MASTER SUPPLY AGREEMENT

Requirements Supplier Agreement

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Alliant Energy Corporate Services, Inc | VESTAS-AMERICAN WIND TECHNOLOGY, INC | WISCONSIN POWER AND LIGHT COMPANY

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Title: MASTER SUPPLY AGREEMENT
Governing Law: New York Date: 8/6/2008

MASTER SUPPLY AGREEMENT, Parties: alliant energy corporate services inc , vestas-american wind technology inc , wisconsin power and light company

Exhibit 10.1

_________________________

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

MASTER SUPPLY AGREEMENT

between

ALLIANT ENERGY CORPORATE SERVICES, INC.,

AS AGENT FOR INTERSTATE POWER AND LIGHT COMPANY AND

WISCONSIN POWER AND LIGHT COMPANY,

as Buyer

and

VESTAS-AMERICAN WIND TECHNOLOGY, INC.

as Supplier

for

WIND TURBINE EQUIPMENT SUPPLY

for

MULTIPLE WIND ENERGY GENERATION FACILITIES

Dated as of June 1, 2008

Table of Contents

Page

ARTICLE 1. DEFINITIONS AND RULES OF INTERPRETATION

1.1 Definitions

1.2 Recitals, Articles, Sections and Exhibits

1.3 Gender

1.4 Successors and Assigns

1.5 Day

1.6 Grammatical Forms

1.7 References to Documents

ARTICLE 2. PURCHASE AND SALE COMMITMENT

2.1 Commitment Quantity

ARTICLE 3. PROJECTS AND PROJECT DOCUMENTS

3.1 Effect of Execution of Project Documents

3.2 Equipment Options Notices

3.3 Project Notices

3.4 Site Review

3.5 Installation Services

3.6 Site Facilities

3.7 Project Documents

3.8 Third Party Owner

ARTICLE 4. PRICING AND PAYMENT

4.1 Wind Turbine Base Price

4.2 Group Base Price

4.3 Payments for Wind Turbine Base Price

4.4 Optional Equipment Payments

4.5 Application of Payments to Project Contract Price

4.6 Hedging

4.7 Adjustments

4.8 Invoicing

4.9 Disputed Payments

4.10 Late Payments

4.11 Taxes

4.12 Supplier MSA Parent Guaranty

4.13 Buyer Payment Security

ARTICLE 5. TITLE, RISK OF LOSS, CARE, CUSTODY AND CONTROL

5.1 Title

5.2 Risk of Loss

ARTICLE 6. DELIVERY AND STORAGE

6.1 Delivery of Wind Turbines

6.2 Storage

6.3 Maintenance During Storage

6.4 Extended Storage

6.5 Guaranteed Delivery Dates

6.6 Supplier Permits

6.7 Standard of Performance

6.8 Supplier’s Manager

6.9 Subcontractors and Vendors

6.10 Liens

6.11 Taxes

6.12 Manufacturing Facility

ARTICLE 7. ADDITIONAL BUYER OBLIGATIONS

7.1 Right of Access

7.2 Transportation Access

7.3 Loading, Unloading and Delivery Device Return

7.4 Standard of Performance

7.5 Buyer’s Manager

7.6 Buyer Permits

7.7 Hazardous Site Conditions

7.8 Soil and Subsurface Conditions

ARTICLE 8. PROPRIETARY RIGHTS

8.1 Grant of and Rights to License

8.2 No Copies

8.3 Proprietary Notices

8.4 No Reverse Engineering

8.5 Improvements

8.6 Ownership

8.7 Enforcement

8.8 Durations and Transfers

8.9 Government End Users

8.10 Export Restrictions

8.11 Reservation of Rights

ARTICLE 9. EXCUSABLE EVENTS

9.1 Excusable Events

9.2 Change Order for Excusable Event

9.3 Procedures upon Excusable Event or Force Majeure

9.4 Burden of Proof

ARTICLE 10. CHANGE ORDERS

10.1 Change Order

10.2 Change Order Process

10.3 Default Change Order Pricing

10.4 Change Order Restrictions

10.5 No Change

10.6 Accounting and Auditing

ARTICLE 11. INSURANCE

ARTICLE 12. LIMITATIONS ON LIABILITY

12.1 Overall Limitation of Liability

12.2 Consequential Damages

12.3 Releases Valid in All Events

12.4 Survival

ARTICLE 13. CONFIDENTIALITY AND PUBLICITY

13.1 Confidential Information

13.2 Publicity

13.3 Survival

13.4 Remedies

ARTICLE 14. REPRESENTATIONS AND WARRANTIES OF SUPPLIER

14.1 Due Organization; Valid Existence; Qualified to do Business

14.2 Due Authorization

14.3 Execution and Delivery

14.4 Governmental Approvals

14.5 Permits

14.6 Accuracy of Information

14.7 Title

14.8 Rights to Licensed Materials

ARTICLE 15. REPRESENTATIONS AND WARRANTIES OF BUYER

15.1 Due Organization; Valid Existence; Qualified to do Business

15.2 Due Authorization

15.3 Execution and Delivery

15.4 Governmental Approvals

15.5 Permits

15.6 Accuracy of Information

15.7 Correct Project Commercial Information

ARTICLE 16. DEFAULT AND TERMINATION

16.1 Supplier Defaults

16.2 Buyer Defaults

16.3 Cure of an Event of Default

16.4 Event of Default Remedies

16.5 Termination For Buyer Event of Default

16.6 Termination For Supplier Event of Default

16.7 Termination For Force Majeure Event

16.8 Limitations on Transfer of Title Upon Termination

16.9 Surviving Obligations

ARTICLE 17. INDEMNIFICATION

17.1 Indemnification By Buyer

17.2 Indemnification By Supplier

17.3 Comparative Negligence

17.4 Indemnity from Liens

17.5 Indemnification Procedure

17.6 Infringement Indemnification by Supplier

17.7 Infringement Indemnification by Buyer

17.8 Survival

ARTICLE 18. DISPUTE RESOLUTION

18.1 Referral to Senior Management

18.2 Arbitration Procedure

18.3 Fees

18.4 Performance During Dispute

18.5 Third Parties

18.6 Resolution of Project Document Disputes

18.7 Independent Engineer

18.8 Language

18.9 Survival

ARTICLE 19. GENERAL PROVISIONS

19.1 Waiver

19.2 Right of Waiver

19.3 Successors and Assigns

19.4 Notices

19.5 Governing Law

19.6 Consent to Jurisdiction

19.7 Amendments

19.8 Entire Agreement

19.9 Independent Contractor

19.10 Survival

19.11 Further Assurances

19.12 Counterparts

19.13 NO IMPLIED WARRANTIES

19.14 Headings

19.15 No Rights in Third Parties

19.16 Severability

19.17 Joint Effort

19.18 Effectiveness

19.19 English Language Documents

19.20 Notices, Consents and Approvals in Writing

19.21 Federal Contractor Requirements

List of Exhibits

Exhibit A

Delivery Schedule

A.1

Group 1 Wind Turbine Delivery Schedule

A.2

Group 2 Wind Turbine Delivery Schedule

A.3

Group 3 Wind Turbine Delivery Schedule

Exhibit B

Form of Equipment Options Notice

Exhibit C

Form of Project Notice

Exhibit D

Form of Turbine Supply Agreement

Exhibit E

Form of Turbine Supply and Installation Agreement

Exhibit F

Form of Service Agreement

Exhibit G

Form of Manufacturing Capacity Allocation Certificate

Exhibit H

Form of Ex Works Certificate

Exhibit I

Form of Delivery Certificate

Exhibit J

Approved Major Subcontractors

Exhibit K

Storage Requirements

Exhibit L

Storage Instructions

Exhibit M

Delivery Device Storage Fees

Exhibit N

Form of Delayed Project Documents Execution Certificate

Exhibit O

Form of Delayed Commissioning Completion Certificate

Exhibit P

Form of Delayed Substantial Completion Certificate

Exhibit Q

Form of Delayed Final Completion Certificate

Exhibit R

Form of Delayed SCADA Completion Certificate

Exhibit S

Site Facilities

S.1

Site Facilities Requirements

S.2

Site Facilities Lease

Exhibit T

Annual Fee Parameters

Exhibit U

Payment Schedules

U.1

Payment Schedule

U.2

Accelerated Payment Schedule

Exhibit V

Form of Application for Payment

Exhibit W

Supplier’s Account Information

Exhibit X

Form of Change Order

Exhibit Y

Form of Escrow Agreement

Exhibit Z

Insurance Requirements

Exhibit AA

Form of Supplier MSA Parent Guaranty

Exhibit BB

Form of Letter of Credit

Exhibit CC

Form of Buyer MSA Parent Guaranty

Exhibit DD

Site Review Criteria

Exhibit EE

Initial Proposed Redactions

Exhibit FF

Supplier’s Standard Rate Schedule

MASTER SUPPLY AGREEMENT

This MASTER SUPPLY AGREEMENT (hereinafter this “ Agreement ”) is entered into this 1 ^st day of June, 2008 (the “ Effective Date ”), between Vestas-American Wind Technology, Inc., a California corporation (hereinafter “ Supplier ” or “ Vestas ”), and Alliant Energy Corporate Services, Inc., as agent for Interstate Power and Light Company, an Iowa corporation, and Wisconsin Power and Light Company, a Wisconsin corporation (hereinafter “ Buyer ”). Supplier and Buyer are referred to individually herein as a “ Party ” and collectively as the “ Parties .”

RECITALS:

A.	WHEREAS, Supplier, either directly or through Affiliates, is engaged in the business of manufacturing and delivering wind power plant equipment and parts and providing related services.

B.	WHEREAS, Buyer, either directly or through Owners, is developing wind power generation facilities.

C.	WHEREAS, Buyer wishes to secure a firm commitment from Supplier for (a) the supply of designated quantities of wind turbine generator sets and related equipment to be installed in various projects Buyer intends to develop and (b) related services.

D.	WHEREAS, Supplier wishes to secure a firm commitment from Buyer for the purchase of (a) such designated quantities of wind turbine generator sets and related equipment and (b) related services.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1.

DEFINITIONS AND RULES OF INTERPRETATION

1.1 Definitions . Initially-capitalized terms used in this Agreement (including the preamble and Recitals hereto) and not otherwise defined herein shall have the meanings specified below:

“ AAA ” has the meaning set forth in Section 18.2 .

“ Acceptable Bank ” shall mean (i) an organization that is a “bank” within the meaning of Section 9-102(a)(8) of the New York Uniform Commercial Code, incorporated or otherwise organized and doing business within the United States, having a Credit Rating on the date of issuance of the Payment Letter of Credit, and thereafter at all times until the Payment Letter of Credit is no longer required, of at least ______ ^* by Standard & Poor’s and _____ ^* by Moody’s (and in each case not on credit watch for a possible downgrade below such levels), that is acceptable to the appropriate credit, risk or other approval committees or officers of Supplier, that is not a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer and that is not involved in any litigation, dispute or arbitration proceeding between Supplier, on the one hand, and such Acceptable Bank, on the other hand, or (ii) such other Person that is acceptable to Supplier in its sole discretion.

“ Acceptable Site Review ” means a Standard Unqualified Site Review, a Standard Qualified Site Review, or a Conditional Site Review with Project Document Modifications, as applicable, accepted by the Designated Owner.

“ Action ” has the meaning set forth in Section 8.7 .

“ Actual Hedge Rate ” has the meaning set forth in Section 4.6.1 .

“ Actual Hedging Date ” has the meaning set forth in Section 4.6.1 .

“ Adjustable Portion ” has the meaning set forth in Section 4.2 .

“ Advanced Grid Option ” means the integrated turbine system solution that provides low voltage ride through, as more particularly described in Exhibit D.1.4 to the form of Supply Agreement.

“ Affiliate ” means, as to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person in question. For the purposes of this definition, the concept of “control,” when used with respect to any specified Person, shall signify the possession of the power to direct the management and policies of such Person, whether through the ownership of voting securities or partnership or other ownership interests.

“ Aggregate Base Price ” means the aggregate of the Base Prices for all of the Wind Turbines, and includes (i) ____ ^* SCADA System servers and (ii) ____ ^* containers of Lifting and Rigging Equipment, and is set forth in the Payment Schedule.

“ Agreement ” has the meaning set forth in the preamble hereto.

“ Alternate Delivery Location ” means a Buyer Alternate Delivery Location or a Supplier Alternate Delivery Location, as applicable.

“ Annual Fee ” has the meaning set forth in the applicable Service Agreement.

“ Annual Fee Parameters ” means the parameters set forth in Exhibit T , as may be adjusted in accordance with Project Document Modifications.

” Anticipated Delivery Date ” means the anticipated date for Delivery of the Wind Turbines within the applicable Group of Wind Turbines to the Assumed Delivery Point set forth on Exhibit A.1 , A.2 A.3 , as applicable, as the same may be adjusted pursuant to Section 6.1.1(ii) or Article 10 .

“ Anticipated Hedging Date ” means (i) with respect to the Group 1 Wind Turbines and the Group 2 Wind Turbines, the first Business Day immediately following Supplier’s receipt of the payment due under Section 4.3.1 , and (ii) with respect to the Group 3 Wind Turbines, the Business Day designated by Buyer as the date on which Buyer wishes to hedge the Adjustable Portion of the Group 3 Base Price in a written notice delivered to Supplier, which date shall be no earlier than fourteen (14) days after the date such notice is delivered to Supplier and no later than twenty one (21) days before the payment under Section 4.3.3(i) is due for the Group 3 Wind Turbines.

“ Applicable Laws ” means, with respect to each Party, all laws, codes, ordinances, statutes, rules, regulations, orders, decrees, judgments, injunctions, notices or binding agreements promulgated or entered into by any Governmental Authority having jurisdiction over such Party, the Project or such Party’s obligations under this Agreement, as the same may be modified, amended or repealed from time to time.

“ Application for Payment ” has the meaning set forth in Section 4.8.1 .

“ Approved Major Subcontractor ” means a Person identified in Exhibit J .

“ Arbitration Notice ” has the meaning set forth in Section 18.2 .

“ Assign ” or “ Assignment ” means (i) an assignment, transfer or pledge of this Agreement, whether such assignment, transfer or pledge is by operation of law or otherwise, and (ii) a Change in Control of a Party.

“ Assignee ” means (i) the Person to whom this Agreement is transferred, whether by Assignment, transfer, pledge or succession by operation of law or otherwise, or (ii) the Person who acquired control of a Party pursuant to a Change in Control of such Party.

“ Assumed Delivery Point ” means the location or locations in Franklin County, Iowa for any Group of Wind Turbines for which IPL is the Designated Owner and the location or locations in Freeborn County, Minnesota for any Group of Wind Turbines for which WPL is the Designated Owner, as designated by Buyer, complying with the Storage Requirements to allow the Turbine Equipment to be stored in accordance with the Storage Instructions.

“ Assumed Hedging Rate ” has the meaning set forth in Section 4.3.1 .

“ Availability Covenants ” means the obligations of Supplier described in Section 2.3 to the form of Service Agreement and Exhibit D to the form of Service Agreement.

“ Bank Credit Downgrade Event ” means that the Credit Rating of an Acceptable Bank that provided a Payment Letter of Credit falls below the minimum required levels specified therefor or an Acceptable Bank is placed on credit watch for a possible downgrade below the minimum levels specified therefor.

“ Base Price ” has the meaning set forth in Section 4.1 and is set forth in the Payment Schedule.

“ Blade Set ” means a complete set of three (3) blades for a Wind Turbine.

“ Business Day ” means every day other than a Saturday, Sunday or a day on which banks are required or authorized by law or executive order to close in the State of Oregon, the State of New York, the State in which the Delivery Point is located, or, with respect to Section 4.6 only, the Kingdom of Denmark.

“ Buyer ” has the meaning set forth in the preamble to this Agreement.

“ Buyer Alternate Delivery Location ” means the delivery location selected by Buyer in accordance with Section 6.1.1 that complies with Exhibit K (the Storage Requirements) to allow the Turbine Equipment to be stored in accordance with Exhibit L (the Storage Instructions) and permits Supplier to Deliver the relevant Turbine Equipment through the railhead at Calmar, Iowa.

“ Buyer Data ” has the meaning set forth in Section 8.6.2 .

“ Buyer Event of Default ” has the meaning set forth in Section 16.2 .

“ Buyer Indemnified Party ” has the meaning set forth in Section 17.2 .

“ Buyer Intellectual Property ” has the meaning set forth in Section 17.7.1 .

“ Buyer MSA Parent Guaranty ” means a parent guaranty executed by Buyer Parent for the benefit of Supplier, which parent guaranty shall be substantially in the form of Exhibit CC .

“ Buyer Parent ” means Alliant Energy Corporation, a Wisconsin corporation.

“ Buyer Permits ” has the meaning set forth in Section 7.6 .

“ Buyer Responsible Party ” means Buyer, its subcontractors, or any Person or entity directly employed by any of them, or any Person or entity for whose acts any of them is liable.

“ Buyer’s Manager ” has the meaning set forth in Section 7.5 .

“ Change in Control ” means, with respect to a Party, a transaction or series of transactions where the Persons who hold fifty percent (50%) or more of the equity ownership of a Party or have the power to direct the management and policies of such Party prior to such transaction or series of transactions cease to hold fifty percent (50%) or more of the equity ownership of such Party or have the power to direct the management and policies of such Party as a result of such transaction or series of transactions.

“ Change in Law ” means, (A) after the Effective Date, the enactment, adoption, promulgation, modification or repeal of any Applicable Law; or (B) the imposition of any material conditions on the issuance or renewal of any applicable Permit after the Effective Date (notwithstanding the general requirements contained in any applicable Permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation).

“ Change Order ” has the meaning set forth in Section 10.1 .

“ Change Order Information ” has the meaning set forth in Section 10.2 .

“ Climatic Data Sheet ” has the meaning set forth in the applicable Supply Agreement.

“ Commissioning ” means the Supplier's performance of certain activities listed on the applicable commissioning completion checklist under the applicable Supply Agreement.

“ Component ” means a Turbine Nacelle, blade, Hub or Tower section, as applicable.

“ Conditional Site Review ” has the meaning set forth in Section 3.4.2 .

“ Confidential Information ” has the meaning set forth in Section 13.1.1 .

“ Credit Rating ” means, for any Person, the long-term corporate credit rating or the unsecured, senior long term and unenhanced debt rating of such Person, as given by Standard & Poor’s or Moody’s, as applicable.

“ Delayed Commissioning Completion Certificate ” means a certificate in the form of Exhibit O that is delivered in accordance with Section 4.3.3(iv) .

“ Delayed Final Completion Certificate ” means a certificate in the form of Exhibit Q that is delivered in accordance with Section 4.3.3(vi) .

“ Delayed Project Documents Execution Certificate ” means a certificate in the form of Exhibit N that is delivered in accordance with Section 4.3.3(i) .

“ Delayed SCADA Completion Certificate ” means a certificate in the form of Exhibit R that is delivered in accordance with Section 4.3.3(vii) .

“ Delayed Substantial Completion Certificate ” means a certificate in the form of Exhibit P that is delivered in accordance with Section 4.3.3(v) .

“ Deliver ”, “ Delivered ” or “ Delivery ” means that Supplier has transported the relevant portion of the Turbine Equipment to the Delivery Point and (i) in the case of transportation to the Assumed Delivery Point or the Buyer Alternate Delivery Location, has made such Turbine Equipment available for offloading or (ii) in the case of transportation to the Supplier Alternate Delivery Location, has offloaded such Turbine Equipment.

“ Delivery Certificate ” means a certificate in the form of Exhibit I that is delivered in accordance with Section 6.1.2 .

“ Delivery Delay Liquidated Damages ” has the meaning set forth in Section 6.5.2 .

“ Delivery Devices ” means the parts container, the Hub stands, the nootebooms, the frames and racks for the blades and Turbine Nacelles, Tower feet, transport stands and such other items listed on Exhibit M .

“ Delivery Point ” means, as determined in accordance with Section 6.1.1 , (i) the Assumed Delivery Point, (ii) an Alternate Delivery Location, (iii) a Site Delivery Point or (iv) any other location mutually agreed to in writing by the Parties after the Effective Date.

“ Designated Owner ” means the applicable Owner that Buyer has designated in writing as being the Person that will take title to the applicable Group of Wind Turbines. As of the Effective Date, IPL is the Designated Owner of the Group 1 Wind Turbines and WPL is the Designated Owner of the Group 2 Wind Turbines and the Group 3 Wind Turbines; provided that Buyer has the right to reallocate the Groups of Wind Turbines, in whole or in part, among WPL and IPL.

“ Designated Owner 1 ^st Credit Downgrade Event ” means the (a) Credit Rating, by Standard & Poor’s or Moody’s, of the relevant Designated Owner falls by two ratings below such Designated Owner’s Credit Rating on the Effective Date but remains above BBB- by Standard & Poor’s and Baa3 by Moody’s, or (b) such Designated Owner is placed on credit watch for a possible downgrade that would result in such Designated Owner’s Credit Rating falling by two ratings below such Designated Owner’s Credit Rating on the Effective Date.

“ Designated Owner 2 ^nd Credit Downgrade Event ” means the Credit Rating of the relevant Designated Owner falls such that it is at or below BBB- by Standard & Poor’s or Baa3 by Moody’s or such Designated Owner is placed on credit watch for a possible downgrade below such minimum levels.

“ Disclosing Party ” has the meaning set forth in Section 13.1.1 .

“ Dispute ” has the meaning set forth in Section 18.1 .

“ Dollar ” or “ $ ” means a dollar of the U.S.

“ Effective Date ” has the meaning set forth in the preamble hereto.

“ Environmental Laws ” means all Applicable Laws relating in any way to the environment, preservation or reclamation of natural resources, the management, environmental release or threatened environmental release of any Hazardous Substance or to health and safety matters, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq. as amended by the Superfund Amendments and Reauthorization Act of 1986; the Resource Conservation and Recovery Act, as the same may be amended from time to time, 42 U.S.C. §§ 6901 et seq. ; the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq. ; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq. ; the Clean Air Act, 42 U.S.C. §§ 7401 et seq .; the Clean Water Act, 33 U.S.C. §1251 et seq. ; the Safe Drinking Water Act, 42 U.S.C. §§ 3803 et seq. ; the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq. ; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq. ; the Hazardous Material Transportation Act, 49 U.S.C. §§ 1801 et seq .; the Uranium Mill Tailings Radiation Control Act, 42 U.S.C. §7901 et seq ; the Federal Insecticide, Fungicide and Rodenticide Act, 7 § U.S.C. 4901 et seq ; the National Environmental Policy Act, 42 U.S.C. §4321 et seq; the Noise Control Act, 42 U.S.C. §4901 et seq ; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq. ; and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter promulgated thereunder and any state and local counterparts or equivalents, in each case as amended from time to time.

“ EPT ” means Eastern Prevailing Time.

“ Equipment Options Notice ” means a written notice substantially in the form of Exhibit B that is delivered in accordance with Section 3.2 .

“ Equipment Options Notice Outside Date ” means (i) with respect to the Group 1 Wind Turbines, the earlier of (a) the execution date of the Project Documents for the Group 1 Wind Turbines, or (b) June 2, 2008 and (ii) with respect to the Group 2 Wind Turbines and the Group 3 Wind Turbines, the date that is ____ ^* months prior to the first Guaranteed Delivery Date for the relevant Group of Wind Turbines.

“ Equipment Supply Obligations ” has the meaning set forth in the form of Turbine Supply Agreement.

“ Escrow Agreement ” means the documentary escrow agreement between and among Supplier, Buyer, Supplier Parent and Germanischer Lloyd Industrial Services GmbH or such other escrow agent as is mutually acceptable to Supplier, Supplier Parent and Buyer, substantially in the form of Exhibit Y and executed and delivered in accordance with Section 6.4.2 .

“ Euro ” or “ € ”means the single lawful currency of the participating member states of the European Union.

“ Event of Default ” means either a Buyer Event of Default or a Supplier Event of Default, as applicable.

“ Ex Works ” means, with respect to any Component of Turbine Equipment, such Component of Turbine Equipment has been completely manufactured and assembled (except to the extent further assembly thereof on the Project Site is contemplated by the Technical Specifications or the form of Supply Agreement) and loaded for transportation from Supplier’s or the applicable Vendor’s manufacturing facilities to the Delivery Point.

“ Ex Works Certificate ” means a certificate in the form of Exhibit H that is delivered in accordance with Section 4.3.3(ii) .

“ Excusable Event ” has the meaning set forth in Section 9.1 .

“ Existing Master Agreements ” means those “frame agreements” and “master purchase agreements” in effect on the Effective Date between Supplier and any Subcontractor or Vendor pursuant to which Supplier may purchase all or a portion of the Turbine Equipment or perform all or a part of Supplier’s obligations hereunder pursuant to purchase orders, including the “frame agreement” between Supplier and Supplier Parent respecting, among other things, an exclusive distribution license to sell wind turbines in North America.

“ Force Majeure Event ” means any event which is not within the reasonable control of the Party affected, and with the exercise of due diligence, could not reasonably be prevented, avoided or removed by such Party, and does not result from such Party’s negligence or the negligence of its agents, employees or subcontractors, which causes the Party claiming that a Force Majeure Event occurred to be delayed, in whole or in part, or unable, to partially or wholly perform its obligations under this Agreement (other than a lack of funds or finances) or that damages (or is reasonably expected to damage) equipment, including: natural disasters; landslides; drought; fire; flood; extreme weather conditions, including those affecting visibility; earthquake; lightning; hail; hurricanes; tornados; tsunamis; ice and ice storms; perils of sea; volcanic activity; epidemic; war (whether declared or undeclared) or other armed conflict; acts of God or the public enemy; riot; explosions; civil disturbance; sabotage; strikes, lockouts or labor disputes (except for strikes, lockouts or labor disputes isolated to the Party claiming a Force Majeure Event); vandalism; terrorism or documented threats of terrorism; action, ruling, decree or injunction of a Governmental Authority; seasonal or weather based road restrictions as issued by any Governmental Authority; blockades; accidents in shipping or transportation (but solely to the extent such accident would itself be a Force Majeure Event if the Person shipping or transporting were a party hereto); and the closing of or congestion (beyond reasonably foreseeable levels) in any harbor, dock, port, canal or area adjunct thereto. Force Majeure Events include the failure of a contractor, subcontractor or supplier to furnish labor, services, materials or equipment in accordance with its contractual obligations (but solely to the extent such failure is itself due to a Force Majeure Event). Force Majeure Events shall not include (a) a Party’s financial inability to perform under this Agreement, (b) a failure of equipment except if caused by a Force Majeure Event, (c) unavailability of replacement or spare parts except if caused by a Force Majeure Event, (d) sabotage by employees or any contractors, subcontractors or suppliers of the Party claiming the Force Majeure Event, or (e) Buyer’s failure to obtain or maintain a Permit that impacts Supplier’s obligations hereunder.

“ Fuel Price ” means the _____ ^* -day rolling average price of bunker fuel IFO380 in Rotterdam as published on the web site www.bunkerworld.com/markets/prices/nl_rtm_____ ^* .html (or if such price shall cease to be published, such other price as may be reasonably agreed by Buyer and Supplier).

“ Fuel Price _____ ^* ” means the Fuel Price for the _____ ^* day period ending on _____ ^* , being $_____ ^* per metric ton.

“ Fuel Price ______ ^* ” means the Fuel Price for the last _____ ^* -day period for which the Fuel Price is published on the Business Day immediately preceding _____ ^* .

“ Governmental Authority ” means any federal, state, local, municipal or other governmental, regulatory, administrative, judicial, public or statutory instrumentality, court or governmental tribunal, agency, commission, authority, body or entity, or any political subdivision thereof, having legal jurisdiction over the matter or Person in question.

“ Group 1 Base Price ” means the sum of the Base Prices of the Group 1 Wind Turbines.

“ Group 1 Wind Turbines ” means the one hundred twenty-one (121) Wind Turbines with the Guaranteed Delivery Dates set forth in Exhibit A.1 , the one (1) SCADA System associated with such Wind Turbines and one (1) set of Lifting and Rigging Tools for use with construction of such Wind Turbines in accordance with a Turbine Supply Agreement.

“ Group 2 Base Price ” means the sum of the Base Prices of the Group 2 Wind Turbines.

“ Group 2 Wind Turbines ” means the one hundred twenty-two (122) Wind Turbines with Guaranteed Delivery Dates set forth in Exhibit A.2 , the one (1) SCADA System associated with such Wind Turbines and one (1) set of Lifting and Rigging Tools for use with construction of such Wind Turbines in accordance with a Turbine Supply Agreement.

“ Group 3 Base Price ” means the sum of the Base Prices of the Group 3 Wind Turbines.

“ Group 3 Wind Turbines ” means the sixty (60) Wind Turbines with Guaranteed Delivery Dates set forth in Exhibit A.3 , the one (1) SCADA System associated with such Wind Turbines and one (1) set of Lifting and Rigging Tools for use with construction of such Wind Turbines in accordance with a Turbine Supply Agreement.

“ Group Base Price ” means the Group 1 Base Price, the Group 2 Base Price or the Group 3 Base Price, as applicable.

“ Group Maximum Liability ” means the applicable Group Base Price plus (or minus ) the amount of the fuel and steel price adjustments described in Section 4.7 plus any additional amounts payable with respect to any Change Orders issued for the relevant Group of Wind Turbines plus the price of any Optional Equipment purchased pursuant to this Agreement for the relevant Group of Wind Turbines.

“ Group of Wind Turbines ” means the Group 1 Wind Turbines, the Group 2 Wind Turbines or the Group 3 Wind Turbines, as applicable.

“ Guaranteed Delivery Dates ” means the guaranteed dates for Delivery of the Wind Turbines within the applicable Group of Wind Turbines to the Assumed Delivery Point set forth on Exhibit A.1 , A.2 A.3 , as applicable, as the same may be adjusted pursuant to Section 6.1.1(ii) or Article 10 .

“ Hazardous Substances ” means all explosive or radioactive substances and all hazardous or toxic substances, wastes, emissions, or other pollutants, including petroleum or petroleum distillates, waste, product or related materials, asbestos or asbestos containing materials, polychlorinated biphenyls, radioactive chemicals, chemicals known or suspected to cause cancer or reproductive toxicity, radon gas, infectious or medical wastes and all other substances, pollutants or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedging Bank ” means any internationally recognized bank of good reputation, as may be reasonably selected by Supplier.

“ Hub ” means the hub of a Wind Turbine to which the blades are attached as described in Exhibit D of the applicable form of Supply Agreement.

“ INCOTERMS 2000 ” means the International Rules for the Interpretation of Trade Terms as prepared by the International Chamber of Commerce and as may be amended, supplemented or replaced from time to time.

“ Indemnified Party ” has the meaning set forth in Section 17.5 .

“ Indemnifying Party ” has the meaning set forth in Section 17.5 .

“ Independent Engineer ” means Global Energy Concepts or, if Global Energy Concepts is unavailable, Garrad Hassan, or if neither such Persons are available, such other independent engineer agreed by the Parties.

“ Infringement Claim Costs ” means any and all judgments, damages, fines, awards, penalties and interest associated with any of the foregoing, that, in each case, are finally awarded in a claim for which an Indemnifying Party is obligated to indemnify an Indemnified Party under Sections 17.6 or 17.7 , and costs and expenses, including reasonable attorneys’ fees, court costs and other reasonable costs of bonds, suit, arbitration, dispute resolution or other similar proceedings associated with defending such claim.

“ Initial Down Payment ” means the payment made by Buyer pursuant to Section 4.3.1 .

“ Installation Services ” means, for any Project, the assembly, erection and installation of the Wind Turbines at the Project Site by Supplier or a subcontractor of Supplier, all as more particularly described in the form of Turbine Supply and Installation Agreement.

“ Intellectual Property ” means all (i) recognized protectable intellectual property existing from time to time under any laws or regulations, including patents, copyrights, copyrightable works, corporate names, logos, slogans, trade names, trademarks, trade dress, service marks, applications for any of the foregoing, software, firmware, trade secrets, mask works, industrial design rights, rights of priority, know how, design flows, methodologies and any and all intangible protectable proprietary information that is legally recognized and (ii) algorithms, designs, drawings, formulae, know-how, ideas, concepts, inventions, plans, processes, software, techniques, tools, trade secrets, hardware, works of authorship, and other technology, whether or not protectable by any form of intellectual property rights. Supplier’s Intellectual Property includes (i) all patents issued to Supplier, Supplier Parent or their Affiliates, in any country including supplemental protection certificates that have issued or in the future issue from any of the foregoing and utility models, design patents and certificates of invention, (ii) all patent applications filed by Supplier, Supplier Parent or their Affiliates in any country, (iii) all divisionals, substitutes, continuations, continuations-in-part, reissues, re-examination certificates, renewals, extension or additions to any such patents and patent applications (as applicable), (iv) any other patents and industrial designs, as well as applications with respect to the same, developed by Supplier, Supplier Parent, or their Affiliates, (v) any confidential trade secrets related to research, development, design, construction, manufacturing, financing, logistics, erection, running, maintenance, repair, dismantling of Turbine Equipment and wind power technology developed by Supplier, Supplier Parent, or their Affiliates, (vi) any software contained or embedded in the Turbine Equipment and (vii) any standalone software developed by Supplier, Supplier Parent or their Affiliates.

“ Interim Service Fee ” has the meaning set forth in the applicable Service Agreement.

“ IPL ” means Interstate Power and Light Company, an Affiliate of Buyer.

“ License ” has the meaning set forth in Section 8.1 .

“ Licensed Patents ” means, collectively, the following patents that are issued to Supplier, Supplier Parent or any of their Affiliates and that would necessarily be infringed by the use, offer, sale, remanufacture, maintenance, or importation of any part of the Turbine Equipment, as permitted and contemplated herein: (a) all patents issued in the Territory as of the Effective Date, (b) any patents that issue from patent applications in the Territory pending as of, or filed after, the Effective Date and (c) any continuations, continuations in part, divisions, reissues, and all patents issuing therefrom.

“ Licensed Technology ” means, collectively, all of the following owned by Supplier, Supplier Parent or their Affiliates: (a) training processes and the contents of any manuals, use instructions and other documentation relating to the Turbine Equipment provided to Buyer, (b) the Licensed Patents and the technology defined by the claims of the Licensed Patents, (c) software and firmware embedded in or integrated with the Turbine Equipment, including the SCADA System, (d) the Technical Specifications, (e) any other trade secrets, proprietary information and know-how provided or disclosed by Supplier for Buyer’s use under this Agreement and (f) any improvements of or updates to any of the foregoing provided to Buyer.

“ Lien ” means, with respect to any property or asset, any mortgage, deed of trust, lien, pledge, charge, security interest, or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected or effective under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“ Lift Assist Device ” means a climbing aid for vertical ladders, as more particularly described in Exhibit D.6.2 to the form of Supply Agreement.

“ Lifting and Rigging Equipment ” means the equipment to be set forth on Exhibit A.5 to the applicable Turbine Supply Agreement.

“ Local Roads ” means those roads starting (a) after the end of the last publicly maintained road with a load bearing capacity of at least 20,000 lbs per axle that is closest to the relevant Project Site or (b) immediately before the first intervening, unavoidable bridge, en route to the Project Site that does not have a load bearing capacity of at least 20,000 lbs per axle.

“ Losses ” means claims, judgments, demands, damages, fines, losses, liabilities, offsets, interest, awards, penalties and costs and expenses, including reasonable attorneys’ fees, court costs and other reasonable costs of suit, administrative proceedings, administrative investigations, litigation, arbitration, dispute resolution or other similar proceedings.

“ Low Temperature Package ” means the arctic specification for a Wind Turbine, as more particularly described in Exhibit D.1.6 to the form of Supply Agreement.

“ Major Subcontract ” means any agreement with a Subcontractor to perform any components of Supplier’s obligations hereunder the cost of which, under the relevant Subcontract, exceeds $_____ ^* .

“ Maximum Level ” has the meaning set forth in Section 4.6.1 .

“ Maximum Liability ” means the Aggregate Base Price plus any additional amounts payable with respect to any Change Orders issued for the relevant Group of Wind Turbines plus the price of any Optional Equipment purchased pursuant to this Agreement for the relevant Group of Wind Turbines plus (or minus ) the amount of the fuel and steel price adjustments described in Section 4.7 less the aggregate of the Project Contract Prices for the Projects for which Project Documents have been executed and delivered.

“ Moody’s ” means Moody's Investor Services Inc.

“ Nominated Wind Turbines ” has the meaning set forth in Exhibit O to the applicable Supply Agreement.

“ Operating Manual ” has the meaning set forth in the form of Turbine Supply Agreement.

“ Optional Equipment ” means the optional equipment for the Turbine Equipment set forth on Exhibit B .

“ Overpayment ” has the meaning set forth in Section 6.5.4 .

“ Owner ” means (i) Wisconsin Power and Light Company, (ii) Interstate Power and Light Company or (iii) any Person reasonably approved by Supplier that is an Affiliate of Buyer and owns a Project; provided that in no event shall Owner be a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer.

“ Party ” or “ Parties ” has the meaning set forth in the preamble hereto.

“ Party Representative ” or “ Parties’ Representatives ” has the meaning set forth in Section 18.1 .

“ Payment Letter of Credit ” means one or more standby payment letter(s) of credit, substantially in the form of Exhibit BB and otherwise in form and substance reasonably acceptable to Supplier and Buyer, issued for the benefit of Supplier by an Acceptable Bank and which (i) permits the beneficiary thereof to assign or otherwise transfer its interest without the consent of such Acceptable Bank, (ii) are drawable in full if not renewed or replaced with a letter of credit in substantially the same form as the Payment Letter of Credit at least twenty one (21) days prior to its expiry unless such expiration date is more than twenty one (21) days after Buyer is scheduled to make its final payment of the relevant Group Base Price, (iii) have collectively, at all times, a stated amount of not less than the Payment Security Amount, (iv) are payable and drawable at an office of such issuing bank in New York City, or location otherwise reasonably acceptable to Supplier, (v) are payable in immediately available funds in Dollars and, unless Supplier hedges the Adjustable Portion in accordance with Section 4.6 , Euros and (vi) are governed by the Uniform Customs and Practice for Documentary Credits (2007) Revision International Chamber of Commerce Publication No. 600, or by subsequent Uniform Customs and Practice fixed by subsequent Congresses of the International Chamber of Commerce, and any amendments or additions thereto, and, to the extent not governed thereby, the laws of the State of New York.

“ Payment Schedule ” means the payment schedule set forth in Exhibit U.1 or, if the terms and conditions set forth in Section 4.13.1 are applicable, the accelerated payment schedule set forth in Exhibit U.2 .

“ Payment Security ” means (i) the executed Buyer MSA Parent Guaranty, or (ii) if Buyer Parent Credit Rating is less than investment grade, the Payment Letter of Credit.

“ Payment Security Amount ” means the lesser of (i) the then-outstanding amount of the applicable Group Base Price plus any amounts past due for the applicable Group of Wind Turbines under Section 4.7 or (ii) the amount of the applicable Group Base Price payable for all payments due after Ex Works plus any amounts past due for the applicable Group of Wind Turbines under Section 4.7 .

“ Permits ” means any valid waiver, exemption, variance, franchise, permit, authorization, license or similar order of or from, or filing or registration with, or notice to, any Governmental Authority having jurisdiction over the matter in question.

“ Person ” means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, governmental or political subdivision or agency thereof.

“ Prime Rate ” means the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks, also known as the “prime rate,” as published in the Wall Street Journal on the last Business Day of the most recent calendar month.

“ Project ” means a single wind power generation facility at which Supplier shall Commission the Turbine Equipment pursuant to a Supply Agreement.

“ Project Base Price ” has the meaning set forth in Section 4.1 .

“ Project Contract Price ” means the total contract price to be calculated for a Project based on the designated Equipment Supply Obligations or Work, as applicable, for a Project, to include the Project Base Price, plus , in each of the following cases, if applicable, (i) the price applicable to Optional Equipment, (ii) the price applicable to the Installation Services, (iii) the price applicable to the Transportation Services, (iv) the prices applicable to any SCADA System in excess of the amounts included in the Aggregate Base Price, (v) the prices applicable to any Lifting and Rigging Equipment in excess of the amounts included in the Aggregate Base Price, and (vi) any amounts payable for Taxes pursuant to Section 4.11 less , if applicable, any amounts payable pursuant to Section 6.5 .

“ Project Document Modifications ” has the meaning set forth in Section 3.4.2 .

“ Project Documents ” means, for each Project, (i) the Turbine Supply Agreement or the Turbine Supply and Installation Agreement, as applicable, and (ii) the Service Agreement.

“ Project Documents Commencement Date ” means, for any Project, (i) if Supplier will not be providing Installation Services, not less than _____ ^* months following execution and delivery by Supplier and the Designated Owner of the Project Documents and (ii) if Supplier will be providing Installation Services, not less than _____ ^* months following execution and delivery by Supplier and the Designated Owner of the Project Documents; provided that if Project Documents for the Proposed Group 1 Project are executed on or before June 30, 2008, the Project Documents Commencement Date for the Proposed Group 1 Project shall be the first Guaranteed Delivery Date for the Group 1 Wind Turbines or such other date as may be agreed by the Parties prior to the execution of Project Documents.

“ Project Notice ” means a written notice substantially in the form of Exhibit C that is delivered in accordance with Section 3.3 .

“ Project Site ” means all those parcels of land subject to the Real Property Rights in favor of the Designated Owner on which a Project shall be located, as more particularly described in the applicable Supply Agreement.

“ Project Site Data ” means all data relating to the Project Site that is gathered or prepared by or on behalf of Buyer or the Designated Owner and provided to Supplier, including (a) the information contemplated in Exhibit H to the applicable form of Supply Agreement, (b) complete wind resource and relevant site data (including the topographic characteristics of the Project Site), (c) a summary of historical climatic conditions at the Project Site available to Buyer for the Project Site, including a one-year wind data series with ten (10) minute statistics from a representative position on the Project Site, (d) a complete set of the data required for the Climatic Data Sheet, (e) a wind rose and data on extreme wind and turbulence conditions and (f) any other information supplied by Buyer and utilized by Supplier in making its determination with respect to Project Specific Operational Requirements.

“ Project Specific Operational Requirements ” means any Wind Turbine operational requirements or limitations that Buyer would have to comply with in order for Supplier to provide the Warranties and the Availability Covenants for the relevant Project determined in accordance with the Site Review Criteria.

“ Proposed Group 1 Project ” means the proposed project at which all of the Group 1 Wind Turbines will be erected and installed located in Franklin County, Iowa and more commonly known as “Whispering Willow”.

“ Prudent Wind Industry Practices ” means, in connection with the design, construction and unloading of components, with respect to Buyer, and the supply, servicing, transportation, and unloading of components, with respect to Supplier, for wind power generation systems of the type and size and having geographical attributes similar to the Projects contemplated hereunder, those practices, methods, specifications and standards of safety, performance, dependability, efficiency and economy generally recognized by industry members in the U.S. as good and proper, and such other practices, methods or acts which, in the exercise of reasonable judgment by those reasonably experienced in the industry in light of the facts known at the time a decision is made, would be expected to accomplish the result intended at a reasonable cost and consistent with Applicable Laws, reliability, safety and expedition. Prudent Wind Industry Practices are not intended to be limited to the optimum practices, methods or acts to the exclusion of all others, but rather to be a spectrum of good and proper practices, methods and acts.

“ Real Property Rights ” means all rights in or to real property, including leases, agreements for use or access, Permits, easements, licenses, rights of way, and utility and railroad crossing rights required to be obtained or maintained in connection with the Delivery of the Turbine Equipment to the Assumed Delivery Point or the Buyer Alternate Delivery Location.

“ Receiving Party ” has the meaning set forth in Section 13.1.1 .

“ Reference Documents ” has the meaning set forth in the form of Service Agreement.

“ Representative Agreement ” means any confidentiality, non-disclosure or similar agreement between Buyer or its Affiliates and any third party with respect to Confidential Information.

“ Rules ” has the meaning set forth in Section 18.2 .

“ Sales Taxes ” means all applicable sales, use, gross receipts, services or similar taxes (including any and all items of withholding, deficiency, penalty, interest, or assessment related thereto) imposed by any Governmental Authority in connection with the purchase of the Turbine Equipment or the performance of Supplier’s other obligations under this Agreement.

“ SCADA System ” means the remote control and monitoring system for the Wind Turbines, as more particularly described in Exhibit D.2.1 to the applicable form of Supply Agreement.

“ Service Agreement ” means a Service and Maintenance Agreement substantially in the form attached hereto as Exhibit F , as may be adjusted in accordance with Project Document Modifications.

“ Service Lift ” means the service lift located inside the Tower of a Wind Turbine, as more particularly described in Exhibit D.6.1 of the form of Supply Agreement.

“ Services ” has the meaning set forth in the Service Agreement.

“ Site Delivery Point ” means the individual Wind Turbine location or other locations at the Project Site(s) designated by Buyer pursuant to Section 6.1.1(ii) that permits Supplier to Deliver the relevant Turbine Equipment through the railhead at Calmar, Iowa.

“ Site Facilities ” means the site facilities to be constructed by Owner at the Project Site at the election of Supplier pursuant to Section 3.6 .

“ Site Facilities Lease ” means the lease for the Site Facilities substantially in the form of Exhibit S.2 .

“ Site Facilities Requirements ” means the minimum requirements for the Site Facilities set forth on Exhibit S.1 .

“ Site Review Criteria ” means the then-current criteria utilized by Supplier in making its determinations regarding acceptance of site plans and imposition of project specific operational requirements, as more particularly described in Exhibit DD .

“ Soil or Subsurface Condition ” means any soil, geotechnical or subsurface condition including geological conditions, groundwater conditions, types of surface or subsurface soil, the presence of caverns or voids, religious artifacts, archaeological items, biological matter, the presence of Hazardous Substances at the Delivery Point, and the existence, location or condition of underground pipelines and conduits or other manmade structures, materials or equipment.

“ Standard & Poor’s ” means Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.).

“ Standard Qualified Site Review ” has the meaning set forth in Section 3.4.2 .

“ Standard Unqualified Site Review ” has the meaning set forth in Section 3.4.2 .

“ Steel Price ” means (i) with respect to the Group 1 Wind Turbines the price indicated for Hot-Rolled Plates, Asian Carbon Steel Product Prices ($/metric ton), column “Hot Rolled Plate” for the identified month, as set forth in the MEPS Asian Carbon Steel Prices published monthly by MEPS (International) LTD, and (ii) with respect to the Group 2 Wind Turbines and the Group 3 Wind Turbines, the price indicated for Hot-Rolled Plates, North American Carbon Steel Product Prices ($/metric ton), column “Hot Rolled Plate” for the identified month, as set forth in the MEPS North American Carbon Steel Prices published monthly by MEPS (International) LTD.

“ Steel Price ____ ^* ” means the Steel Price _____ ^* for the Group 1 Wind Turbines is $_____ ^* , and for the Group 2 Wind Turbines and the Group 3 Wind Turbines is $_____ ^* .

“ Steel Price _____ ^* ” means the Steel Price for the last period for which the Steel Price is published on the _____ ^* immediately preceding the date that is _____ ^* days prior to the scheduled date of _____ ^* of the first Tower section in the relevant Group of Wind Turbines.

“ Storage Instructions ” means the instructions set forth in Exhibit L .

“ Storage Requirements ” means the requirements set forth in Exhibit K .

“ Subcontract ” means any contract, agreement, purchase order, arrangement or understanding between Supplier and a Subcontractor in respect of any of the obligations of Supplier hereunder.

“ Subcontractors ” means any subcontractor of services to Supplier in connection with the performance of any of its obligations at the Delivery Point.

“ Supplier ” has the meaning set forth in the preamble to this Agreement.

“ Supplier Alternate Delivery Location ” means the delivery location selected by Supplier in accordance with Section 6.1.1(iii) that complies with Exhibit K (the Storage Requirements) to allow the Turbine Equipment to be stored in accordance with Exhibit L (the Storage Instructions) and permits Supplier to Deliver the relevant Turbine Equipment through the railhead at Calmar, Iowa.

“ Supplier Event of Default ” has the meaning set forth in Section 16.1 .

“ Supplier Indemnified Party ” has the meaning set forth in Section 17.1 .

“ Supplier MSA Parent Guaranty ” means a parent guaranty executed by Supplier Parent for the benefit of Buyer, which parent guaranty shall be substantially in the form of Exhibit AA .

“ Supplier Parent ” means Vestas Wind Systems, A/S, a company organized under the laws of the Kingdom of Denmark.

“ Supplier Permits ” has the meaning set forth in Section 6.6 .

“ Supplier Responsible Party ” means Supplier, its Subcontractors or any Person or entity directly employed by any of them, or any Person or entity for whose acts any of them are liable during the performance of Supplier’s obligations under this Agreement.

“ Supplier’s Manager ” has the meaning set forth in Section 6.8 .

“ Supply Agreement ” means a Turbine Supply Agreement or a Turbine Supply and Installation Agreement, as applicable.

“ Taxes ” means any and all forms of applicable taxation, charges, duties, imposts, levies and rates imposed by the U.S. or any other Governmental Authority (other than income taxes and Sales Taxes), including withholding taxes, corporation tax, capital gains tax, capital transfer tax, inheritance tax, water rates, value added tax, customs duties, capital duty, excise duties, betterment levy, stamp duty, stamp duty reserve tax, national insurance, social security or other similar contributions, and generally any tax, duty, impost, levy, rate or other amount and any interest, penalty or fine in connection therewith.

“ Technical Specifications ” has the meaning set forth in the form of Supply Agreement.

“ Territory ” means the U.S.

“ Third Party Controversy ” has the meaning set forth in Section 18.5 .

“ Third Party Owner ” has the meaning set forth in Section 3.8.1 .

“ Tower ” means a steel tubular tower on which a Wind Turbine will be mounted, including all ladders, platforms, internal lighting, safety equipment and all parts and assemblies necessary for a complete turbine tower, all as described in Exhibit D.3 to the form of Supply Agreement, but specifically excluding anchor bolts, nuts and washers for the Tower foundations.

“ Transportation Services ” means, for any Project, transportation of the Turbine Equipment from the Delivery Point to the Site Delivery Point, all as more particularly described in the applicable Supply Agreement.

“ Turbine Equipment ” means the Wind Turbines, Towers and SCADA System and all other materials and equipment supplied or incorporated into a Project by Supplier pursuant to the applicable Supply Agreement or this Agreement, as applicable.

“ Turbine Nacelle ” means the turbine nacelle component of a Wind Turbine, including gearbox, generator, blade pitch controls and nacelle yaw controls, and associated control and ancillary equipment as described in Exhibit D of the applicable form of Supply Agreement, but excluding the blades, Hubs and Towers.

“ Turbine Supply Agreement ” means a Wind Turbine Supply Agreement substantially in the form of Exhibit D attached hereto, as may be adjusted in accordance with Project Document Modifications.

“ Turbine Supply and Installation Agreement ” means a Wind Turbine Supply and Installation Agreement substantially in the form of Exhibit E attached hereto, as may be adjusted in accordance with Project Document Modifications.

“ U.S. ” means the United States of America.

“ Vendors ” means any supplier of equipment to Supplier or its Affiliates in connection with the performance of Supplier’s obligations hereunder.

“ Warranties ” has the meaning set forth in the form of Supply Agreement.

“ Wind Turbine ” means a Vestas model V82-1.65 MW (Mark V or later) wind turbine generator conforming to Exhibit D to the applicable form of Supply Agreement, including the Turbine Nacelle, Tower, Hub, Blade Set, controller, control panels, anemometers, Full-Load Power Factor Correction option, Advanced Grid Option, Low Temperature Package, any Optional Equipment elected in accordance with Section 3.2 and, as applicable, a Service Lift or Lift Assist Device.

“ Work ” has the meaning set forth in the form of Turbine Supply and Installation Agreement.

“ WPL ” means Wisconsin Power and Light Company, an Affiliate of Buyer.

1.2 Recitals, Articles, Sections and Exhibits . References to Recitals, Articles, Sections and Exhibits are, unless otherwise indicated, to Recitals of, Articles of, Sections of and Exhibits to this Agreement. All Exhibits attached to this Agreement are incorporated herein by this reference and made a part hereof for all purposes. References to an Exhibit shall mean the referenced Exhibit and any sub-exhibits, sub-parts, components or attachments included therewith.

1.3 Gender . As used in this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural, and vice versa .

1.4 Successors and Assigns . Unless expressly stated otherwise, references to a Person include its successors and permitted assigns and, in the case of a Governmental Authority, any Person succeeding to its functions and capacities.

1.5 Day . As used in this Agreement, references to “days” shall mean calendar days, unless the term “Business Days” is used. If the time for performing an obligation under this Agreement expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day.

1.6 Grammatical Forms . As used in this Agreement, where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; the words “herein,” “hereunder” and “hereof” refer to this Agreement, taken as a whole, and not to any particular provision of this Agreement; “including” means “including, for example and without limitation,” and other forms of the verb “to include” are to be interpreted similarly.

1.7 References to Documents . As used in this Agreement, all references to a given agreement, instrument or other document shall be a reference to that agreement, instrument or other document as modified, amended, supplemented and restated through the date as of which such reference is made. Any term defined or provision incorporated in this Agreement by reference to another document, instrument or agreement shall continue to have the meaning or effect ascribed thereto whether or not such other document, instrument or agreement is in effect.

ARTICLE 2.

PURCHASE AND SALE COMMITMENT

2.1

Commitment Quantity .

2.1.1 Buyer hereby agrees to obtain and purchase from Supplier, and Supplier hereby agrees to provide and sell to Buyer, three hundred three (303) Wind Turbines and related Turbine Equipment and certain warranties with respect to such Wind Turbines, all pursuant to the terms and conditions of Supply Agreements, which the Parties shall cause to be completed, executed and delivered according to this Agreement; and

2.1.2 Buyer hereby agrees to obtain from Supplier, and Supplier hereby agrees to provide to Buyer, certain services with respect to the maintenance, servicing and repair of the Wind Turbines and certain Availability Covenants, all pursuant to the terms and conditions of Service Agreements, which the Parties shall cause to be completed, executed and delivered according to this Agreement.

ARTICLE 3.

PROJECTS AND PROJECT DOCUMENTS

3.1 Effect of Execution of Project Documents . It is the intent of the Parties to execute Project Documents for all Turbine Equipment to be supplied by Supplier and purchased by the Designated Owner hereunder. Upon execution and delivery of the Project Documents for a Project in accordance with this Agreement, each Party’s obligations under this Agreement with respect to the corresponding Wind Turbines and related Turbine Equipment for such Project shall be superseded and replaced by the obligations arising under the relevant Project Documents for each such Project and neither Party shall have any further liability or obligation under this Agreement with respect to such Wind Turbines and related Turbine Equipment; provided that (i) the provisions of Article 13 shall survive the execution of Project Documents with respect to Confidential Information disclosed hereunder, (ii) the provisions of Article 5 shall survive the execution of Project Documents to the extent that Turbine Equipment is Delivered to the Delivery Point hereunder, and (iii) if the relevant Project Documents are terminated in accordance with Section 19.12 of the relevant Supply Agreement, each Parties’ obligations under this Agreement with respect to the corresponding Wind Turbines shall be reinstated. From and after the date of execution and delivery of Project Documents for a Project, Supplier’s and the Designated Owner’s obligations with respect to the corresponding Wind Turbines and related Turbine Equipment for such Project shall be governed by the Project Documents for such Project.

3.2

Equipment Options Notices .

3.2.1 The Base Price does not include any Optional Equipment for the Wind Turbines. Buyer may specify Optional Equipment for the applicable Group of Wind Turbines on or before the applicable Equipment Options Notice Outside Date by identifying such Optional Equipment in an Equipment Options Notice that is executed and delivered to Supplier.

3.2.2

Each Equipment Options Notice shall:

(i) indicate the number of Optional Equipment elected for the relevant Wind Turbines; and

(ii)

specify any other relevant details with respect to the foregoing.

3.3

Project Notices .

3.3.1 Buyer shall execute and deliver to Supplier a Project Notice for each of the proposed Projects.

3.3.2

Each Project Notice shall:

(i) indicate the name and location of the Project at which the Wind Turbines will be erected and installed, provided that such location shall be on land and within the states of Iowa, Minnesota and Wisconsin;

(ii) indicate the number of Wind Turbines to be erected and installed at such Project, provided that Buyer may not designate less than _____ ^* Wind Turbines for any single Project,

(iii) indicate the Wind Turbines with specific Optional Equipment to be erected and installed at such Project, provided that all such Wind Turbines must contain the same Optional Equipment;

(iv) indicate the number of SCADA System servers to be installed at the Project, provided that Buyer shall not designate less than one (1) SCADA System server for each Project;

(v)

attach the Project Site Data for such Project; and

(vi)

specify any other relevant details with respect to the foregoing.

3.4

Site Review .

3.4.1 Supplier shall commence reviewing the Project Site Data and other attributes of the Project Site, including the wind and other climatic conditions at a proposed Project Site, following receipt of a Project Notice delivered in accordance with Section 3.3 ; provided , however , that, Supplier shall have no obligation to review such conditions with respect to more than two (2) Project Sites proposed by Buyer within any sixty (60) day period. Supplier shall perform such review in accordance with the Site Review Criteria and Prudent Wind Industry Practices. Supplier shall not be required to perform an analysis of the wind resource or the Wind Turbine siting for optimization purposes. Notwithstanding Supplier’s review of the Project Site Data, it shall be the exclusive responsibility of Buyer and the Designated Owner to ensure that the design and layout of the Project Site, wind resource, climatic conditions, topography, grid connection and Project Site are suitable for the Project and support the power output projections for the Project.

3.4.2 Within sixty (60) days following receipt of a complete Project Notice for a potential Project, Supplier shall notify Buyer whether, based on the Site Review Criteria and Prudent Wind Industry Practices, the Project Site Data and other attributes of the Project Site are such that (i) Supplier would provide the Warranties and the Availability Covenants for such Project on the terms and conditions set forth in the forms of Project Documents attached hereto and in accordance with the Annual Fee Parameters without any Project Specific Operational Requirements (a “ Standard Unqualified Site Review ”), (ii) Supplier would provide the Warranties and the Availability Covenants for such Project on the terms and conditions set forth in the forms of Project Documents attached hereto and in accordance with the Annual Fee Parameters with specified Project Specific Operational Requirements (a “ Standard Qualified Site Review ”), (iii) Supplier would provide the Warranties and the Availability Covenants for such Project with specified modifications to the terms and conditions to the Supply Agreement and/or Service Agreement and/or any adjustments to the Annual Fee Parameters that would be required for Supplier to enter into Project Documents for such Project (such additional terms and conditions and/or adjustments, collectively, “ Project Document Modifications ”) and, if applicable, Project Specific Operational Requirements (a “ Conditional Site Review ”) or (iv) Supplier will not provide the Warranties or the Availability Covenants for such Project.

3.4.3 If Supplier provides Project Specific Operational Requirements in connection with any Standard Qualified Site Review or Conditional Site Review for any Project in accordance with Section 3.4.2 , and Buyer objects to such Project Specific Operational Requirements, then either Party may submit the question of whether Supplier properly applied the Site Review Criteria to the Project Site Data to the Independent Engineer pursuant to Section 18.7 . If Supplier refuses to provide the Warranties or the Availability Covenants for a Project, and Buyer disputes such determination, then either Party may submit the question of whether Supplier properly applied the Site Review Criteria to the Project Site Data to the Independent Engineer pursuant to Section 18.7 . Buyer may not submit any other issue concerning Supplier’s evaluation of the Project Site Data and the determination of whether Supplier is willing to provide the Warranties or the Availability Covenants to dispute resolution pursuant to Article 18 .

3.4.4 Supplier shall not be required to execute and deliver Project Documents for a Project until (a) Supplier has determined that it would provide the Warranties and the Availability Covenants for such Project and (b) the Project Specific Operational Requirements, if any, have been determined. If Supplier notifies Buyer of any Project Document Modifications that are not acceptable to Buyer, Supplier shall have no obligation to enter into Project Documents for such Project. If Buyer accepts the Project Document Modifications, the Parties shall complete the Project Documents with such Project Document Modifications in accordance with Section 3.7 .

3.4.5 If the Parties have not entered into Project Documents for a Project within six (6) months following completion of an Acceptable Site Review for such Project, then Supplier shall have the option to (i) require Buyer to provide updated Project Site Data with respect to such Project and (ii) re-perform the Project Site review in accordance with the provisions of this Section 3.4 . If Supplier exercises such option, any Acceptable Site Review previously provided by Supplier with respect to the applicable Project shall be null and void and have no further force or effect.

3.5 Installation Services . Buyer may request Supplier to provide a proposal for Installation Services at any time prior to the execution of Project Documents. Following receipt of such a request, Supplier may request from Buyer, and Buyer shall provide, such additional information relating to the Project Site and the proposed schedule for performance of Owner’s obligations under the Turbine Supply and Installation Agreement that Supplier deems necessary to determine whether it is reasonably capable of providing Installation Services for the Project and to prepare a proposal for such Installation Services. If, based on the information provided by Buyer, Supplier determines that it is reasonably capable of providing Installation Services for the Project, Supplier shall provide to Buyer a proposal for Installation Services within ____ ^* month following receipt of a request from Buyer. Such proposal shall include (i) the pricing for the Installation Services based on the information provided by Buyer, (ii) the proposed Guaranteed Facility Substantial Completion Date for the obligations of Supplier at the Project Site, and (iii) any items that are not otherwise provided for in this Agreement but are needed to complete the applicable Turbine Supply and Installation Agreement to include such Installation Services. Such proposal shall be valid for a period of _____ ^* months from the date of delivery to Buyer thereof, after which Supplier may revoke the quote by issuing written notice to Buyer. Buyer shall accept or reject such proposal in writing prior to the expiration or revocation thereof. If Buyer accepts such proposal for such Installation Services, Supplier shall provide such Installation Services for the Project pursuant to the Turbine Supply and Installation Agreement. Supplier shall have no obligation to provide Installation Services for any Project unless and until Supplier and Owner have agreed to the terms of and executed the Turbine Supply and Installation Agreement for such Installation Services.

3.6

Site Facilities .

3.6.1 For each Project other than the Proposed Group 1 Project, Supplier shall have the right to require Buyer or Owner to construct Site Facilities in accordance with the Site Facilities Requirements pursuant to the relevant Project Documents upon notice delivered to Buyer prior to the execution of Project Documents. Upon receipt of any such notice, Buyer shall identify the potential location for the Site Facilities, perform a Phase I environmental study on the relevant real property, and provide a copy of such study to Supplier. Supplier shall notify Buyer within one (1) month whether it will proceed with the Site Facilities Lease at that location. If such location is unacceptable to Supplier due to the results of the Phase I environmental study, the Parties shall cooperate, acting reasonably and in good faith, to identify an alternate location, mutually acceptable to the Parties, for the Site Facilities. The Site Facilities Lease shall be executed contemporaneously with the Project Documents.

3.6.2 If the Parties are unable to agree to any items required for completion of the Site Facilities Lease that are not already set forth in the form of Site Facilities Lease, the Parties shall attempt to resolve the matter in accordance with Section 18.1 . If the Parties are unable to resolve the matter in accordance with Section 18.1 , either Party may submit any pending items to the dispute resolution procedures set forth in Section 18.2 .

3.7

Project Documents .

3.7.1 The Parties shall use diligent, timely, and commercially reasonable and good faith efforts to agree as promptly as practicable after the completion of an Acceptable Site Review to all items required for completion of the Project Documents that have not been agreed to pursuant to this Agreement or the proposals contemplated in Sections 3.4 and 3.5 and promptly following such agreement, shall execute the relevant Project Documents. The Parties acknowledge and agree that Supplier may revise and update the exhibits attached to the forms of Project Documents a reasonable period of time prior to the execution of Project Documents for any Project to reflect Supplier’s then-current technical and other specifications for the Turbine Equipment, which updates are subject to Buyer’s review and approval, which approval shall not be unreasonably withheld. Any failure by Buyer to approve such revisions or updates in accordance with this Section 3.7.1 shall not adversely affect the Warranties provided under the Supply Agreements or the Services provided under the Service Agreement.

3.7.2

For each Project:

(i) the date of commencement of the Work or the Equipment Supply Obligations, as applicable, at the Project Site shall be the Project Documents Commencement Date;

(ii) the coordinates and number of Nominated Wind Turbines shall be selected in accordance with the methodology set forth in Exhibit O to the Turbine Supply Agreement.

(iii) the Annual Fee and the Interim Service Fee to be inserted in the Service Agreement shall be equal to the amount calculated in accordance with the Annual Fee Parameters. The Annual Fee and the Interim Service Fee may be adjusted pursuant to Section 3.4.2 , and the Annual Fee shall be adjusted pursuant to the Service Agreement.

(iv)

The start of the Local Roads shall be identified.

3.7.3 If the Parties are unable to agree to any items required for completion of the Project Documents that have not been agreed to pursuant to this Agreement (including Section 3.7.2 ) or the proposals contemplated in Section 3.5 or Section 6.1.1(ii) , the Parties shall attempt to resolve the matter in accordance with Section 18.1 . If the Parties are unable to resolve the matter in accordance with Section 18.1 , either Party may submit any pending items to the dispute resolution procedures set forth in Section 18.6 . Promptly following resolution of the dispute, the Parties shall execute the relevant Project Documents.

3.8

Third Party Owner .

3.8.1 Selection of Third Party Owner . If after using diligent efforts the Designated Owner for the relevant Group of Wind Turbines receives an order from a Governmental Authority that rejects its request to construct one or more Projects using the Group 2 Wind Turbines and/or the Group 3 Wind Turbines or such order contains terms and conditions that are inconsistent with the past orders of such Governmental Authority and are unacceptable to such Designated Owner, as solely determined by the Designated Owner, and an Affiliate of Buyer does not have any potential Project at which such Wind Turbines can be used, Buyer may designate a single owner that is not an Affiliate of Buyer (a “ Third Party Owner ”) for a Project using such Wind Turbines, subject to the following conditions:

(i) Supplier shall have approved such Third Party Owner, which approval shall not be unreasonably withheld, conditioned or delayed provided that (a) such Third Party Owner or an Affiliate of such Third Party Owner is not a wind turbine manufacturer or a wind turbine service provider, (b) such Third Party Owner or an Affiliate of such Third Party Owner is not in litigation, arbitration or other dispute resolution proceeding with Supplier or an Affiliate of Supplier, (c) such Third Party Owner is a creditworthy entity with a Credit Rating on the date the Third Party Owner Project Documents are executed at least equal to the Credit Rating of Buyer Parent on the Effective Date, or such Third Party Owner provides payment security that satisfies the requirements for the Payment Security required hereunder, and (d) has not requested that Supplier provide pricing for wind turbines within the six (6) months preceding the date of designation of such Third Party Owner;

(ii) the consideration received by Buyer or the Designated Owner, as applicable, for the Wind Turbines plus the amount owed to Supplier with respect to such Wind Turbines as of the date the Project Documents are executed shall not, without Supplier’s prior written approval, which approval shall not be unreasonably withheld, be less than the Base Price for such Wind Turbines set forth in the Payment Schedule multiplied by the number of Wind Turbines;

(iii) Buyer or the Designated Owner, as applicable, shall reimburse Supplier for Supplier’s reasonable costs and expenses incurred in connection with executing Project Documents with the Third Party Owner, provided that Supplier shall promptly and diligently issue Project Documents for Third Party Owner review and, if requested by such Third Party Owner, promptly commence and diligently proceed with good faith negotiations of such Project Documents and provided, further, that, without limiting Supplier’s other rights hereunder, Supplier will use reasonable commercial efforts to cooperate with Buyer in identifying and referring Buyer to potential Third Party Owners;

(iv) if the total price to be paid by the Third Party Owner for the Wind Turbines (including payment to be made to Supplier and payments the Third Party Owner may make to Buyer or the Designated Owner) less the costs and expenses reasonably incurred by Buyer and those costs and expenses for which Supplier is reimbursed pursuant to Section 3.8.1(iii) exceeds the Base Price for such Wind Turbines multiplied by the number of Wind Turbines, then, to the extent that Buyer or the Designated Owner, as applicable, receives such payments, Buyer or the Designated Owner, as applicable, shall pay to Supplier _____ ^* % of such excess amount, on an after tax basis, as determined by Buyer or the Designated Owner in accordance with its standard accounting practices.

(v) any Payment Security established pursuant to Section 4.13 shall remain in full force and effect until the earlier of (a) the Third Party Owner provides alternate payment security reasonably acceptable to Supplier or (b) thirty (30) days after the execution date of the Third Party Project Documents. Supplier shall notify Buyer that Project Documents were executed with the Third Party Owner within three (3) Business Days after execution thereof.

3.8.2 Effectiveness of Agreement . Notwithstanding the foregoing, the provisions of this Agreement shall remain in full force and effect and shall continue to govern the selection of Projects and the execution of Project Documents until Supplier and such Third Party Owner have executed Project Documents for such Wind Turbines. Buyer may, on written notice to Supplier, elect to designate an alternate Third Party Owner in accordance with this Section 3.8 , and the process described herein may be repeated until Supplier and such Third Party Owner have executed Project Documents.

3.8.3 Effect of Execution of Third Party Project Documents . Upon execution and delivery of the Project Documents with a Third Party Owner for a Project in accordance with this Agreement, each Party’s obligations under this Agreement with respect to the corresponding Wind Turbines and related Turbine Equipment for such Project shall be superseded and replaced by the obligations arising under the relevant Project Documents for each such Project and no Party shall have any further liability or obligation under this Agreement with respect to such Wind Turbines and related Turbine Equipment; provided that (i) the provisions of Article 13 shall survive the execution of Project Documents with respect to Confidential Information disclosed hereunder, and (ii) the provisions of Article 5 shall survive the execution of Project Documents to the extent that Turbine Equipment is Delivered to the Delivery Point hereunder. From and after the date of execution and delivery of Project Documents with a Third Party Owner for a Project, Supplier’s and the Third Party Owner’s obligations with respect to the corresponding Wind Turbines and related Turbine Equipment for such Project shall be governed by the Project Documents for such Project.

ARTICLE 4.

PRICING AND PAYMENT

4.1 Wind Turbine Base Price . The base price per Wind Turbine for each Wind Turbine supplied pursuant to the terms hereof or a Supply Agreement executed and delivered in accordance with this Agreement (the “ Base Price ”) is set forth on the Payment Schedule. The base price for a Project shall be determined by multiplying the Base Price by the number of Wind Turbines for such Project (the “ Project Base Price ”). For the avoidance of doubt, the Project Base Price does not include the Annual Fee under the Service Agreement.

4.2 Group Base Price . The Group Base Price for each Group of Wind Turbines is set forth on the Payment Schedule in Dollars and Euros. If the Euro portion of the applicable Group Base Price (the “ Adjustable Portion ”) is hedged as contemplated by Section 4.6 , the Euro portion will be converted and calculated in Dollars as contemplated by Section 4.6 , such that, from and after the Actual Hedging Date, the Group Base Price for the applicable Group of Wind Turbines shall be stated in Dollars only. The Group Base Price and the other amounts payable hereunder is an all inclusive price for Supplier's performance under this Agreement with respect to the relevant Group of Wind Turbines.

4.3

Payments for Wind Turbine Base Price .

4.3.1 Initial Down Payment . Within ____ ^* after the Effective Date, the Designated Owner shall pay to Supplier, as a down payment for the Group 1 Wind Turbines, the amount set forth in the Payment Schedule designated as the “Initial Down Payment” for the Group 1 Wind Turbines, with the Adjustable Portion to be converted, for purposes of making such down payment only, to Dollars based on the Euros to Dollars exchange rate on oanda.com on May 28, 2008 at 4 p.m. Eastern Standard Time, which rate is ____ ^* Euros per Dollar (the “ Assumed Hedging Rate ”).

4.3.2 Manufacturing Capacity Allocation Payment . Following receipt by Buyer of Supplier’s certificate, substantially in the form of Exhibit G , that it has allocated manufacturing capacity for the Group 2 Wind Turbines and the Group 3 Wind Turbines, the Designated Owner shall pay, in accordance with Section 4.8 , to Supplier the amount set forth in the Payment Schedule designated as the “Manufacturing Capacity Allocation Payment” for the Group 2 Wind Turbines and the Group 3 Wind Turbines, provided, however that Supplier may issue such certificate no earlier than May 15, 2009.

4.3.3 Delay Payments . Without limiting the provisions of Section 3.1 , the following provisions of this Section 4.3.3 shall apply only in the event that Project Documents have not been executed for the relevant Turbine Equipment or Component thereof:

(i) Project Documents Payment . On or before the date that is _____ ^* days prior to the first Guaranteed Delivery Date for the relevant Group of Wind Turbines, Buyer shall pay to Supplier the amount set forth in the Payment Schedule designated as the “Project Documents Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery of a Delayed Project Documents Execution Certificate and payable in accordance with Section 4.8 .

(ii) Ex Works . Upon achievement of Ex Works of the Turbine Equipment, or any Component thereof, Buyer shall pay to Supplier a pro rata portion based on the number of Components having achieved such status equal to the amount set forth in the Payment Schedule designated as the “Ex Works Payment” for the relevant Group of Wind Turbines. Such amounts shall be payable in accordance with Section 4.8 after presentation of (i) an Ex Works Certificate executed by, or on behalf of, Supplier specifying the applicable Turbine Equipment that is Ex Works, together with an invoice for such payment and (ii) a copy of a bill of lading (or other applicable transport documentation evidencing shipment) respecting such Turbine Equipment, together with an invoice for such payment and a list of serial numbers for each Component that has achieved Ex Works.

(iii) Delivery . Upon Delivery of the Turbine Equipment, or any Component thereof to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Components Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “Delivery Payment” for the relevant Group of Wind Turbines. Such amounts shall be payable in accordance with Section 4.8 after the applicable Components are Delivered to the Delivery Point, as evidenced by a Delivery Certificate executed by, or on behalf of, Supplier and countersigned or deemed countersigned by Buyer.

(iv) Commissioning . On or before the date that is _____ ^* days following the date of Delivery of the Turbine Equipment to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Wind Turbines Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “Commissioning Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery of a Delayed Commissioning Completion Certificate and payable in accordance with Section 4.8 .

(v) Substantial Completion . On or before the date that is _____ ^* days following the date of Delivery of the Turbine Equipment to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Wind Turbines Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “Substantial Completion Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery to Buyer of a Delayed Substantial Completion Certificate and payable in accordance with Section 4.8 .

(vi) Final Completion . On or before the date that is _____ ^* days following the date of Delivery of the Turbine Equipment to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Wind Turbines Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “Final Completion Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery to Buyer of a Delayed Final Completion Certificate and payable in accordance with Section 4.8 .

(vii) SCADA Completion . On or before the date that is _____ ^* days following the date of Delivery of the Turbine Equipment to the Delivery Point, Buyer shall pay to Supplier a pro rata portion based on the number of Wind Turbines Delivered to the Delivery Point equal to the amount set forth in the Payment Schedule designated as the “SCADA Completion Payment” for the relevant Group of Wind Turbines. Such amounts shall be due upon execution and delivery to Buyer of a Delayed SCADA Completion Certificate and payable in accordance with Section 4.8 .

4.4

Optional Equipment Payments .

4.4.1 Concurrently with delivery to Supplier of an Equipment Options Notice, Buyer shall pay to Supplier an amount equal to the product of (i) the aggregate price for the Optional Equipment specified in the Equipment Options Notice and (ii) the total percentage of the applicable Group Base Price due from Buyer in all prior payments for the relevant Group of Wind Turbines.

4.4.2 Together with each payment set forth in Section 4.2 , Buyer shall pay to Supplier an amount equal to the product of (i) the aggregate price for the Optional Equipment specified in the Equipment Options Notice and (ii) the percentage of the applicable Group Base Price due from Buyer at the time of such payment.

4.5 Application of Payments to Project Contract Price . For each Project, an amount equal to the amount of any payments made under this Agreement for the applicable Turbine Equipment to be included in such Project shall be applied to the Project Contract Price under the Supply Agreement for such Project.

4.6

Hedging .

4.6.1 Provided that Supplier has received the Initial Down Payment pursuant to Section 4.3.1 and subject to the provisions of this Section 4.6 , Supplier shall enter into hedging arrangements with the Hedging Bank for the Adjustable Portion of the applicable Group Base Price on the first Business Day immediately following the applicable Anticipated Hedging Date. A representative of each Party shall participate in a conference call commencing at 9:10AM EPT on the Anticipated Hedging Date. On the day before the Anticipated Hedging Date, Supplier shall provide dial-in information for the conference call. On the conference call, Supplier shall verbally provide an indicative quotation for the applicable Group Base Price of a “Hedging Rate” (defined as the amount of Dollars per Euro 100.00 i.e. Euro/Dollar rate) from a Hedging Bank to Buyer. Buyer shall (a) instruct Supplier to hedge the applicable Adjustable Portion on or about 10:00AM EPT that same Business Day at the then available Hedging Rate, (b) instruct Supplier to hedge the applicable Adjustable Portion on or about 10:00AM EPT that same Business Day at the then available Hedging Rate, provided such Hedging Rate does not exceed Buyer’s desired maximum Euro/Dollar level for the Hedging Rate (the “ Maximum Level ”), which Maximum Level must be confirmed in writing via email to Supplier prior to 9:30AM EPT or (c) instruct Supplier not to hedge. If Supplier is instructed to hedge pursuant to clause (a) or (b) above, Supplier shall obtain quotations from two (2) Hedging Banks selected by Supplier and shall effect the hedge for the applicable Adjustable Portion with the Hedging Bank providing the lowest Hedging Rate (the applicable hedge rate obtained from the Hedging Bank, the “ Actual Hedge Rate ” and the date of such arrangement, the “ Actual Hedging Date ”). If Buyer has communicated a Maximum Level in accordance with clause (b) above, and the Hedging Rate offered by the 2 Hedging Banks on or about 10:00AM EPT exceeds the Maximum Level, the hedge shall NOT be effected. If pursuant to clause (b) or (c) above, the hedge is not effected, the procedure specified in this Section 4.6.1 may, at Buyer’s written request (in the form of an e-mail), be repeated on each of the 3 consecutive Business Days immediately following the Anticipated Hedging Date until Supplier enters into the hedge at the direction of Buyer or Buyer withdraws its election to make the payments in Dollars only. All hedging costs incurred in connection with hedging the applicable Adjustable Portion are to be paid by Buyer and are incorporated into the Actual Hedge Rate. All references to the applicable Group Base Price from and after the Actual Hedging Date shall mean the applicable Group Base Price as adjusted pursuant to this Section 4.6 .

4.6.2 If Buyer fails to provide written notice that it wishes to continue the hedging process after a failure to hedge on the applicable Anticipated Hedging Date, or instructs Supplier not to hedge on each of the following three (3) Business Days after the Anticipated Hedging Date, or the hedge is not effected because a Maximum Level has been established and exceeded on each of the following three (3) Business Days, then Buyer shall be deemed to have withdrawn its election to make payments in Dollars only, and:

(i) with respect to the Group 2 Wind Turbines and the Group 3 Wind Turbines, shall pay the applicable Group Base Price and all other amounts payable with respect to such Group of Wind Turbines in both Dollars and Euros in the manner described in the Payment Schedule,

(ii) and with respect to the Group 1 Wind Turbines, on the first Business Day after this Section 4.6.2 becomes applicable, Supplier shall purchase, at the then available spot rate, sufficient Euros to cover the Adjustable Portion of the Initial Down Payment. Following such purchase, Supplier shall deliver to Buyer an invoice for the amount by which the sum of the Dollars spent by Supplier to purchase Euros pursuant to this Section 4.6.2(ii) plus the Dollar component of the Initial Down Payment exceeds the amount paid by Buyer under Section 4.3.1 which amount shall be paid within seven (7) days following receipt of such invoice; provided , however , that if the sum of the Dollars spent by Supplier to purchase Euros pursuant to this Section 4.6.2(ii) plus the Dollar component of the Initial Down Payment is less than the amount paid by Buyer under Section 4.3.1 , Supplier shall refund such amount within seven (7) days following delivery of such invoice.

4.6.3 If Supplier enters into the hedging arrangements contemplated in Section 4.6.1 , for the Group 1 Base Price, then (i) on the first Business Day after the Actual Hedging Date, Supplier will submit to Buyer an invoice for an amount equal to the difference between the Dollar value of the Initial Down Payment paid by Buyer pursuant to Section 4.3.1 and the Dollar value of the Initial Down Payment calculated using the Actual Hedging Rate and (ii) Buyer shall pay to Supplier the amount invoiced pursuant to clause (i) of this sentence within ____ ^* Business Days of receipt of such invoice; provided , however , that if the Dollar value of the Initial Down Payment calculated using the Assumed Hedging R

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