedy its inability to perform; provided, further, that no Force Majeure shall excuse any payment obligations of either O&M Contractor or Owner otherwise due hereunder. If the performance by either Party of its obligations under this Agreement is affected by any Force Majeure, such Party shall as soon as practicable notify the other Party of the nature and extent thereof.

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ARTICLE 13 INSURANCE

13.1 O&M Contractor Insurance.

O&M Contractor shall, at its sole cost and expense, procure and maintain during any period during the Term, and provide Owner with acceptable evidence (in form and substance reasonably satisfactory to Owner) of the existence of, the types and amounts of insurance specified in Exhibit C. Owner intends that this Agreement shall also be one of indemnity and that such indemnification shall be covered by insurance.

13.2 Owner Insurance.

Owner shall, at its sole cost and expense, procure and maintain during any period during the Term, and provide O&M Contractor with acceptable evidence (in form and substance reasonably satisfactory to O&M Contractor) of the existence of, the types and amounts of insurance specified Exhibit D.

13.3 Additional Requirements.

Each policy of insurance required by this Section 13 shall:

(a) be procured and maintained with responsible insurers rated "A" or better by A.M. Best (provided that, if such coverage is not available from an insurer rated "A" or better by A.M. Best on commercially reasonable terms, such insurance shall be procured and maintained with responsible and reputable insurers rated less than "A" and Party providing the insurance shall notify the other Party. Insurers shall be admitted and authorized to do business in Minnesota;

(b) provide that the coverage provided shall not lapse or be canceled, materially changed or not renewed without at least thirty (30) days' prior written notice (or ten (10) days' prior notice if such cancellation is due to failure to pay premiums);

(c) provide that the Party not required to provide the insurance, and any of its assignees, shall have no liability for the payment of any premiums or commissions for such policy;

(d) include an endorsement to the policy naming the Party not providing the insurance, and its successors, assigns, partners, directors, officers, employees, representatives agents, and Owner's lender as additional insureds, and providing a waiver of subrogation to the benefit of all such parties (to the extent permitted by law with respect to statutory workers' compensation insurance). The Commercial General Liability additional insured endorsement shall be ISO Form CG21 1 0 or its equivalent and the commercial general liability policy waiver of subrogation endorsement shall be ISO Form CG 24 04 or its equivalent;

(e) all workers' compensation, commercial general liability and umbrella policies shall contain provisions that the insurance companies will have no right of recovery or subrogation against Owner or O&M Contractor, their parents, divisions,

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Affiliates, subsidiaries, co-lessees, co-venturers, agents, directors, officers, employees, servants, representatives, Subcontractors and insurers, it being the intention of the Parties that the insurance as effected shall protect all Parties;;

(f) include a severability of interest clause or cross-liability clause; and

(g) of the Wind Plant.

provide that the insurance is primary with respect to the interests

Each Party providing insurance pursuant to this Article 13 shall ensure that certificates of insurance for policies required by Exhibits C and D shall be provided to the other Party on or prior to the Commencement Date and thereafter annually or upon request.

13.4 Waiver of Subrogation.

All insurance policies specified in Exhibits C and D shall include a waiver of any right of subrogation of the insurers thereunder against the Party not the named insured, in respect of any liability of any such Person insured under such policy.

ARTICLE 14 ACCESS TO WIND PLANT

14.1 By the O&M Contractor.

Subject to any requirements of Applicable Law and the terms of this Agreement, Owner shall provide O&M Contractor and its Subcontractors, agents and employees with full unconditional access to the Wind Plant and the Wind Plant Site at all times and without prior notice for the purpose of performing the Services or any activity related to the Services.

14.2 By the Owner.

Owner and its agents, employees and invitees shall have full and free access to the Wind Plant and Wind Plant Site to perform any investigations, studies, operations and maintenance work (subject to Section 6.5) or other activities deemed appropriate by Owner in its sole discretion. During any such access to the Wind Plant Site, any such agents, employees and invitees shall comply with all reasonable safety and security procedures.

15.1 Notices.

ARTICLE 15 NOTICES

All notices and other communications required or permitted by this Agreement or by Law to be served upon or given to a Party by any other Party shall be deemed duly served, given and received (i) on the date of service, if served personally or sent by telex, facsimile transmission or electronic mail (each with appropriate confirmation of

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receipt) to the Party to whom notice is to be given, or (ii) on the fourth (4th) day after mailing, if mailed by first class registered or certified mail, postage prepaid or (iii) on the next day if sent by a nationally recognized courier for next day service and so addressed and if there is evidence of acceptance by receipt addressed as follows:

If to Owner:

If to the O&M Contractor:

The Parties, by like notice in writing, may designate, from time to time, another address or office to which notices shall be given pursuant to this Agreement.

ARTICLE 16 CONFIDENTIALITY

16.1 General Confidential Information.

(a) Except as otherwise provided in this Agreement, without the prior written consent of the other Party, neither Party shall disclose Confidential Information (as defined below) of the other received in connection with the performance of the Services. The recipient shall use the same degree of care that it uses to protect its own Confidential Information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing Party. Neither Party shall have any obligation under this Section 16.1 with respect to any information that (i) is, at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving Party in violation of this Agreement, (ii) is subsequently learned from a third party that, to the knowledge of the receiving Party, is not under an obligation of confidentiality to the disclosing Party, (iii) was known to the recipient at the time of disclosure, as can be demonstrated by contemporaneous written evidence, (iv) is generated independently by the recipient without reference to the Confidential Information of the disclosing Party, as can be demonstrated by contemporaneous written evidence, or (v) is disclosed pursuant to applicable law, regulation, subpoena, other legal process or professional requirements, or in connection with the enforcement of the recipient's rights under this Agreement.

(b) Notwithstanding the foregoing and subject to the Owner's obligations to the Supplier under the TSA, Owner grants O&M Contractor the right to use the availability of the Wind Plant Turbines in calculating fleet average performance for Turbines operated by O&M Contractor and publication of such averages. In addition,

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Owner will participate with O&M Contractor in issuing a press release regarding the relationship established through this Agreement. Each Party shall agree on the form and content of such press release and will furnish its written acceptance of, or comments on, the proposed announcement promptly after receiving a draft of the press release from the other party for approval. Notwithstanding the foregoing, no press release will be issued prior to five (5) Business Days following the closing of construction financing for the Wind Plant.

(c) For purposes of this Agreement, "Confidential Information" shall mean (i) this Agreement, and (ii) any information or material which is proprietary or confidential to the disclosing Party whether or not owned or developed by the disclosing Party, which is not generally known by non-disclosing Party personnel, and which the receiving Party may obtain knowledge of, through or as a result of the relationship established hereunder with the disclosing Party, access to the disclosing Party's premises, or communications with the disclosing Party's employees or independent contractors, including all information about the Wind Plant and the Wind Plant Site and Owner's business including all data and information obtained by O&M Contractor through O&M Contractor's access to the computer monitoring system for the Wind Plant and the Wind Plant Site and all information provided to the Wind Plant.

16.2 Limited Disclosure of Confidential Information.

Notwithstanding the provisions of Section 16.1, O&M Contractor shall be entitled to the extent necessary for the performance of its duties hereunder to allow access to the Confidential Information described in Section 16.1 exclusively to such of its employees and consultants who are directly concerned with the carrying out of O&M Contractor's duties under this Agreement, provided that O&M Contractor shall inform each of such Persons of the confidential nature of and O&M Contractor's obligation of confidentiality with respect to such information.

17.1 Step Negotiations.

ARTICLE 17 ARBITRATION

The Parties shall attempt in good faith to resolve all disputes promptly by negotiation, as set forth below.

(a) First Step. Either Party may give the other Party written notice of any dispute not resolved in the normal course of business. Representatives of both Parties at levels one level above the personnel who have previously been involved in the dispute shall meet at a mutually acceptable time and place within ten (10) days after delivery of such notice, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute (the "First Step").

(b) Second Step. If the representatives of the Parties are unable to resolve the matter pursuant to First Step within fifteen (15) days after referral of the dispute to such representatives, or if no meeting of such representatives has taken place within fifteen (15) days after such referral, the matter shall be referred, by written notice,

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to the senior executives of each Party who shall meet at a mutually acceptable time and place within ten (10) days after delivery of such notice, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute (the "Second Step").

(c) Final Step. If the senior executives are unable to resolve, or do not anticipate being able to resolve, the dispute pursuant to the Second Step within twenty (20) days after receiving notice of such dispute, either Party may initiate arbitration as provided hereinafter.

(d) Step Negotiation Procedures. If a Party intends to be accompanied at a meeting by an attorney, the other Party shall be given at least three (3) Business Days' notice of such intention so the other Party may also be accompanied by an attorney. All negotiations pursuant to this Section 17.1 are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence. Each Party shall bear its own costs for this dispute resolution phase.

17.2 Arbitration.

All claims, disputes and other matters in question not resolved by negotiations under Section 18.1 between the Parties to this Agreement arising out of or relating to this Agreement or the breach thereof shall be decided by arbitration by the American Arbitration Association or by a mutually agreed upon arbitrator. The arbitration shall take place in and shall be conducted in accordance with the American Arbitration Association Construction Industry Arbitration Rules then in effect or another mutually agreed upon set of arbitration rules. This agreement to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith shall be specifically enforceable under the prevailing arbitration law of any court having jurisdiction. Notice of demand for arbitration must be filed in writing with the other Party to the Agreement and with the AAA or other mutually agreed to arbitrator. The demand must be made within a reasonable time after the dispute has arisen. In no event may the demand for arbitration be made if the institution of legal or equitable proceedings based on such dispute is barred by the applicable statute of limitations. The arbitration shall be heard by three (3) neutral arbitrators. O&M Contractor consents to the joinder of any arbitration proceeding hereunder with any other arbitration proceeding that arises out or or relates to the Project and O&M Contractor's performance of the Services. The award of the arbitrator(s) shall be specifically enforceable in a court of competent jurisdiction. Each Party shall bear its own costs for this dispute resolution phase.

17.3 Continued Prosecution of the Work.

In case of any dispute, O&M Contractor shall continue to diligently prosecute the work as set forth in this Agreement and maintain its progress, and Owner shall continue to make payments to O&M Contractor for those portions of the work completed that are not the subject of dispute in accordance with the Agreement.

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18.1 Execution.

ARTICLE 18 MISCELLANEOUS

This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which, when so executed and delivered (including by facsimile), shall be an original, but all such counterparts shall together constitute but one and the same instrument.

18.2 Governing Law.

This Agreement shall be governed by, and be construed in accordance with, the Laws of

18.3 Amendments, Supplements, Etc.

Neither this Agreement nor any of the terms hereof may be amended, supplemented, or modified orally, but only by an instrument in writing signed by O&M Contractor and by Owner.

18.4 Headings.

The headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only and shall not modify, define or limit any of the terms or provisions hereof.

18.5 Assignment.

O&M Contractor may not assign, pledge or otherwise transfer this Agreement without the prior written consent of Owner and Owner's lender, which may not be unreasonably withheld. This Agreement may be assigned by Owner to a successor owner of the Wind Plant; provided no such assignment shall impair the rights or alter the obligations of O&M Contractor under to this Agreement. This Agreement may be assigned by Owner to any bank or other financial institution providing financing to Owner in connection with the development, construction, ownership and/or operation of the Wind Plant, and O&M Contractor shall enter into a consent to assignment with any such assignee providing standard lender protections, including the right of any such lender to cure any Owner defaults, and the right of any such lender, without O&M Contractor's consent, to assume or transfer ownership of the Wind Plant to a successor to Owner who will be recognized as the Owner for all purposes under this Agreement. Any attempted assignment, pledge or other transfer in violation of this Section 18.5 shall be null and void.

18.6 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors and assigns, to the extent that assignment is permitted hereunder.

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18.7 Other Customers.

Nothing in this Agreement shall be construed to prevent or prohibit O&M Contractor from providing the same or similar services to any Person not a Party to this Agreement, provided that the provision of such services does not adversely affect O&M Contractor's ability to perform its obligations hereunder.

18.8 Waiver.

No provision of this Agreement may be waived except in a writing by the waiving Party. The waiver of any breach of any term or condition hereof shall not be deemed a waiver of any other or subsequent breach, whether of like or different nature.

18.9 Severability.

If any provision of this Agreement is declared by a court of competent jurisdiction to be illegal, unenforceable or void, that provision shall be modified so as to be enforceable and as nearly as possible reflect the original intention of the Parties, it being agreed and understood by the Parties that (i) this Agreement and all the provisions hereof shall be enforceable in accordance with their respective terms to the fullest extent permitted by Law, and (ii) the remainder of this Agreement shall remain in full force and effect.

18.10 Construction.

Every term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Party.

18.11 Entire Agreement.

This Agreement, including the exhibits and schedules attached hereto, which are hereby incorporated by this reference as though fully set forth herein, constitutes the entire contract between the Parties with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties any rights, remedies, obligations or liabilities under or by reason of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the duly authorized officers of the Parties have executed this Agreement on behalf of the Parties, all as of the date first stated above.

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O&M CON"(RACTOR

OWNER

EXHIBIT A SCHEDULE OF DEFINITIONS

The terms defined in this Schedule of Definitions shall include the plural as well as the singular and the singular as well as the plural. Except as otherwise indicated, all the agreements or instruments herein defined shall mean such agreements or instruments as the same may from time to time be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof. When used in the Agreement (as defined below), unless otherwise defined therein, the following terms shall have the respective meanings set forth below:

"Affiliate" of a Person ("First Person") shall mean a Person which directly or indirectly Controls, or is Controlled by, or is under common control with, the First Person, and shall also include any limited partnership or limited liability company of which the First Person or Affiliate thereof is the general partner, managing member or manager, as the case may be, and any subcontractor, agent, representative, employee or authorized personnel of the First Person. "Control" of a Person shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of that Person.

"Agreement" shall have the meaning set forth in the introductory paragraph of this Agreement.

"AMWh" shall have the meaning given thereto in Section 6.1(c).

"Annual Budget" shall have the same meaning given in Section 6.2.

"Applicable Law" shall mean all laws, statutes, orders, decrees, injunctions, licenses, permits, approvals, agreements and regulations of any Governmental Authority having jurisdiction over the matter in question which are applicable to or which affect O&M Contractor's provision of the Services, including the operation and maintenance of the Wind Plant Site, the Wind Plant, and the Interconnection Facilities.

"Balance of Plant" shall mean all equipment and materials and other items incorporated in the Wind Plant, except for the Turbines. Balance of Plant includes, but is not limited to, the civil, electrical and mechanical construction works, principally roads, foundations for transformers and Turbines, cable and pipe ducting, pad-mount transformers, switchgear, electrical cables, communication cables and system, SCADA System, meteorological station, substation and Wind Plant meter.

"Business Day" shall mean any day except a Saturday, Sunday or other days on which commercial banks in State of are authorized by law to close.

"Change in Law" shall mean a change in Applicable Law applicable to Services performed at the Site, excluding however any change in Applicable Law related to any tax obligation of O&M Contractor.

"Claims" shall mean claims, actions, damages, expenses (including reasonable attorneys'fees), fines, penalties, losses or liabilities.

"Commencement Date" shall have the meaning given in Section 3.1. A-1

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"Confidential Information" shall have the meaning given in Section 16.1(c).

"Consumables" shall mean those items that are installed, added to or otherwise used by the technicians in the process of performing Scheduled Maintenance; including rags, solvents, grease, lubricants (excluding gear oil and hydraulic fluid), and other fluids, wire ties, wire connectors (up to 10 gauge), mechanical fasteners less than 12 mm (1/2 inch) and excluding series replacements, fuses up to 30 amps, and miscellaneous wind turbine parts (such as seals, o-rings, springs, hydraulic fittings, hoses, etc.) where the individual cost for such parts is less than Five Dollars ($5) and excluding series replacements.

"CSA" shall have the meaning set forth in the Recitals.

"Demobilization Charge" shall have the meaning given thereto in Section 9.4.

"Effective Date" shall have the meaning given in the introductory paragraph of this Agreement.

"Emergency'' shall mean an event occurring at the Wind Plant Site, or any adjoining property, that (a) poses actual, or imminent risk of, (i) serious personal injury or (ii) material physical damage to one or more Turbines or to the Wind Plant and (b) requiring, in the good faith determination of the O&M Contractor or Owner, immediate preventative or remedial action.

"Environmental Laws" shall mean all Applicable Laws that regulate or relate to (i) the protection or clean-up of the environment; (ii) Hazardous Materials, including, without limitation, the Handling of Hazardous Materials; (iii) the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; and (iv) the health and safety of persons or property, including protection of the health and safety of employees. Environmental Laws shall include, without limitation, the Resource Conservation & Recovery Act, Clean Water Act, Safe Drinking Water Act, Toxic Substances Control Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right-to-Know Act, and the Hazardous Materials Transportation Act guidelines, policies and procedures, and all analogous or related federal, state or local Laws and the common law but exclude the Occupation Safety and Health Act and Centers for Disease Control guidelines, policies and procedures.

"Extended Term" shall have the meaning given thereto in Section 3.2.

"First Step" shall have the meaning given thereto in Section 17.1(a).

"Fixed Fees" shall mean both the Phase I Fixed Fee and the Phase II Fixed Fees.

"Force Majeure" shall mean any event that wholly or partly prevents or delays the performance by the Party affected of any obligation arising under this Agreement, but only if and to the extent such event is not within the reasonable control, directly or indirectly, of and not the fault of the Party affected including: condemnation; expropriation; invasion; plague; drought; landslide; storms or wind of sufficient intensity to prevent safe performance of work; tornado; hurricane; tsunami; flood; lightning; earthquake; fire; explosion; epidemic; quarantine; war (declared or undeclared), terrorism or other armed conflict; material physical damage to the Wind Plant caused by third parties; strikes and other labor disputes (including collective bargaining disputes and lockouts) involving Subcontractors and not occurring on the Wind Plant

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nor directed at such Subcontractor; riot or similar civil disturbance or commotion; other acts of God; acts of the public enemy; blockade; insurrection, riot or revolution; sabotage or vandalism; embargoes; and actions of a Governmental Authority (other than in respect of O&M Contractor's or Owner's compliance with: (a) Applicable Laws in effect as of the Effective Date or actually passed as law but not yet in full force and effect as of the Effective Date; and (b) Permits required under Applicable Law in effect as of the Effective Date, or actually passed and enacted as law but not yet in full force and effect as of the Effective Date, in connection with O&M Contractor's performance under this Agreement).

Force Majeure shall also include (a) the failure of a Subcontractor to deliver goods or perform services in a timely manner due to an event of Force Majeure affecting such a Subcontractor (as such event is defined in this Agreement); (b) to the extent unavoidably caused by a Force Majeure Event, the failure of the suppliers to deliver goods in a timely manner due to a materials shortage of a national scope (or international scope if such materials are typically obtained internationally), provided, that reasonable attempts are made to obtain such supplies or materials at commercially reasonable rates; and (c) delays in transportation resulting from (i) accidents or closure of roads or other transportation route by Governmental Authorities, or (ii) perils of sea.

Force Majeure shall not include labor shortages; labor strikes and other labor disputes (including collective bargaining disputes and lockouts) with regard to work by a Subcontractor on the Wind Plant or a facility of a Subcontractor (except if such action is part of a regional or national action); any such acts or omissions involving O&M Contractor or any of its Affiliates whether on or off the Wind Plant; or economic hardship (including lack of money).

"GDPIPD" shall mean the Gross Domestic Product Implicit Price Deflator, as published by the United States General Accounting Office immediately preceding the applicable date of adjustment, or such other index as mutually agreed upon between the O&M Contractor and the Owner.

"Governmental Authority" shall mean any federal, provincial, state or local government authority, agency, court or other body, officer or public entity, including any zoning authority, building inspector, or health or safety inspector.

"Handling" shall mean the production, use, treatment, storage, transportation, generation, manufacture, processing, distribution, disposal, release or threatened release (for the purposes of this definition, "release" shall mean the emission, discharge, spilling, leaking, pumping, pouring, emptying, discharging, injecting, escaping, leaching, disposal or dumping into the environment or the workplace of any Hazardous Materials or as otherwise defined by Environmental Law).

"Hazardous Materials" shall mean any chemical, material, constituent, pollutant or substance in any form, whether solid, liquid, gaseous, semisolid, or any combination thereof, whether waste material, raw material, chemical, finished product, byproduct, or any other material or article, that is listed, characterized or regulated under Environmental Laws as a "hazardous" or "toxic" substance or waste, or as a "contaminant," or is otherwise listed, characterized or regulated under Environmental Laws, including, without limitation, petroleum, petroleum products, petroleum fractions, polychlorinated biphenyls, asbestos, urea formaldehyde foam insulation, and lead-containing paints or coatings.

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"Indemnified Party" shall mean an O&M Contractor Indemnified Party or an Owner Indemnified Party.

"Indemnifying Party'' shall have the meaning given thereto in Section 9.3.

"Initial Term" shall have the meaning given thereto in Section 3.1.

"Interconnection Agreement" shall mean the interconnection agreement to be entered into between Owner and the transmission provider, as amended, restated or otherwise modified from time to time.

"Interconnection Facilities" shall mean facilities and devices (e.g., circuit breakers, filters, protection devices, relays and metering) necessary to interconnect and deliver power from the Wind Plant to the utility transmission system.

"Major Components" shall mean the tower, down-tower assembly (in its entirety) yaw bearing, bedplate, gearbox, generator, main shaft, main bearing, hub, blade bearing and rotor assembly of each Turbine.

"Mobilization Payment" shall have the meaning given thereto in Section 6.1ldl.

"O&M Contractor" shall have the meaning given thereto in the introductory paragraph of this Agreement, and its successors and permitted assigns, if any.

"O&M Contractor Indemnified Partv'' shall mean the O&M Contractor, its Affiliates and Subcontractors, and their respective shareholders, partners, directors, officers, agents, employees and representatives.

"O&M Contractor's Maximum Liabilitv'' shall have the meaning given thereto in Section 11.1.

"O&M Facility" shall have the meaning given thereto in Section 7.1.

"O&M Procedures Manual" shall mean the O&M Procedures Manual provided by Supplier, as well as all operating manuals supplied by all vendors or manufacturers for all Spare Parts, components and systems of the Wind Plant and which fully and completely describe the proper operation and maintenance of the Wind Plant and include a complete and integrated set of as-built drawings and equipment descriptions of the Wind Plant.

"OCC" shall mean the Operations Control Center of O&M Contractor currently located in Chandler, Minnesota.

"OEM" shall mean the original equipment manufacturer for the relevant equipment.

"Operating Plan" shall have the same meaning given in Section 1.6.12 (a) of Exhibit B.

"Owner" shall have the meaning given thereto in the introductory paragraph of the Agreement, and its permitted successors and assigns, if any, under the Agreement.

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"Owner Indemnified Party'' shall mean Owner, Bond Issuer, any lenders to Owner of whom O&M Contractor has been notified, and their respective successors and assigns, and the respective shareholders, partners, directors, officers, agents and employees and representatives of the Owner.

"Owner's Property" shall have the meaning given thereto in Section 8.1.

"P50MWh" shall have the meaning given thereto in Section 6.1(c).

"Payment Obligations" shall have the meaning given thereto in Section 5.3.

"Permissible Materials" shall have the meaning given thereto in Section 5.1(b).

"Permit" shall mean any waiver, exemption, variance, franchise, certification, approval, permit, authorization, license, consent, or similar order of or from any Governmental Authority having jurisdiction over the matter in question.

"Person" shall mean any individual, partnership, joint stock company, corporation, trust, unincorporated association or joint venture, a government or any department or agency thereof, or any other entity.

Term.

"Phase I" shall have the meaning given thereto in Section 4.6.

"Phase I Fixed Fee" shall have the meaning given thereto in Section 6.1 (a).

"Phase I Services" shall have the meaning given thereto in Section 4.6.

"Phase II" shall have the meaning given thereto in Section 4.2 (b).

"Phase II Base Variable Fee" shall have the meaning given thereto in Section 6.1(c).

"Phase II Fixed Fee" shall have the meaning given thereto in Section 6.1(b).

"Phase II Services" shall have the meaning given thereto in Section 4.6.

"Phase II Variable Fee" shall have the meaning given thereto in Section 6.1(c).

"Production Year" shall mean each twelve (12)-month period following first day of the

"Project Agreements" shall mean the Interconnection Agreement, the O&M Procedures Manual, and the Real Property Documents, the TSA, SMA and CSA as provided to O&M Contractor by Owner prior to the Effective Date.

"Prudent Industry Practice" shall mean the practices, methods and acts engaged in or approved by a significant portion of the wind power industry in the United States that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with Applicable Laws, regulations, codes, standards, equipment manufacturer's written recommendations, reliability, safety, environmental

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protection, economy and expedition. "Prudent Industry Practice" does not necessarily mean the highest standard in industry practice, method, or standard of care, skill, safety and diligence in all cases, but is instead intended to encompass a range of acceptable practices, methods, and standards.

"Real Property Documents" shall mean easements, option agreements, leases, subordinations and other real property agreements that create or evidence any real property interests relating to the Wind Plant, as amended, restated or otherwise modified from time to time.

"Reimbursable Expenses" shall have the meaning set forth in Section 6.3.

"SCADA System" shall mean the remote Turbine supervisory control and data acquisition system to be provided to the Wind Plant by the Owner or the Supplier.

"Schedule of Definitions" shall mean this Schedule of Definitions.

"Scheduled Maintenance" shall mean scheduled maintenance as described in the O&M Procedures Manual.

"Second Step" shall have the meaning given thereto in Section 18.1{b).

"Serial Loss" shall mean the requirement to replace, due to warranted defect or failure, the same Major Component of more than ten percent ( 1 0%) of the Turbines on the Wind Plant, or, in the case of parts other than Major Components, the same part of more than twenty (20%) of the Turbines on the Wind Plant, in any year of the Term.

"Services" shall have the meaning given thereto in Section 4.6.

"SMA" shall have the meaning set forth in the Recitals.

"Spare Parts" shall mean all appliances, gearbox and hydraulic oil, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (excluding Consumables) which may be from time to time installed in or attached to any Turbine or the Balance of Plant or any other portion of the Wind Plant or held in inventory.

"Subcontractors" means any subcontractor, of any tier, or supplier of materials, equipment or services to O&M Contractor or any subcontractor, of any tier, of any Person engaged or employed by O&M Contractor or any Subcontractor in connection with the performance of the scope of this Agreement.

"Supplier" shall mean ., and its successors and assigns.

"T&M" shall mean a time and materials basis based on the rates set forth in Schedule 6.2 attached hereto.

"Term" shall have the meaning set forth in Section 3.1.

"Terminating Partv" shall have the meaning given thereto in Section 9.1.

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"TSA" shall have the meaning set forth in the Recitals.

"Turbine" means all or any portion of the 1.8 Megawatt Model V1 00 wind energy converters each including equipment and machinery related thereto and the following components: a tower, a turbine nacelle, blades, controller (including interconnecting cabling from the turbine nacelle to the ground controller), control panels, converters, any VAR control technology, wind vanes, FAA lighting (if and as required), grounding, and anemometers. Turbines shall not include special tools required for operation of the Wind Plant or Spare Parts.

"Unscheduled Maintenance" shall mean all non-routine maintenance and repairs of the Wind Plant, including major repairs, any inspection, maintenance, repair or other services that are not included as part of the Scheduled Maintenance and which are authorized by Owner to be provided by O&M Contractor.

"Warranty Period" shall mean the period of time specified in the contract between the Owner and the Supplier during which the Turbines are under warranty.

"Wear Items" shall mean parts of the turbine and Balance of Plant that have a short service life expectancy (less than two (2) years).

"Wind Plant" shall mean the Turbines and the Balance of Plant constructed on the Wind Plant Site.

"Wind Plant Site" shall mean the site, including the Real Property Documents, on which the Wind Plant is located.

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EXHIBIT B SCOPE OF SERVICES

During the Term of this Agreement, the O&M Contractor shall be paid the Fixed Fees for the following:

I) Phase I Fixed Fee Services.

A) Operation and Maintenance Services.

1) Performance of all Balance of Plant Scheduled Maintenance as set forth in the OEM's O&M Procedures Manual and any scheduled maintenance recommendations consistent with Prudent Industry Practices that are provided by the engineer(s) of record for the civil and electrical infrastructure, including all maintenance recommended in O&M manuals provided in the CSA contractor's turnover packages.

2) Operation of the Turbines and all Balance of Plant Operations of the Turbines shall mean monitoring operation and responding to emergency shutdowns due to grid requirements, weather events, planned outages, subsequent restarts and related issues subject to Prudent Industry Practices. O&M Contractor will coordinate all such activities with Supplier.

3) Remote operation of the BOP in accordance with Exhibit E at all times to the extent appropriate and prudent to do so;

4) Coordination of planned and reactive outages involving multiple parties;

5) Execution of reasonable Wind Plant site security, which shall include:

(i) Locking gates and doors at appropriate times;

(ii) Reviewing the integrity of fences, gates, and other security measures during the course of normal business; and

(iii) Dismissing or reporting trespassers as appropriate.

6) Provide all ancillary materials needed to perform the services, including uniforms, laptops, other equipment, trucks, data monitoring equipment (excluding SCADA hardware and software at the Site, Supplier's specific hardware & software required to perform the Services), inventory management, IT systems, as well as proper maintenance of all of the same.

7) Contacting Supplier upon becoming aware of Supplier related issues.

B) Administration and Reporting Requirements.

1) Employment, training, maintenance, administration and supervision of the work force necessary to perform the services described in this Agreement (training shall be as required by Applicable Laws or by O&M Contractor's policies and procedures, but

B-1 O&M

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shall exclude training required by Owner or Supplier which Owner shall provide at its sole cost and expense);

2) Oversight of and reporting on all services performed under this Agreement;

3) Documentation, filing, and otherwise archiving of Balance of Plant specific information such as:

(a) planning documents;

(b) completion logs & checklists;

(d) parts usage;

4) At Owner's reasonable request only, assisting Owner in Owner's dealings with:

(a) real property owners or lessors;

(b) independent system operator or regional transmission organization;

(d) insurance carriers or insurance claims;

(e) Supplier warranty claims;

(f) accident investigations and safety corrective actions; and

(g) other third-parties relevant to the Project Agreements;

5) Review operations log for each Turbine;

6) Provision of monthly reports in the form attached as Exhibit F, containing data from the operations logs;

7) Attend such monthly, quarterly, and/or other meetings as Owner may reasonably request; provided O&M Contractor receives reasonable notice of such meetings, and the meetings may be attended telephonically;

8) Monitoring and prompt reporting of all damages and/or malfunctions, failures, defects, and/or retrofits on the Balance of Plant, including recommendations for any Unscheduled Maintenance that O&M Contractor deems necessary or advisable as encountered by O&M Contractor in the ordinary course of performing the Services;

9) Cooperation with Owner regarding the management of the Wind Plant, and, if and when requested by Owner, the provision of such reports and information and taking of such other actions, as may be reasonably requested by Owner;

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10) Procurement in accordance with the Budget of equipment, machinery, and tools necessary for the Wind Plant, provided that only the procurement of such items shall be part of the Fixed Fee Services and the actual cost of such items shall be a Reimbursable Expense;

11) Disposal of items of equipment or machinery that are worn out, obsolete, surplus or no longer useful for the proper operation of the Wind Plant with such sale or disposal to be made in a commercially reasonable manner and on an "as is," "where is" and without warranties basis and with all monies received in respect thereof and an accounting thereof provided to Owner and further subject to any Hazardous Material disposal contract entered into between Owner and a qualified third party; and

12) Submission, no later than sixty (60) days prior to the beginning of each calendar year of:

(a) a maintenance and operating plan, including a spill prevention plan, for the Balance of Plant in the form of Exhibit G ("Operating Plan"); and

(b) a proposed Budget in substantially the same form as the initial budget for the Wind Plant attached hereto as Exhibit H ("Budget") subject to the following process:

(i) Owner will approve Budget or send Budget back to O&M Contractor for rework; and

(ii) Owner and O&M Contractor will reiterate this process until Owner approves budget prior to December 1 of the year prior to the subject Budget.

C) Spare Parts and Consumables.

1) Procurement of Spare Parts and Wear Items in accordance with the Budget, and except as provided in this Agreement, the cost of such items shall be a Reimbursable Expense.

2) Periodic amendment of Spare Parts recommendations as reasonably necessary, and

3) Receipt and warehousing of all Spare Parts in accordance with the supplier's recommendations in Owner's O&M Facility with Owner's equipment and using Owner's inventory system; and

4) Provide day to day Consumables required for the Phase I services.

II) Phase II Fixed Fee Services.

A) Operation and Maintenance Services.

1) Performance of all Turbine and Balance of Plant Scheduled Maintenance as set forth in the OEM's O&M Procedures Manual and any scheduled maintenance recommendations consistent with Prudent Industry Practices that are provided by the engineer(s) of record for the civil and electrical infrastructure, including all

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maintenance recommended in O&M manuals provided in the CSA contractor's turnover packages;

2) Performance of the on-site labor required to perform Unscheduled Maintenance of the Turbines (excluding Serial Loss or work requiring use of a lifting crane).

3) Operation of all Turbines and Balance of Plant, including:

(a) Remote operation of the Turbines and the BOP in accordance with Exhibit E;

(b) Coordination of planned and reactive outages involving multiple parties;

(i) Locking gates and doors at appropriate times;

(ii) Reviewing the integrity of fences, gates, and other security measures during the course of normal business; and

(iii) Dismissing or reporting trespassers as appropriate.

4) Provide all ancillary materials needed to perform the services, including uniforms, laptops, other equipment, trucks, data monitoring equipment (excluding SCADA hardware and software at the Site, Supplier's specific hardware & software required to perform the Services), inventory management, IT systems, as well as proper maintenance of all of the same.

5) Contacting Supplier upon becoming aware of Supplier related issues.

B) Administration and Reporting Requirements.

2) Oversight of and reporting on all previously described Operation and Maintenance Services;

3) Documentation, filing, and otherwise archiving of Turbine and Balance of Plant specific information such as:

(a) planning documents;

(b) completion logs & checklists;

(d) parts usage;

4) At Owner's reasonable request only, assisting Owner in Owner's dealings with:

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(a) real property owners or lessors;

(b) independent system operator or regional transmission organization;

(d) insurance carriers or insurance claims;

(e) Turbine warranty claims and Balance of Plant warranty claims;

(f) accident investigations and safety corrective actions; and

(g) other third-parties relevant to the Project Agreements;

5) Maintenance of an operations log for each Turbine which shall include information on, as available from SCADA system, the average availability of the Wind Plant, planned and unplanned maintenance outages, circuit breaker trip operations requiring a manual reset, partial deratings of equipment and any other significant event related to the operation of the Wind Plant;

6) Provision of monthly reports in the form attached as Exhibit F, containing data from the operations logs;

8) Monitoring and prompt reporting of all damages and/or malfunctions, failures, defects, and/or retrofits, including recommendations for any Unscheduled Maintenance that O&M Contractor deems necessary or advisable as encountered by O&M Contractor in the ordinary course of performing the Services;

12) Submission, no later than sixty (60) days prior to the beginning of each calendar year of:

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(a) an Operating Plan; and

(b) a proposed Budget subject to the following process:

(i) Owner will approve Budget or send Budget back to O&M Contractor for rework; and

(ii) Owner and O&M Contractor will reiterate this process until Owner approves budget prior to December 1 of the year prior to the subject Budget.

C) Spare Parts and Consumables.

1) Procurement of the Spare Parts, and Wear Items in accordance with the Budget, and except as provided in this Agreement, the cost of such items shall be a Reimbursable Expense.

2) Periodic amendment of Spare Parts recommendations as reasonably necessary, and

3) Receipt and warehousing of all Spare Parts in accordance with the supplier's recommendations in Owner's O&M Facility with Owner's equipment and using Owner's inventory system; and

4) Provide day to day Consumables necessary for performance of the Phase II Services.

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EXHIBITC O&M CONTRACTOR INSURANCE

O&M Contractor shall maintain and shall cause its Subcontractors to maintain (subject to limits commensurate with industry standards) the following insurance types in the following amounts:

(a) comprehensive general liability insurance, covering bodily injury and property damage, operations, contractual and personal injury liability, with limits of not less than $1,000,000 per occurrence;

(b) all forms and types of insurance required by Applicable Law with respect to employees, including workers compensation and disability benefits insurance and employers liability insurance, in amounts equal to the greater of $1,000,000, or the amount required by Applicable Law;

(c) automobile liability insurance including, but not limited to, coverage for owned, non-owned and hired automobiles with a minimum of $1,000,000 combined single limit coverage for any occurrence, covering automobiles used by O&M Contractor in connection with the operation and maintenance of the Wind Plant; and

(d) excess/umbrella liability insurance or equivalent form with a minimum of $10,000,000 combined single limit coverage for any occurrence following the terms of the primary insurance set forth in clauses (a) and (c) above.

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EXHIBIT D OWNER INSURANCE

Owner shall maintain the following insurance types in the following amounts:

(a) comprehensive general liability insurance, covering bodily InJury and property damage, operations, contractual and personal injury liability, with limits of not less than $1,000,000 per occurrence;

(e) property insurance providing coverage for the Wind Plant and all installed equipment, and in an amount specified by the Owner.

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EXHIBIT E REMOTE MONITORING PROCEDURES

To the extent practical taking into account the installed applicable hardware and software:

Scope of Remote Monitoring Services

• Remotely monitor the Turbines and project Balance of Plant, 24 hours per day, seven days a week, 365 days per year.

• Remotely reset Turbines if possible and prudent, or call out O&M Contractor's technician for on-site reset if not possible or prudent. Call outs will be subject to:

o O&M Contractor's technician call out will result in a T&M charge. o The minimum charge is 4 hours. o For expediency, only one telephone call may be made per event or group of

events. • Establish and maintain work clearance procedures to regulate control of Turbines,

Balance of Plant and safeguard personnel as required by Applicable Law, including: o Outage clearance coordination; and o Call out of local emergency first responders.

• Document the warranty notification process between the Owner and the Supplier and between Owner and Balance of Plant contractor, including:

o Issuance of warranty notice to Supplier or Balance of Plant contractor. o Logging of the defect and the corresponding warranty notice in association with a

particular Turbine fault; and o Documentation of Supplier's or Balance of Plant contractor's response, if any.

• Provide hardware for remote monitoring functions at the O&M Contractor's off-site control center ("OCC") site, including computer, display, modem or broadband access, but excluding the following:

o Owner to provide specialized equipment for OCC site, specifically: • Application specific software licenses and access codes; and • Firewall/security hardware and software.

o Owner to provide all equipment at Owner's site. • Maintenance of a log of Turbine events and downtime tracking. Provide daily summary

report of events including o Turbine resets; o call-outs; o clearances issued o warranty notices sent to Supplier.

• Monthly summary of Turbine events and downtime tracking and any Balance of Plant events.

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EXHIBIT F SAMPLE MONTHLY REPORT

Sample Only

Executive Summary

Performance at xxxxxx (See the section titled "Method and Calculation" for further details on the Performance Indicators.)

Monthly Actual Monthly Target YTD YTD Target Actual

OSHA 0 0 0 0 Recordables

Near Misses 0 0 0 0 Budget

xxxxxxxxxxx, GE 1.5 Availability {%)_ XXX SUPERIOR XXX SUPERIOR

GEWE SUPERIOR SUPERIOR

Availability (%)* XXX XXX

SCAD A Generation xxxxx xxxxx xxxxx xxxxxx

(MWh) Lost Energy

xxxx SUPERIOR xxxx SUPERIOR (MWh)

Commercial Availability(%) XXX SUPERIOR XXX SUPERIOR

Capacity Factor XXX XXX XXX XXX (%)

Substation Generation

(MWh) xxxxxx

*Estimated from SCADA data. GEWE will provide their number in their report.

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Performance Charts

Safety, Security, & Environmental No safety or security issues for . Wind turbine SP76 suffered an oil leak after a flare fitting loosened on the gearbox. No oil contaminated the surrounding earth.

Operations & Maintenance Technicians executed the annual maintenance during March. Technicians will transition immediately into the semi-annual maintenance. The staff moved into the new O&M facility the last week of .

Safety

attended monthly Supervisor and Safety Officer Meeting at the last week of . This meeting serves to deploy new safety procedures and reinforce the safety culture at remote operations.

Security and Environmental

still requires 4 of the triangle shaped service (run-service-repair) keys to complete the technicians' sets. In addition, will need one complete set of new keys for the fifth technician (soon to be added at each site).

Turbine SP76 suffered an oil leak when the flare fitting collar for the external oil heater loosened itself. Oil contaminated the tower, but not the surrounding earth. Since this first failure, more loose flare fitting collars have caused oil leaks. The collars had not leaked to this point because the external oil heaters had been valved out for other problems. fixed the other problems and opened the valves as they completed the repairs, exposing the new leaks.

Site Condition

Several Turbines frequently fault with high non-drive end generator bearing temperatures (Mostly ABB generators). has not provided direction on parameter or bearing grease changes, so will complete the semi-annual maintenance with the originally specified Esso Unirex S2 grease.

The canopy latch fasteners have been loosening themselves. recommends replacing the nuts with nyloc style nuts during the semi-annual maintenance.

Operations

The Turbines continued to exhibit stable availability in August. An extremely windy last week of the month led to a decrease in availability as transitioning and crews struggled to keep up with the wind and the leadership changes occurring on site.

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100.00

98.00

96.00 ~ 0

94.00

92.00

90.00

Availability

.... .... ... .... .... ........ ........ ............... .... ........ ..... - .... .... .... ....

1 3 5 7 9 11 13 15 17 19 21 23 25 27 29

Day

....

The pitch system continued to contribute most of the downtime. tightened the contacts on the 1 F2 relay in each pitch axis cabinet during the semi-annual maintenance. This action greatly reduced the amount of pitch downtime; will repeat this procedure during the semi annual maintenance.

Maintenance

Personnel began his career with represents the fifth technician at

the site. In advance of expected upcoming labor shortages in the wind industry, will also hire a fifth technician.

returned to ( worked for at site prior to the expiration of contract.) on as Site Supervisor. will use his experience with and to drive the necessary performance improvements.

Equipment ' progress on generator alignment has been slowed by a damaged shaft alignment tool. expects rapid completion of the annual maintenance once the tool returns. One of the

Alkatronic torque tools has failed, but the failure will not hinder progress at this time.

Parts No parts issues in March.

Activities Site crews completed the break in maintenance on 23 March. The crews will begin the semi annual maintenance after a brief planning period.

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Current T &M Projects Per a conversation with Manager, has been billing for daily inspection and recording of the met mast data for power curve verification testing.

Regulatory Issues

No report for this month.

Method and Calculation

Commentary for March The author did not receive a corrected value for the substation for January, hence the erroneous data point. turbines not properly communicating their generation through SCADA affected the substation values for January.

I. Great Plains Substation Line Loss

... c: c: ~8 ; I! 0.. c: ca CD II) C) CUe( me 0~ ...JUJ CD c: ::i

2.0%

1.5%

1.0%

0.5%

0.0% Jar Feb-

Month

Mar

Performance Indicator Definitions

OSHA Recordable:

Near Miss:

Availability =

Survey Turbine Hours = Lost Turbine Hours=

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Any injury requiring off site first aid or resulting in lost work time.

Any situation which, under different, reasonable circumstances, could have resulted in an OSHA Recordable accident or loss of property.

(Survey Turbine Hours- Lost Turbine Hours)/Survey Turbine Hours

where: #of Turbines in survey * hours in survey. the sum of hours lost to planned downtime and forced downtime.

F-4

Forced Downtime =

Planned Downtime =

Out of Spec Downtime =

CurlailmentDownffme=

GEWE Availability=

ST = Survey Time = SOT= DT= LOT= WOT= EST= MT= RT=

SUPERIOR Generation =

SCADA Generation =

Lost Generation =

Commercial Availability

O&M

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Turbine downtime associated with an unplanned event which does not meet any of the other definitions below. Turbine downtime associated with planned events. If an unpredicted failure repair is to be planned, then 1) the repair must occur in winds below 5 mls 2) the Turbine must remain in "run" mode until the repair occurs, and 3) all parts, labor, and equipment necessary for the repair must be staged at the Turbine prior to the turbine entering "repair" mode. The operating conditions were outside of a specific, written specification of the turbine manufacturer. i.e. high winds, low ambient temperature, etc. The condition must be measurable and specified in writing. Any situation, planned or unplanned, during which the off taker will not receive electrical energy. Note that Out of Spec and Curtailment downtime are not included in the availability calculation.

(ST- DT- MT- RT) I ST. where:

SOT+ DT+ LOT +WOT+ EST+ MT + RT. System OK Time. DownTime. Line Out Time (grid failure). Weather Out Time. External Stop Time (stopped by operator). Maintenance Time (PM). Repair Time (unscheduled).

Net energy delivered at the high side of the 161 kV substation transformers.

Gross energy as measured by the individual Turbine CT and PT and summed across the park. The VisuPro SCADA systems report this summed energy value. "

With the VisuPro SCADA system, estimated daily by multiplying the lost turbine hours and the generation per turbine hour for the available Turbines. " This ratio provides useful insight to total wind park management. Values consistently approaching 1 00% indicate a holistic approach to availability, preventative maintenance, and wind resource management. For the VisuPro SCADA, SCADA Generation I (SCADA Generation+ Lost Energy).

Where the Total Lost Production comes from the Lost Production Report and the Expected Energy comes from the Production

F-5

Capacity Factor=

MTTR=

MTBF=

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Report. Energy associated with not really downtime and weather events is added back into the Total Lost Production figure.

SCAD A Generation I <name plate capacity of Turbine> I <# of turbines> I <days in month> I 24.

Mean Time To Repair. The average time from Turbine unavailable, through repair, to Turbine available.

Mean Time Between Failure. The average trouble-free time between episodes of Turbine unavailability.

F-6

EXHIBITG SAMPLE OPERATING PLAN

sample only Superior Wind Project Wind Plant

FACILITY OPERATING PLAN

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Project Description

The Superior Wind Plant consists of 137 GE 1.5SLE wind turbines with a nameplate capacity of 205.5 MW. The wind plant is located in Wayne County, MN. Each wind turbine is connected to an individual pad mount transformers which steps the voltage up to 34.5kV. Then they are connected to a 34.5kV/115kV substation (owned by Xcel) through approximately 30 miles of 34.5 kV underground collection lines, five sectionalizers and fed into 8 separate feeders. Each turbine utilizes an ABB 1.75 MVA pad mount transformer to step down the voltage to 575vAC. The power produced by the wind plant flows through a 34.5 kV metering/switching yard which includes; the PT's and CT's for metering and relaying, vacuum breakers for circuit switching, and DVAR control equipment. The turbines can be accessed through a combination of county owned I maintained roads and approximately 25 miles of privately owned and maintained roads. The project also has two 70 meter meteorological towers with associated instruments. The met tower and the turbines are all connected via fiber optic cables to the SCADA system host computer located in the projects 60' X 80' shop I warehouse building located next to the substation.

Project Safety:

We have an extensive safety training program that all employees must complete before reporting to their duties, and our employees also undergo safety re-training on an annual basis. All safety training is documented on individual forms and is summarized on the Technician Training Check List (Office Form 1 06) which is reviewed on an annual basis to ensure that each employee's safety training and re-training is always up to date. Please refer to the exhibits section where we have included; a copy of our IIPP.

Staffing

We have assigned an authorized compliment of five field technicians, one supervisor and one project manager to the wind plant. The wind plant will also be monitored by 24/7 operators in a control room (located at ). The operations technicians will be responsible for monitoring the wind plant, performing remote resets and notifying the appropriate personnel when faulted equipment cannot be reset from the control room SCADA system. The field technicians will be responsible for scheduled maintenance on the turbines as well as BOP and will perform certain resets as authorized by the equipment manufacturer.

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The Project Manager will have the overall responsibility of managing the staff, personnel safety, inventory control, interfacing with the local utility and other regulatory bodies, data collection and generating reports. The Project Manager will be supported by ,

located in . Among other responsibilities, will liaise with and coordinate meetings between and the Owners or Owners

representatives, and and the equipment manufacturer. reports to , Vice President of Operations and Maintenance.

Please refer to the exhibits section where we have included resumes for XXX, and

Training

All of the field technicians assigned to this project will be put through extensive classroom and field training. Approximately half of the field technicians assigned to this project will attend a three week GEWE classroom program designed specifically for this turbine, at least one technician will attend a one week training class on the Converter. As a back-up measure,

has also put one of its electrical engineers and two experienced field technicians through the GEWE and Converter programs. These additional technicians are available if needed , during the start up phase to ensure adequate manpower and technical support during this critical time. They continue to be available as back-up support for the project.

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In addition to the above referenced turbine specific training, technicians are trained (both classroom and hands-on) in the general principals of electricity, hydraulics, pneumatics, mechanics, aerodynamics, rigging and various paperwork procedures.

Quality Control

The Service Corporation management has decided that operations, maintenance, replacements, and repairs performed by Service Corporation must be performed in accordance with the ISO 9002 (ANSI/ASQC 092) quality standard. As such, the Service T earn for the Superior wind plant will also conform to these standards.

Turbine Scheduled Maintenance

Scheduled maintenance on the turbines will be performed by technicians in accordance with the O+M Manual which includes a break in service, a semi-annual and annual service. All work will be documented on a work order (hard copy) and entered into electronic data base. The work order will include the equipment ID number, reason for service call, date and time of service, names of technicians, parts used, description of work performed and any follow up comments. The break in service begins within three months of commissioning. The semi-annual service is scheduled six months from the completion of the break in service.

Turbine Unscheduled Maintenance

During the Warranty Period the Turbine Unscheduled Maintenance on the turbines will be performed by the turbine manufacturer. Any Turbine Unscheduled Maintenance that falls outside of the turbine warranty will be performed by technicians.

BOP Maintenance

Maintenance will be performed by or Subcontractor's hired and managed by BOP Scheduled and Unscheduled.

Substation Maintenance

All Scheduled Maintenance and repair on the substation will be the responsibility of . will develop a plan to coordinate with on any events, scheduled or unscheduled

involving power outages at the substation.

Collection System Maintenance

Typically, there is very little unscheduled maintenance required on this type of equipment, as such will likely sub contract this work to approved contractors and supervise their performance.

SCADA System

During the Warranty Period the SCADA system maintenance will be performed by the turbine manufacturer.

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Pad Mount Transformer Maintenance

All pad mount transformer maintenance will be carried out by technicians in accordance with the equipment manufacturer schedule, and technical specifications. Thermal imaging scans will be performed on all pad mount transformers on an annual basis. The transformers will be cleaned and oil samples taken on an annual basis. Typically, there is very little unscheduled maintenance required on this type of equipment, as such, will likely sub contract this work to approved contractors.

Weed Abatement

technicians will monitor and note all weed abatement issues and will coordinate the work with approved contractors as required.

Roads, Gates, and Fences

technicians will monitor and note all road related issues and will coordinate the work with approved contractors as required.

Reporting

will create monthly, quarterly and annual reports detailing the projects operational and financial information as set forth in the O&M agreement. Most of the operational information will be collected from the SCADA system in combination with information from the work orders. Information from the work orders is entered into maintenance management system which automatically generates parts, labor and equipment reports.

Access Control

Upon the date of commissioning, Services assumed operational responsibility for the turbines. At that point will assure there is key control on all locks, make sure tower doors and access road gates are locked and maintained.

Inventory

While still under warranty, the spare parts inventory for the turbines is the responsibility of , the turbine manufacturer. has a regional warehouse located nearby where they

will store a larger inventory of parts. will develop a list of post warranty spare turbine parts, and will submit it for owner approval in advance of the expiration of the warranty.

Operating Budget

Please refer to the exhibits section where we have included copies of the projects budget.

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EXHIBIT H SAMPLE BUDGET FORMAT

Budget for LLC

Costs above Fixed Fees

Does not include unscheduled turbine costs.

Q3-Q4 QS-Q8 Q9-Q12 Q13-Q16

BOP Maintenance Items

~heduled MainteoaocG

Substation O&M

Infrared Testing $1,500 $1,538 $1,576 $1,615

Substation Oil Analysis $450 $461 $473 $485

Substation Maintenance $550 $3,639 $3,730 $3,823

High Voltage $500 $513 $525 $538

Subtotal $3,000 $6,150 $6,304 $6,461

Collection System O&M $9,000 $18,450 $18,911 $19,384

Road Maintenance $30,000 $61,500 $63,038 $64,613

Communications $0 $0 $14,971 $15,346

O&M Facility

O+M Building Maintenance $2,000 $5,000 $5,125 $5,253

Water/Sewer system $3,000 $5,250 $5,381 $5,516

Subtotal $5,000 $10,250 $10,506 $10,769

HazMat Expense $2,500 $5,125 $5,253 $5,384

Meter Testing $0 $15,375 $0 $16,153

Weed Abatement $11,000 $11,275 $11,557 $11,846

Miscellaneous

Blade Washing $0 $0 $0 $0

Safety Supplies $500 $513 $525 $538

FAA Light Repairs $2,500 $2,563 $2,627 $2,692

Consultants $1,000 $2,000 $2,050 $2,101

Other outside services $5,000 $13,375 $13,709 $16,206

Subtotal $9,000 $18,450 $18,911 $21,538

H-1 O&M

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Uns~heduled Main~enancg

Substation $750 $1,538 $1,576 $1,615

Collection System O&M $1,000 $2,050 $2,101 $2,154

Communications $788 $808

Miscellaneous $1,000 $2,050 $2,101 $2,154

Subtotal $2,750 $5,638 $6,566 $6,731

Total $61,250 $140,938 $144,461 $166,380

Unscheduled Maintenance

Substation 20.0% 20.0% 20.0% 20.0%

Collection System O&M 10.0% 10.0% 10.0% 10.0%

Communications 5.0% 5.0% 5.0% 5.0%

Miscellaneous 10.0% 10.0% 10.0% 10.0%

Notes

1. "Miscellaneous" line item is sufficient to cover safety back-up during Phase I.

2. Budget items include applicable sales tax.

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Exhibit I

O&M Building

Wind Protect

1) General Building Layout Structure (a) The following is a breakdown of the building layout by area. Two major & distinct parts of this facility are to be

recognized. The first section of the O&M facility is to be the "Office Area". The second section of the facility is to be the "Warehouse Area". As such, a breakdown of each section is provided below.

i) Total O&M Facility Area: 4,410 sqft (1,490 of Office area & 2,920 sqft of Warehouse area) ( 1) Office Area: 1,490 sqft

(I) General Office Area- 500 sqft (included in this should be (2) private offices & (1) group area). (ii)Reception Area - 240 sqft (included in this area will be a seating area and a reception area). (iii) Conference Room - 240 sqft (iv) Filing and Printer Area - 240 sqft (v) Office Supply Area - 90 sqft (vi) Restroom - 100 sqft (vii) I.T. Equipment I Communications Room- 80 sqft

{2) Warehouse Area: 2,920 sqft (i) Inventory Racking & Shelving Area- 1,500 sqft (main warehouse work area) (ii)Tool Crib Room- 300 sqft (iii) Contained Oil & Grease Room - 150 sqft (iv) Shipping & Receiving Area/Hub - 150 sqft (v) Haz-Mat Storage Room -100 sqft (vi) Defective Inventory Room- 100 sqft (vii) Technicians Room- 500 sqft (viii) Rest Room- 120 sqft

(b) Assume the following height requirements: In the Warehouse Area {Inventory Racking & Shelving Area) the interior clearance height shall be at minimum 14'-0".

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SCHEDULE 6.2 RATE SCHEDULE- FULLY BURDENED

RATES: REGULAR OVERTIME HOLIDAY

Hi-Voltage Labor $71.48 $85.78 $85.78

Field Labor $71.48 $85.78 $85.78

Office Labor (if necessary) $31.50 $39.50 $39.50

Services Parts & Materials:

Travel Cost plus 15%

Meals, Hotels, Subsistence Cost plus 15%

Purchased Spare Parts Cost plus 15%

Work Subcontracted Cost plus 15%

Notations:

1. Rates for Subcontractor work shall not exceed the above rates, including O&M Contractor mark-up.

2. Overtime and Holiday work will be performed only by mutual agreement between O&M Contractor and Owner.

3. Regular work hours shall mean Monday through Friday, 7:00 a.m. to 4:00 p.m., except Holidays.

4. All work performed outside of Regular work shall have a four ( 4) hour minimum charge billed at the Overtime or Holiday rates.

Adjustment

The labor rates set forth in this Schedule shall be increased (but not decreased) annually beginning twelve (12) months from and every twelve (12) months thereafter by a factor of one hundred percent (100%) of the increase in the GOPIPO. Additional adjustment to the Rate Schedule shall be made if the escalation of the cost of the insurance required for the O&M Contractor pursuant to Section 14.1 exceeds the increase in the GDPIPD by more than ten percent (10%). In the case of such event, the Rate Schedule shall be increased by a factor equal to one hundred percent (100%) of the percentage increase in insurance costs.

1-2 O&M

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