Turbine Supply Agreement

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Mitsubishi Heavy Industries, Ltd | MITSUBISHI POWER SYSTEMS AMERICAS, INC | EDISON MISSION ENERGY

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Title: WIND TURBINE GENERATOR SUPPLY AGREEMENT
Governing Law: New York Date: 5/9/2007

This Turbine Supply Agreement is an actual legal document drafted by a top law firm for their client.

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Exhibit 10.1

WIND TURBINE GENERATOR

SUPPLY AGREEMENT

By and Between

MITSUBISHI POWER SYSTEMS AMERICAS, INC.,

a Delaware corporation ("Seller"),

and

EDISON MISSION ENERGY

a Delaware corporation ("Owner")

Dated as of

March 28, 2007

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

TABLE OF CONTENTS

			Page
ARTICLE 1.		DEFINITIONS	2
	1.1	Defined Terms; Phrases	2
ARTICLE 2.		INTERPRETATION	2
	2.1	Sections, Articles, Appendices and Exhibits	2
	2.2	Headings	2
	2.3	Gender	3
	2.4	Successors and Assigns	3
	2.5	Miscellaneous	3
ARTICLE 3.		SELLER'S OBLIGATION	3
	3.1	Sale of Wind Turbines; Option to Designate Additional Project; Option to Designate Delivery Location	3
	3.2	Seller's Duties and Responsibilities	6
	3.3	Standard of Performance	8
	3.4	Cooperation and Non-interference	9
	3.5	GL Certification	9
ARTICLE 4.		OWNER'S OBLIGATIONS	10
	4.1	Project Site Access	10
	4.2	Storage, Security Turbine Equipment	10
	4.3	Mechanical Completion	10
	4.4	Payment	10
	4.5	Parent Guaranty	10
	4.6	Equipment Unloading	10
	4.7	Permits	11
	4.8	Acceptance of Electricity Generated by WTGs during Commissioning	11
	4.9	Cooperation and Non-Interference	11
	4.10	Notice to Proceed	11
	4.11	Owner's Other Obligations	11
ARTICLE 5.		CONTRACT PRICE AND PAYMENT	12
	5.1	Unit Price; Contract Price and Tax	12
	5.2	Payment Schedule and Method	16

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

ARTICLE 6.		CHANGE ORDERS AND SUSPENSION	19
	6.1	Change Order	19
	6.2	Suspension Upon Nonpayment	20
ARTICLE 7.		PROJECT DESIGNATION, DELIVERY, MECHANICAL COMPLETION, COMMISSIONING, SUBSTANTIAL COMPLETION AND FINAL COMPLETION	20
	7.1	Project Designation	20
	7.2	Delivery	22
	7.3	Mechanical Completion	24
	7.4	Commissioning	27
	7.5	WTG Substantial Completion	28
	7.6	Final Completion	30
	7.7	Representatives	32
	7.8	Coordination with SCADA Contractor	32
ARTICLE 8.		DELAYS AND DELAY DAMAGES	32
	8.1	***	32
	8.2	Delivery Delay Damages	32
	8.3	Commissioning Delay Liquidated Damages	33
	8.4	Delay Damages Not Penalty	33
ARTICLE 9.		[RESERVED]	34
ARTICLE 10.		LIMITED MECHANICAL WARRANTY OF SELLER	34
	10.1	Limited Mechanical Warranty	34
	10.2	Warranty Period	34
	10.3	LIMITED WARRANTY, NO IMPLIED WARRANTIES	34
	10.4	Remedies	35
	10.5	Access	36
	10.6	Quality of Repairs Etc	36
	10.7	Warranty Conditions and Exclusions	37
	10.8	Limitations on Warranty Exclusions	38
	10.9	Reserved Rights	39
ARTICLE 11.		AVAILABILITY GUARANTY; NOISE GUARANTY	39
	11.1	Availability Guaranty	39
	11.2	Noise Guaranty	41

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

	11.3	Power Curve Threshold Guaranty	42
	11.4	Maximum Design Output	45
ARTICLE 12.		LIMITATION OF LIABILITY	45
	12.1	No Consequential Damages	45
	12.2	Consequential Damages Exclusion, Subcap of Certain Liquidated Damages	45
	12.3	Total Cap of Liquidated Damages	46
	12.4	Total Limitation of Liability of Seller	46
ARTICLE 13.		FORCE MAJEURE	46
	13.1	Excusable Delay	46
	13.2	Mitigation	47
	13.3	Termination Due to Force Majeure	47
ARTICLE 14.		TITLE	48
	14.1	Clean Title	48
	14.2	Transfer of Title; Risk of Loss	48
	14.3	Title	49
ARTICLE 15.		INSURANCE	49
	15.1	Insurance	49
ARTICLE 16.		DEFAULT/TERMINATION	50
	16.1	Default	50
	16.2	Cancellation and Termination; Deferral of Purchase Obligations	51
ARTICLE 17.		INDEMNIFICATION	53
	17.1	General Indemnity	53
	17.2	Indemnity Against Infringement	54
	17.3	Treatment of Infringing Equipment	54
	17.4	Indemnification Procedure	55
	17.5	Survival of Indemnities	55
ARTICLE 18.		REPRESENTATIONS AND WARRANTIES	55
	18.1	Representations and Warranties by Seller	55
	18.2	Representations and Warranties of Owner	56
ARTICLE 19.		CONFIDENTIALITY	57
	19.1	Confidentiality	57
ARTICLE 20.		DISPUTE RESOLUTION	58

iii

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

	20.1	Dispute Resolution; Consent to Non-Exclusive Jurisdiction	58
ARTICLE 21.		GENERAL PROVISIONS	58
	21.1	Waiver	59
	21.2	Successors and Assigns	59
	21.3	Notices	59
	21.4	[Reserved]	60
	21.5	Governing Law	60
	21.6	Amendments	61
	21.7	Attachments Incorporated	61
	21.8	Entire Agreement	61
	21.9	Survival	61
	21.10	Attorneys' Fees and Costs	61
	21.11	Site Regulations	61
	21.12	Wind Speed Projections	61
	21.13	Intellectual Property	62
	21.14	Counterparts	62
	21.15	Time for Claims	62
	21.16	Late Payments; Right to Withhold Disputed Amounts	62
	21.17	Financier's Cure Rights	62
	21.18	Modification to Standards	62
	21.19	English Language Documents	63

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

LIST OF APPENDICES

APPENDIX 1 Definitions

LIST OF EXHIBITS

EXHIBIT A		Specifications for Wind Turbines (i) MWT92/2.4 model with 80 meter Tower (with 4.5 meter outer diameter) (ii) MWT92/2.4 model with 80 meter Tower (with 4.8 meter outer diameter) (iii) MWT95/2.4 model with 80 meter Tower (with 4.5 meter outer diameter) (iv) MWT95/2.4 model with 80 meter Tower (with 4.8 meter outer diameter)
EXHIBIT B		Requirements for Site Conditions Report
EXHIBIT B-1		Site Description
EXHIBIT B-2		Site Plan
EXHIBIT C-1		Form of MHI Guaranty Agreements
EXHIBIT C-2		Form of Owner Parent Guaranty Agreement
EXHIBIT D		Delivery Schedule
EXHIBIT D-1		Transportation Requirements
EXHIBIT E		Component Shipping List
EXHIBIT F		Site Calibration Procedures
EXHIBIT G-1		Site Conditions
EXHIBIT G-2		[Reserved]
EXHIBIT H		Power Curve Test Procedures
EXHIBIT H-1		Power Curve Test Certificate
EXHIBIT I		Noise Requirement
EXHIBIT I-1		Noise Level Test Procedures
EXHIBIT J		Insurance Requirement (Owner & Seller)
EXHIBIT K		Form of Partial (Conditional/Unconditional) Lien Waiver
EXHIBIT K-1		Form of Final Unconditional Lien Waiver
EXHIBIT L		Technical Advisor Fee Schedule
EXHIBIT M		Form of Mechanical Completion Certificate
EXHIBIT M-1		Mechanical Completion Checklist
EXHIBIT N		Form of Commissioning Certificate
EXHIBIT O		Commissioning Procedures
EXHIBIT P		Certificate of Project Commercial Operations
EXHIBIT Q		Form of WTG Substantial Completion Certificate
EXHIBIT R		Form of Final Completion Certificate
EXHIBIT S		Form of Wind Turbine Maintenance and Service Agreement
EXHIBIT T		Form of Project Designation (for Original Project Per Section 7.1.2.3)
EXHIBIT U		Form of Owner Letter of Credit
EXHIBIT V		Recommended Initial Spare Parts List
EXHIBIT W		Designation of Additional Project (Per Section 3.1(b))
EXHIBIT X		Escalation Adjustment Procedure

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

Wind Turbine
Supply Agreement

THIS WIND TURBINE GENERATORS SUPPLY, TECHNICAL ASSISTANCE AND WARRANTY AGREEMENT (this " Agreement " or " Supply Agreement "), dated as of this 28 ^th day of March, 2007 (the " Effective Date ") is made and entered into by and between EDISON MISSION ENERGY, a Delaware corporation (" Owner " or " EDISON "), and MITSUBISHI POWER SYSTEMS AMERICAS, INC., a Delaware corporation (" Seller " or " MPS ").

Recitals:

A. Seller sells, and its affiliate, Mitsubishi Heavy Industries, Ltd., a Japan corporation (" MHI "), designs, procures components for and assembles, MHI MWT92 or 95/2.4 MW wind turbine generators, as more particularly described in Exhibit A attached hereto and made a part hereof, as the same may be modified from time to time by Seller pursuant to the terms of this Agreement.

B. MPS wishes to sell and EDISON desires to purchase eighty three (83) units per year for calendar years 2008 and 2009 equal to a combined total of one hundred sixty six (166) units of MHI 2.4 MW wind turbine generators with Owner's selection of either or both of MWT92/2.4 or MWT95/2.4, together with 80m towers with Owner's selection of either or both of 4.5 meter or 4.8 meter diameter towers, as shown Exhibit A and certain ancillary equipment (collectively, " Wind Turbines "), all as particularly defined in Appendix 1 and as set out in the wind turbine specifications attached hereto as Exhibit A (the " Specifications "), one (1) set of Special Tools (defined in Appendix 1 ) for such Wind Turbines at each Project (up to a maximum of four (4) total sets of Special Tools), as identified in the Turbine Installation and Erection Manual (defined in Appendix 1 ), and manuals for the installation, operation and maintenance of the Wind Turbines and other necessary documentation all as specifically described in this Agreement.

C. Concurrently with the execution and delivery hereof, to reserve the manufacturing slots and delivery schedule for the Wind Turbines, EDISON shall pay MPS a reservation fee (the " Reservation Fee ") in the amount of (i) with respect to the first *** 2008 delivery units (the "First 2008 Units"), *** percent (***%) of the Contract Price for such First 2008 Units, less *** US Dollars ($***) previously paid as a " Good Faith Fee " plus any additional payments under the Term Sheet dated December 7, 2006 made prior to this contract signing to reserve the manufacturing slots and delivery schedule for the Wind Turbines, plus (ii) with respect to the next *** 2008 delivery units (the "Last 2008 Units"), *** percent (***%) of the Contract Price for such Last 2008 Units, plus with respect to the 2009 delivery units, *** percent (***%) of the Contract Price for such 2009 delivery units.

D. Owner and Seller anticipate that the Wind Turbines to be purchased by Owner will be used for the purpose of developing, constructing, building and installing a wind energy project for each of the 2008 and 2009 delivery units (each, a " Project ") to be located on real property at a location to be determined by Owner and subsequently to be as described in Exhibit B-1 and Exhibit B-2 for each Project (each, a " Site "); provided, however, that Owner shall, at its sole discretion, have the option to use such Wind Turbines in connection with up to two additional Projects per year (individually an " Individual Project ", and collectively, the " Individual Projects ") to be located on real property at locations to be determined by Owner and subsequently to be described in Exhibit B-1 and Exhibit B-2 to a separate Wind Turbine Generator Supply Agreement, which shall be on the same terms as this Agreement other than as described in Section 3.1(b) of this Agreement (an " Additional Supply Agreement "), all as more fully described herein. As used herein, the term "Site" shall be deemed to

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refer to the Site of the Project for the 2008 delivery units, to the Site of the Project for the 2009 delivery units, and/or to the Site of each Additional Project designated by Owner, as the context may require. As used herein, the term " Project " shall mean the applicable Individual Project or Individual Projects in question (including Additional Projects).

E. Following the determination of a Site for a Project pursuant to this Agreement, Owner (or its assignee) and Seller (in its capacity as Servicer, the " Servicer ") will enter into a Wind Turbine Maintenance and Service Agreement in the form attached as Exhibit S (the " Service Agreement "), pursuant to which Servicer will maintain, service and repair the Wind Turbines subject to the terms thereof.

F. MPS represents that it is experienced in designing, manufacturing, commissioning, and maintaining Wind Turbines and has the necessary skill, expertise, resources and capacity in order to satisfy its obligations under this Agreement and EDISON represents that it has all of the funds, permits, manpower and the necessary skill, expertise, resources and capacity in order to satisfy its obligations under this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Owner agree as follows intending to be legally bound:

Article 1. Definitions

1.1

Defined Terms, Phrases .

(a) For purposes of this Agreement, capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in Appendix 1.

(b) As used herein, the phrase "first WTG shipment" and similar phrases shall be deemed to mean, for the 2008 delivery units, the first 2008 WTG shipped to the applicable Project, and for the 2009 delivery units, the first 2009 WTG shipped to the applicable Project.

Article 2. Interpretation

2.1

Sections, Articles, Appendices and Exhibits .

References to Sections, Articles, Appendices and Exhibits are, unless otherwise indicated, made to Sections of, Articles of, Appendices to and Exhibits to this Agreement. The parties acknowledge that the Recitals, Appendices and Exhibits hereto form an integral part hereof.

2.2

Headings .

The headings to Sections and Articles of this Agreement are for ease of reference only and do not form part of this Agreement and shall not in any way affect its construction or interpretation.

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

2.3

Gender .

The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa, and references to persons shall include individuals, bodies corporate, unincorporated associations and partnerships.

2.4

Successors and Assigns .

References to parties in this Agreement shall be deemed to include references to their successors and permitted assigns.

2.5

Miscellaneous .

The words "herein," "hereof" and "hereunder" shall refer to this Agreement as a whole and not to any particular article, section or subsection of this Agreement. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. References to this Agreement shall include a reference to all Exhibits and Appendices hereto, as the same may be amended, modified, supplemented or replaced from time to time. References to any agreement, document or instrument shall mean a reference to such agreement, document or instrument as the same may be amended, modified, supplemented or replaced from time to time. The use of the word "including" in this Agreement to refer to specific examples shall be construed to mean "including, without limitation" or "including but not limited to" and shall not be construed to mean that the examples given are an exclusive list of the topics covered. The word "day" shall constitute a calendar day of twenty-four (24) hours measured from midnight to the next midnight.

Article 3. Seller's Obligation

3.1

Sale of Wind Turbines; Option to Designate Additional Project; Option to Designate Delivery Location .

(a) Upon the terms and subject to the conditions of this Agreement, Seller hereby agrees to (i) sell and deliver to Owner, and provide technical advice pursuant to Section 7.3.2 during the assembly, installation and erection of, the Wind Turbines, as described in the Specifications, and (ii) perform the Wind Turbine Work.

(b) Additional Project Designation . Seller hereby agrees that Owner has an option to designate up to two additional Projects per year (each, an " Additional Project ") for use of the Wind Turbines. This option is valid only if the following occurs:

(1) Owner exercises the option by notice to Seller designating one or two Additional Project sites, together with the selection of the number and models of turbines to be used at an Additional Project site or sites; delivered to Seller no later than *** months before first WTG shipment (Owner may exercise the option in either one notice or in two separate notices given at different times, provided the last notice must still be delivered no later than *** months prior to first WTG shipment to its respective Project for the applicable delivery year); and,

(2) Owner shall use commercially reasonable efforts to schedule each Additional Project so as to enable Seller to utilize the same technical field advisor (" TFA ") and commissioning team to

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

support the Project designated under this Agreement and an Additional Project; provided, however, that Seller agrees to provide multiple TFA and commissioning teams, if necessary, in order to support two Projects in parallel. Notwithstanding the foregoing, in the event Owner designates two Additional Projects in a year, the construction and commissioning work shall not be scheduled by Owner(s) in a manner such that Seller's TFA team will be required to work in a parallel time frame on the construction and commissioning work of more than two Projects. The additional costs associated with the Additional Projects shall be as set forth in Exhibit W and no Change Order shall be issued as a result thereof; and

(3) each Additional Project will utilize not less than *** Wind Turbines, nor more than *** turbines unless covered differently through a formal Change Order; and

(4) no later than fifteen (15) Business Days following such election of an Additional Project, Owner and Seller shall enter into an Additional Supply Agreement containing the same terms and conditions contained in this Agreement, but with the following changes:

a) Changes to the Site Description, and,

b) Changes to the Site Plan and Site Conditions; and,

c) The Additional Supply Agreements shall not contain a Section 3.1(b) , and;

d) Changes to the method of delivery, including any changed Inland Transportation Quote elected by Owner, as the case may be; and;

e) If the Additional Supply Agreement designates an amount of Wind Turbines between *** and ***, the Availability Guarantee set forth in Article 11 of the Additional Supply Agreement shall be amended as follows:

Number of turbines selected = (" Y ")

The Availability Guaranty percentage number shall be: ***, rounded to two decimals. By way of example, if the Additional Supply Agreement designates *** turbines, the Availability Guaranty shall be adjusted to ***%.

Notwithstanding the foregoing, in the event that the additional site is adjacent to an existing site designated by Owner for MHI wind turbines such as *** or ***, and the Additional Supply Agreement designates an amount of Wind Turbines comprising *** through *** (both inclusive), then the Availability Guarantee percentage number shall be: ***, rounded to two decimals. For the avoidance of doubt, in the event the additional site is designated adjacent to such an existing site, and the Additional Supply Agreement designates an amount of Wind Turbines more than 24, the Availability Guarantee percentage shall be ***%. By way of example, if the Additional Supply Agreement designates 23 turbines, the Availability Guarantee shall be adjusted to ***%.

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f) The Contract Price of the Additional Supply Agreement shall be calculated by:

(A) Multiplying the Unit Price in the Agreement times a number (" Z ") as follows:

Z = the number of Wind Turbines Owner elects for the Additional Supply Agreement.

By way of example, if Owner designates 40 Wind Turbines for the additional site, the Additional Supply Agreement Contract Price shall be as follows: Unit Price × 40, or by way of another example, if Owner designates another 21 Wind Turbines for the second additional site after the designation of 40 turbines for the first additional site, the Additional Supply Agreement Contract Price for the second Additional Project shall be Unit Price × 21 and;

(B) The Additional Supply Agreement Contract Price in (A) above shall then be adjusted upwards in the amounts set forth in Exhibit W , and the amount of the Inland Transportation Quote, if elected by Owner; and,

(5) no later than fifteen (15) Business Days following the election to have an Additional Supply Agreement, Owner shall cause and issue a Change Order for this Agreement that:

a) Reduces the Contract Price. The original Contract Price of this Agreement shall be reduced by an amount equal to the product of multiplying (i) the Unit Price in this Agreement by (ii) the total number of Wind Turbines Owner selected for the site or sites contemplated for the Additional Supply Agreement, and;

b) Adjusts the Availability Guarantee. If the remaining number of Wind Turbine provided under this Agreement after the designation of additional site or sites under the Additional Supply Agreement is less than ***, the Availability Guaranty set forth in Article 11 of this Agreement shall be amended as follows:

Number of turbines remained to be supplied under this Agreement = ("y")

The availability guaranty percentage number shall be: ***, rounded to two decimal places. By way of example, if the remaining number of Wind Turbine supplied under this Agreement designates is *** turbines, the availability Guaranty in the original Agreement shall be adjusted to ***%. Notwithstanding anything to the contrary, if both the original Agreement and an Additional Supply Agreement are each allocated not less than *** Wind Turbines, then the Availability Guaranty for both projects shall be ***percent (***%) as set forth in Section 11.1.

[***] Confidential portions of this document have been redacted and filed separately with the Commission.

percentage shall be ***%. By way of example, if the Additional Supply Agreement designates *** turbines, the Availability Guarantee shall be adjusted to ***%.

c) Upon Owner's designation of two Additional Projects for a year, deletes this Section 3.1(b) for such year. For the avoidance of doubt, Section 3.1(b) remains valid even if Owner designates one Additional Project, provided however the number of Additional Projects which Owner can designate shall be changed from two (2) to one (1) for the affected year;

d) Seller and Owner consent and agree that the Contract Price under this Agreement, as adjusted above in 5(a) above, shall apply retroactively to any payment amounts set forth in Section 5.2.1 , 5.2.2 , 5.2.11 and 5.2.12 that have been received by Seller. Seller shall not be required to reimburse any overpayments; instead, the overpayment amount shall be immediately and automatically applied, and considered as payments under the Additional Supply Agreement. A Change Order shall issue for this Agreement, and the Additional Supply Agreement shall itself include a provision, that memorializes reallocation of such payments.

(c) Delivery Location Designation . Subject to approval of the Inland Transportation Quote provided in Section 7.1.2.3 , Owner shall designate the delivery location for the Wind Turbines, which location shall be at the applicable Site. Owner shall pay Seller for all actual and reasonable costs of such transportation in accordance with the Transportation Adjustment set forth in Section 5.1.3 .

(d) In addition to the creation of separate agreements for Additional Projects, if Owner designates a Project for the 2009 delivery units that is different from the Project(s) for any of the 2008 delivery units, then at Owner's request, Owner and Seller shall enter into a separate agreement for such 2009 delivery units on all of the same terms and conditions as contained in this Agreement that apply to the 2009 delivery units so that the 2009 delivery units are governed by a separate agreement from the 2008 delivery units.

3.2

Seller's Duties and Responsibilities .

3.2.1 Design, Engineering and Delivery . Seller shall cause MHI to design, engineer and fabricate and shall procure from MHI, transport and deliver the Wind Turbines to the Site, in accordance with the Delivery Schedule attached hereto as Exhibit D and Section 7.2 .

3.2.2 Delivery of Documents . Seller shall prepare and deliver the following documents to Owner for each Project on or before the dates indicated:

(a) The Tower load data (the " Tower Load Data "), within thirty (30) Business Days following the last to occur of the NTP Date or the date of Owner's selection of MWT92/2.4 or MWT95/2.4 and 4.5 meter or 4.8 meter diameter towers for a particular Project.

(b) The Tower base flange drawing (the "Tower Base Flange Drawing") stamped "For Construction," within thirty (30) Business Days following the last to occur of the NTP Date or the date of Owner's selection of MWT92/2.4 or MWT95/2.4 and 4.5 meter or 4.8 meter diameter towers for a particular Project.

(c) The Tower assembly drawing (the " Tower Assembly Drawing ")indicating the dimensions and weights of each Tower section, within thirty (30) Business Days following the last to occur of the

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NTP Date or the date of Owner's selection of MWT92/2.4 or MWT95/2.4 and 4.5 meter or 4.8 meter diameter towers for a particular Project.

(d) The Tower base plate drawing, within thirty (30) Business Days following the last to occur of the NTP Date or the date of Owner's selection of MWT92/2.4 or MWT95/2.4 and 4.5 meter or 4.8 meter diameter towers for a particular Project.

(e) The electrical schematics indicating the mounting and connection details for the down Tower electrical and communications equipment, within thirty (30) Business Days following the last to occur of the NTP Date or the date of Owner's selection of MWT92/2.4 or MWT95/2.4 and 4.5 meter or 4.8 meter diameter towers for a particular Project.

(f) The communications protocol document (the " Communications Protocol "), within thirty (30) Business Days following the last to occur of the NTP Date or the date of Owner's selection of MWT92/2.4 or MWT95/2.4 and 4.5 meter or 4.8 meter diameter towers for a particular Project.

(g) One copy per each Project of the manual describing the installation and erection of the Wind Turbines (the " Turbine Installation and Erection Manual "), within thirty (30) Business Days following the last to occur of the NTP Date or the date of Owner's selection of MWT92/2.4 or MWT95/2.4 and 4.5 meter or 4.8 meter diameter towers for a particular Project.

(h) Three (3) copies per Project of the Instruction Manual, on or before the Project Substantial Completion Date for the particular Project.

(i) A proposed schedule of Scheduled Maintenance for a Project covering the Initial Warranty Period, within thirty (30) Business Days following the last to occur of the NTP Date or the date of notification of Owner's election of a Site location for a particular Project pursuant to Section 7.1.2.

(j) The list of the initial Spare Parts recommended by Seller to be maintained at a Site, within thirty (30) Business Days following the last to occur of the NTP Date or the date of notification of Owner's election of a Site location for a particular Project pursuant to Section 7.1.2.

(k) Columnar Control Strategy for Wind Turbines, if any is recommended by Seller under Section 7.1.1(a), not later than sixty (60) days from Seller's receipt of Site Conditions and Site Plan from Owner pursuant to Section 7.1.1(a).

(l) The manufacturers' factory quality control check-sheet, concurrently with the shipment of each Wind Turbine nacelle, Tower section and blade set.

3.2.3 Provision of Technical Service . Seller shall provide technical advisory service at the Site during assembly, installation and erection of the Wind Turbines, pursuant to Section 7.3.2.

3.2.4 Commissioning of the Wind Turbines . Seller shall perform Commissioning of all of the Wind Turbines, pursuant to the Commissioning Procedures and Section 7.4.

3.2.5 Consumable Parts and Spare Parts . Seller at its sole cost shall provide, during its performance of Wind Turbine Work, all Spare Parts and Consumable Parts as described in Exhibit V (Recommended Initial Spare Parts List) necessary or appropriate to achieve assembly, installation and

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Commissioning of the Wind Turbines at the Project. For the avoidance of doubt, the initial Spare Parts inventory shall be available pursuant to Section 2.3(c) of the Service Agreement.

3.2.6 Special Tools . Within thirty (30) Business Days after the NTP Date, Seller shall provide Owner with a list of all Special Tools. Seller shall deliver to the applicable Site, assemble and make available one (1) set of Special Tools for each Project (up to a maximum of four (4) total sets of Special Tools) as identified in the Turbine Installation and Erection Manual on or before the first delivery of Wind Turbines to the Site pursuant to Section 7.2. Owner may at any time request in writing additional sets of Special Tools at the price of *** US Dollars ($***) per set (FOB Japan Port: Incoterms 2000), provided, however, the fifth set following the above four (4) included sets of Special Tools, only in event that Owner designates a second Additional Project, shall be provided by Seller at a discounted price of *** US Dollars ($***) subject to Owner's issuance of purchase order for an additional set of Special Tools concurrently with the notice to Seller of such second Additional site designation. Such additional set(s) of Special Tools shall be delivered to the Site in the United States not later than two hundred ten (210) days from the Seller's receipt of the remittance by Owner of the appropriate additional price stated in Seller's invoice following the issuance of Change Order by Owner. Actual transportation cost, including but not limited to; the cost of ocean freight from Japan to the Port of Entry, the costs of insurance for transportation to the Site entrance, the cost of inland freight and delivery (but excludes the unloading costs) at the Site entrance and all customs duties and other similar taxes due upon the importation of the additional sets of Special Tools into the United States plus 12.5% shall be paid by Owner to Seller within ten (10) Business Days after Owner's receipt of the invoice issued by Seller. Owner shall be liable for and shall pay all present and future taxes and duties levied upon the Special Tools in the United States including any sales tax, use tax, value added taxes, property tax, excise or similar taxes payable within the United States; if Seller is required by Applicable Law to pay or collect any such taxes on the additional Special Tools, then such taxes shall be paid by Owner in addition to the invoiced price.

3.2.7 Permits . Seller shall obtain all Permits required for the importation, transportation and delivery of the Wind Turbines to the Site subject to Section 4.1 .

3.2.8 Calibration . Seller shall cause each turbine controller and each Wind Turbine Anemometer to be checked for accuracy and calibrated prior to delivery to the Site. All of the Wind Turbine Anemometers and any spare Wind Turbine Anemometers shall be calibrated utilizing NIST or MEASNET methods and standards. Prior to commencement of Commissioning of each Wind Turbine, Seller shall provide to Owner a calibration report for each Wind Turbine Anemometer which will include individual calibration documentation and a description of the methodology used.

3.2.9 Parent Guaranty . Seller shall deliver to Owner, on or prior to the NTP Date, a guaranty agreement executed by its parent company (MHI) in the form attached hereto as Exhibit C-1 (the " MHI Guaranty Agreement "), pursuant to which MHI will guarantee Seller's performance and payment obligations under this Agreement and the Service Agreement.

3.3

Standard of Performance .

Seller shall perform the Wind Turbine Work in accordance with the Specifications, Applicable Law, Prudent Wind Industry Practices, Permits described in Section 3.2.7 , the Turbine Installation and Erection Manual (each such manual as modified by Seller from time to time; provided, that the manuals in effect at a given time shall govern the work performed at such time and any later

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modifications to any manual shall not render the work so performed inconsistent with the Requirements), and other express requirements of this Agreement (collectively, the " Requirements ").

3.4

Cooperation and Non-interference .

Seller acknowledges that, concurrently with the performance of the Wind Turbine Work under this Agreement, BOP Contractor will be erecting the WTGs and supplying, constructing, installing, and testing the balance of plant on behalf of Owner pursuant to the BOP Contract. Seller, on commercially reasonable basis, agrees not to interfere with the work of Owner and the BOP Contractor and Owner's other wind turbine generators operating within the construction area of the Project; provided that Owner had given Seller reasonable advance notice of actual or potential interference. Without limitation of Sections 6.1 and 6.2 , Seller agrees to reasonably cooperate with Owner and BOP Contractor and to reasonably coordinate Seller's performance of the Wind Turbine Work with such other persons so as to allow Owner to cause all work performed at the Site to be completed in a timely and efficient manner, provided that Seller shall not be required to deviate from the Requirements. In addition, Seller will attend all coordination meetings at the Site provided that not less than two (2) Business Days prior notice of such meeting is given to Seller. Seller shall reasonably cooperate with Owner, at Owner's expense, in connection with Owner's efforts to obtain approvals, certificates, and Permits required to complete the Project.

3.5

GL Certification .

Seller shall provide to Owner a Germanischer Lloyd ("GL") A-design certificate for the MWT92 model(s) and configurations, with Owner's selection of either or both of a) a 4.5 meter or b) a 4.8 meter diameter tower, including GL's power curve confirmation for the Wind Turbines prior to i) March 31, 2008 (with respect to the 4.5 meter diameter towers) or ii) September 30, 2007 (with respect to the 4.8 meter diameter towers), for the relevant turbine which shall be consistent with the Specifications and contain no qualification, exception or conditions. In addition, Seller shall provide to Owner, prior to March 31, 2008, a GL A-design certificate for the MWT95 model(s) and configurations (including both the 4.5 meter and the 4.8 meter diameter towers), including Seller's preliminary power curve test report or engineering sheet for the Wind Turbines, and within six (6) months thereafter provide GL's power curve confirmation for the relevant turbine which shall be consistent with the Specifications and contain no qualification, exception or conditions. If Owner elects the Cold Weather Package for some or all of the Wind Turbines pursuant to Section 5.1.2 , then Seller shall by December 31, 2009 supply to Owner a GL A-design certificate for such Wind Turbine models, as modified to be equipped with the Cold Weather Package, which shall be consistent with the Specifications (as modified to include the Cold Weather Package) and contain no qualification, exception or conditions, along with confirmation that the GL power curve confirmations for such Wind Turbine models have not been affected by the addition of the Cold Weather Package. The Wind Turbines to be supplied by Seller to the Owner under this Agreement shall be materially consistent with the wind turbine generators for which the GL A-design certificate was issued, and will include any modifications or upgrades that were implemented in order to obtain said certificate. Seller shall not provide any site specific certification or confirmation. Failure of Seller to provide to Owner each GL A-design certificate and each GL power curve confirmation as provided in this Section 3.5 shall constitute a default pursuant to Section 16.1 hereof.

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Article 4. Owner's Obligations

Owner shall perform all of its obligations and duties under this Agreement, including but not limited to:

4.1

Project Site Access .

Provide to Seller and its subcontractors and their respective employees and agents reasonable access to each Site and locations for Delivery as necessary to permit Seller to perform the Wind Turbine Work. The access to the Sites and such Delivery areas provided by Owner shall be broad enough and otherwise sufficient to permit access and egress by heavy trucks and highway trailers under normal weather conditions and shall comply with the requirements of Exhibit D-1 .

4.2

Storage, Security Turbine Equipment .

Owner shall provide, at its cost, appropriate storage at or near the Site and security for all Major Components, equipment, Consumable Parts, materials, supplies and other equipment required to assemble, erect and install the Wind Turbine, undertake Commissioning, and otherwise perform Seller's obligations under this Agreement. Owner shall also use the same care to protect any of Seller's property at or near the Site as it does with its own property and shall be responsible for any damage to such property resulting from its failure to use such care. Owner shall, and shall cause all of its employees, agents and subcontractors, to follow reasonable safety measures and procedures at the Site.

4.3

Mechanical Completion .

Owner shall be responsible for achieving Mechanical Completion of each individual WTG delivered by Seller, which such installation of the WTGs shall be in accordance with the Turbine Installation and Erection Manual and in compliance with Applicable Laws and Prudent Wind Industry Practices.

4.4

Payment .

Owner shall pay to Seller all payments due in accordance with this Agreement in compensation for Seller's performance of the Wind Turbine Work.

4.5

Parent Guaranty .

If Owner is an entity other than Edison Mission Energy, Owner shall deliver to Seller on or prior to the NTP Date, a guaranty agreement executed by its parent company in the form attached hereto as Exhibit C-2 (the " Owner Parent Guaranty Agreement "), pursuant to which the parent company of the Owner will guarantee Owner's payment obligations under this Agreement and the Service Agreement..

4.6

Equipment Unloading .

The Owner shall unload all Wind Turbines, Special Tools, Consumable Parts and Spare Parts, at its own cost and risk, in accordance with the requirements set forth in Section 7.2.1 (c) .

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4.7

Permits .

Owner shall be responsible for all Owner's Permits.

4.8

Acceptance of Electricity Generated by WTGs during Commissioning .

Owner shall make electricity available during Commissioning.

Owner shall accept electricity generated by the WTGs during Commissioning. The Balance of Plant shall be designed by Owner to meet the interconnection requirements of the Interconnection Utility and based on the Specifications. Seller shall not be responsible for any loss or damage due to noncompliance by Owner with the interconnection requirements of the Interconnection Utility.

4.9

Cooperation and Non-Interference .

Owner agrees (or shall cause BOP Contractor) not to interfere with Seller's performance of the Wind Turbine Work at or near the Site; provided that Seller had given Owner reasonable advance notice of actual or potential interference.

Owner agrees (or shall cause BOP Contractor) to reasonably cooperate and coordinate with Seller so as to allow Seller to cause all the Wind Turbine Work performed at the Site to be completed in a timely and efficient manner.

4.10

Notice to Proceed .

Owner shall deliver to Seller the NTP(s) on or before March 29, 2007 for the 2008 delivery units, and on or before June 30, 2007 for the 2009 delivery units (each date being the "NTP Deadline" for the applicable delivery units, and the date of actual issuance of an NTP being hereafter referred to as the " NTP Date " for the applicable units). In the event that Owner does not, for any reason (A) pay to Seller the NTP Payment applicable to the affected 2008 or 2009 delivery units when required pursuant to Section 5.2.2 or 5.2.12 ; and (B) deliver (i) the original Owner Parent Guaranty Agreement if required pursuant to Section 4.5 , and (ii) the NTP to Seller on or before the applicable NTP Deadline, then this Agreement shall terminate without further notice with respect to the delivery units to which such NTP Deadline related, and the Reservation Fee (described in Section 5.2.1 and 5.2.11 ) applicable to affected 2008 or 2009 delivery units shall be retained by Seller as a nonrefundable cancellation fee. An election by Owner not to deliver an NTP for the 2008 delivery units, or not to provide the other funds or information required by this Section with respect to the 2008 delivery units, shall not affect Owner's right to exercise its option to deliver an NTP with respect to the 2009 delivery units. Similarly, an election by Owner not to deliver an NTP for the 2009 delivery units, or not to provide the other funds or matters required by this Section with respect to the 2009 delivery units, shall not affect Owner's rights with respect to the 2008 delivery units.

4.11

Owner's Other Obligations .

(a) Communication Lines . Owner shall provide Seller with internet access to the SCADA system, commencing with Commissioning through Project Substantial Completion. Such access shall be limited to (a) data access for analytical purposes and (b) control software access for monitoring, parametric verification, and Owner approved editing. WTG operating control access will only be provided as determined appropriate by the Owner. All such access shall be considered strictly

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confidential and solely utilized for the benefit of the Project. Owner shall only be required to install the lines, cabling and wiring on the Site such that the WTGs are connected to the Owner's operation and maintenance facility located at or near the Site.

(b) Permitting Cooperation . If requested by Seller, Owner shall, at no cost or expense to Owner, cooperate with Seller to obtain the Seller Permits.

(c) BOP Safety Manual . Owner shall deliver any BOP Contractor Safety Manual to Seller promptly upon receipt thereof from BOP Contractor.

(d) Site Conditions . Owner shall provide to Seller the Site Conditions of the Site as required under this Agreement in the form attached hereto as Exhibit G-1 .

(e) Mechanical Completion Schedule . Owner shall provide Seller with l a schedule, updated weekly once Owner's work on the Project commences, setting forth the number of WTGs per Site and dates by which same are expected to achieve Mechanical Completion.

(f) Office Space . Owner shall provide Seller with reasonable office space at a location at or near the Site.

(g) BOP Contractors . Owner shall provide Seller with a list of the names and notice addresses of the BOP Contractors, if any, within a reasonable period of time after such BOP Contractors are engaged by the Owner, and shall update such list if any other BOP Contractors are engaged by Owner.

Article 5. Contract Price and Payment

5.1

Unit Price; Contract Price and Tax .

As full and complete payment for each Wind Turbine delivered in accordance with the provisions of this Agreement, the performance of the Wind Turbine Work and Seller's other obligations under this Agreement with respect thereto, Owner shall pay to Seller in the manner and at the time specified in Section 5.2 below, and Seller shall accept as payment in full by Owner, the applicable sum from the following price table, depending on the delivery unit year and Owner's selection of MWT92/2.4 or MWT95/2.4 models and of 4.5 meter or 4.8 meter diameter towers, which election by Owner shall be made no later than *** months before first WTG shipment as per Exhibit D .

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Year 2008 units


Model	("Unit Price")	("Contract Price") (83 units)

(i) MWT92/2.4 with 4.5 meter diameter towers (*)	¥* plus US$*	¥* plus US$*

(ii) MWT92/2.4 with 4.8 meter diameter towers	¥* plus US$*	¥* plus US$*

(iii) MWT95/2.4 with 4.5 meter diameter towers(*)	¥* plus US$*	¥* plus US$*

(iv) MWT95/2.4 with 4.8 meter diameter towers ("2008 Basic Model")	¥* plus US$*	¥* plus US$*

Year 2009 units


model	("Unit Price")	("Contract Price") (83 units)

(i) MWT92/2.4 with 4.5 meter diameter towers(*)	¥* plus US$* (*)	¥* plus US$* (*)

(ii) MWT92/2.4 with 4.8 meter diameter towers	¥* plus US$*	¥* plus US$*

(iii) MWT95/2.4 with 4.5 meter diameter towers(*)	¥* plus US$*	¥* plus US$*

(iv) MWT95/2.4 with 4.8 meter diameter towers ("2009 Basic Model")	¥* plus US$*	¥* plus US$*

(*) The Unit Price and Contract Price relating to 4.5 meter diameter tower, except for the amount to be increased in accordance with other condition herein defined such as Escalation Adjustment, may be subject to minor reduction to be identified by Seller not later than the site designation made by Owner.

The Contract Price is for all Wind Turbines and the Wind Turbine Work and includes packing costs, the costs of insurance for transportation of the Wind Turbines, the cost of freight and delivery of the Wind Turbines. Seller shall pay all customs duties and any other similar taxes due upon the importation of the Wind Turbines into the United States. Owner shall be liable for and shall pay all present and future other taxes and duties including any sales tax, use tax, value added tax, property tax, excise or other similar taxes payable within the United States; if Seller is required by Applicable Law to pay or collect any such taxes on the Wind Turbine Work, then such taxes shall be paid by Owner in addition to the Contract Price. The Contract Price stated above excludes (i) any unloading costs, costs for assembly, installation and erection of the Wind Turbines at the Site, and balance of plant costs, all of which are the responsibility of Owner, (ii) the Technical Advisory Fee, which shall be paid separately in accordance with Section 7.3.2(a) , (iii) any other sums expressly required under this Agreement to be paid or reimbursed by Owner to Seller and not described in this Section 5.1 , (iv) if Seller is requested to supply additional sets of Special Tools pursuant to Section 3.2.6 , any additional price therefore invoiced pursuant to Section 3.2.6 , (v) the Cold Weather Package option, which shall be ordered and priced pursuant to Section 5.1.2 , (vi) the Transportation Adjustment, which shall be ordered and priced pursuant to Section 5.1.3 , and the Inland Transportation Adjustment, which shall be ordered and priced pursuant to Section 7.1.2.3 , (vii) the Commissioning Fee as described in Section 5.1.5 , (viii) the Lift Assist System option, which shall be ordered and priced pursuant to Section 5.1.7 , and (ix) the 50

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Hertz option, which shall be ordered and priced pursuant to Section 5.1.8 . With respect to the sums described in items (ii) through ix), inclusive, Owner shall be liable for and shall pay all present and future taxes and duties including any sales tax, use tax, value added tax, property tax, excise or other similar taxes payable within the United States; if Seller is required by Applicable Law to pay or collect any such taxes on such items, then such taxes shall be paid by Owner in addition to the Contract Price.

5.1.1 Currency Conversion . Concurrently with the applicable NTP Payment, Owner may elect to convert any further payable Japanese Yen portion of the Contract Price associated with the WTGs covered by the applicable NTP Payment, except for the payments previously or concurrently made pursuant to Section 5.2.1 , 5.2.2 , 5.2.11 and 5.2.12 , into US Dollars at the one month averaged exchange rate quoted in the Wall Street Journal, Western Regional Edition under the caption " Global Stocks and Currencies—Currencies " for the 30 trading days immediately prior to the date the applicable NTP Payment is made (or if such delivery date is not a trading day, the first trading day thereafter) plus currency hedge cost offered by The Bank of Tokyo-Mitsubishi UFJ; provided, however, that Owner (i) delivers a nonbinding written notice to Seller of its intention to make such conversion no later than five (5) Business Days prior to the applicable NTP Payment date; and (ii) delivers binding and irrevocable instructions to Seller with respect to such conversion as early as practicable, but in no event later than 12 Noon, Pacific Time, on the proposed trading day. In the event that Owner does not exercise such option as provided herein, then the Contract Price for the WTGs covered by the applicable NTP Payment shall remain payable in accordance with Section 5.2 below in Japanese Yen and US Dollars in the ratio that the two currencies bear to each other in the Contract Price. In the event that Owner does exercise such option as provided herein, then, following such currency conversion, the remaining payable Contract Price for the affected Wind Turbines shall be payable solely in US Dollars, except for the payment of escalation adjustment pursuant to Section 5.1.6 . Notwithstanding the foregoing, Owner may elect currency conversion for the First 2008 Units (NTP Payment date of March 29, 2007) by giving written notice of such election to Seller no later than March 30, 2007 (and Owner shall be deemed to have given the non-binding notice of intention to make such conversion specified in clause (i) of the first sentence in this Section simultaneously with execution of this Agreement).

5.1.2 Cold Weather Package . The Cold Weather Package will be available for inclusion on applicable Wind Turbines scheduled for delivery as shown on Exhibit D . Owner may elect to purchase the Cold Weather Package for each Wind Turbine by giving written notice of the same to Seller within thirty (30) days after designation of the Site for such Wind Turbines. Seller shall provide its good faith estimate of the cost of such Cold Weather Package (per turbine model) no later than August 31, 2007, and shall update such estimate from time to time as the cost becomes more certain; provided, however, that the final cost of such Cold Weather Package (per turbine model) shall not exceed US$*** per Wind Turbine. If Owner selects a Cold Weather Package and subsequently Seller provides the Cold Weather Package to other purchasers of similar of Wind Turbines with scheduled deliveries in 2008 or 2009 for a lower price than that charged Owner, then the price charged Owner for the Cold Weather Package shall be automatically adjusted to such lower price and, if already paid, the amount overpaid shall be promptly refunded to Owner.

5.1.3 Transportation Adjustment . The Contract Price stated in Section 5.1 is based on shipment as follows: (i) Wind Turbine components originating from Japan, DDP United States Port of Entry on the West Coast that can accommodate delivery of the Wind Turbines (INCOTERMS 2000), (ii) Tower, ex-works of US factory location or through US Customs to a DDP Port of Entry on the West Coast that can accommodate delivery of the Wind Turbines, and (iii) blade, ex-works of Santa Teresa, New Mexico (the " Port of Entry "). As early as practicable, but in no event later than

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16 months before WTG first shipment to a Project, Owner may elect by written notice to Seller to change the Port of Entry, or to elect multiple Ports of Entry, into the United States provided, however, that the Contract Price shall be equitably adjusted to be increased (and in no event to be decreased) so that Seller shall recover all actual and reasonable costs and expenses incurred in the change of Port of Entry (the " Transportation Adjustment ").

5.1.4 Inland Transportation Costs . The Contract Price stated in Section 5.1 includes all transportation related costs to the Port of Entry, does not include costs for transporting the Wind Turbines from the Port of Entry to the Site. The Inland Transportation Costs (as defined in Section 7.1.2.3 ) shall be payable as provided in Section 5.2.10 and 5.2.20 .

5.1.5 Commissioning Fee . Seller is responsible for Commissioning of all the Wind Turbines by provision of its commissioning engineers (the " Commissioning Engineers ") services. The fee for such Commissioning Engineers' services shall be calculated on a rendered basis, in accordance with Technical Advisor Fee Schedule attached hereto as Exhibit L (the " Commissioning Fee "). The Contract Price stated in Section 5.1 does not include the Commissioning Fee, and the Owner shall pay the Commissioning Fee on a monthly basis pursuant to Section 5.2.9 and 5.2.19 .

5.1.6 Contract Price Adjustment . The Contract Price stated in Section 5.1 shall reflect (i) the actual models of Wind Turbines selected by Owner from the MHI MWT95/2.4 wind turbine generator with 4.8 meter diameter tower (the " 2008 Basic Model " or " 2009 Basic Model ", collectively, the " Basic WTG Model ") based on the Price Table in accordance with Section 5.1, (ii) the Escalation Adjustment, if the Escalation Adjustment is required in accordance with Exhibit X (the " Escalation Adjustment Procedure "), and (iii) the cost to modify the WTG Specifications if the WTG Specifications have to be modified to meet Site Conditions and/or the Site Plan stated in Section 7.1 ; provided, however, that such adjustment(s) shall apply only in the event that the Owner elects a different WTG model from the Basic WTG Model, the Escalation Adjustment is required or the WTG Specifications are modified as a result of site specific changes in the Site Conditions and/or Site Plan.

5.1.7 Lift Assist System Option . The Lift Assist System option will be available for all Wind Turbines. Owner may elect to purchase the lift assist system for each Wind Turbine by giving written notice of the same to Seller 15 months prior to first WTG shipment. Upon such election, the Unit Price shall increase by an amount equal to the cost of the Lift Assist System plus ***%, and the Contract Price shall increase by an amount equal to the cost of the Lift Assist System plus ***% multiplied by the number of Wind Turbines for which the Lift Assist System is ordered.

5.1.8 50 Hertz Option . Owner may elect to convert the specification of WTGs from 60 Hz to 50 Hz by giving written notice to Seller 15 months prior to WTG first shipment. In the event that such election leads to the change of delivery location from inside the United States to outside the United States (e.g., Europe), the appropriate and reasonable terms and condition including, but not limited to, the Contract Price, delivery terms, delivery schedule, etc. shall be revised and mutually agreed between Owner and Seller; provided, however, that Seller shall have the option, exercisable within 60 days after notice from Owner of the proposed change, to decline and/or change the Availability Guarantee, and the Service Agreement if the location selected by Owner presents obstacles that frustrate or prevent Seller's performance of its duties, and if Seller elects to make such adjustments, then Owner may withdraw its election pursuant to this Section 5.1.8 without penalty or cost so long as Owner gives written notice to Seller within ten (10) Business Days after Owner's receipt of Seller's election to make some or all of such adjustments.

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5.2

Payment Schedule and Method .

Owner shall be obligated to pay the Contract Price (including any increase or adjustment thereto) to Seller by wire transfer to such account as may be directed by Seller in writing at the following times in the installments indicated provided; however, that each installment shall be due within ten (10) Business Days following delivery of Seller's invoice for the same (with the exception of the Reservation Fee, as provided in Section 5.2.1 and 5.2.11 below) The Contract Price shall be the Contract Price of the Basic WTG Model as defined in Price Table in Section 5.1 unless Owner selects the different model of WTG:

For the 2008 delivery units

(For the purposes of Sections 5.2.1 through 5.2.10 , all references to " Contract Price " shall be deemed to be references to the Contract Price for 2008 delivery units and all references to WTGs or components thereof shall be deemed to be references to the 2008 delivery units).

5.2.1 Reservation Fee :

(a) with respect to the First 2008 Units, Seller and Owner agree that a reservation fee equal to *** percent (***%) of the Contract Price for such First 2008 Units is due and payable upon execution and delivery of this Agreement. Seller acknowledges that Owner has previously paid the sum of *** US dollar ($***) and any other fee paid if any, which the parties agree shall be treated as a part of the Reservation Fee to be credited toward the payment of the Reservation Fee.

(b) With respect to the Last 2008 Units, Seller and Owner agree that a reservation fee equal to *** percent (***%) of the Contract Price for such Last 2008 Units is due and payable upon execution and delivery of this Agreement.

5.2.2 *** % NTP Payment :

(a) With respect to the First 2008 Units, Owner shall be obligated to pay Seller an amount equal to *** percent (***%) of the Contract Price for the First 2008 Units on or before March 29, 2007 (an "NTP Payment").

(b) With respect to the Last 2008 Units, Owner shall be obligated to pay Seller an amount equal to *** percent (***%) of the Contract Price for the Last 2008 Units (an "NTP Payment") on or before May 20, 2007.

5.2.3 *** % Twelve (12) Months Before 1 ^st Shipment (Last 2008 Units Only) . With respect to the Last 2008 Units only, upon the date which is twelve (12) months prior to the first scheduled shipment of a Wind Turbine nacelle for the Last 2008 Units from the manufacturer in Japan as described in the Delivery Schedule, Owner shall be obligated to pay to Seller an amount equal to *** percent (***%) of the Contract Price for the Last 2008 Units.

5.2.4 *** % Four (4) Months Before 1 ^st Shipment . Upon the date which is four (4) months prior to the first scheduled shipment of a Wind Turbine nacelle from the manufacturer in Japan as described in the Delivery Schedule, Owner shall be obligated to pay to Seller an amount equal to *** percent (***%) of the Contract Price.

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5.2.5 *** % Ex-Works Factory : Upon the date which is fourteen (14) Business Days prior to shipment of Ex-Works factory of all WTG components, Owner shall be obligated to pay to Seller an amount equal to *** percent (***%) of the Contract Price. In addition, thirty (30) days prior to the scheduled Ex-Works date, Owner shall deliver to Seller an irrevocable letter of credit in the form attached as Exhibit U hereto issued by a bank reasonably satisfactory to Seller, for the remainder of the Contract Price including the amount increased by the Escalation Adjustment if any, terminable upon the payment in full of the Contract Price. Upon each payment by Owner pursuant to Section 5.2.5 , 5.2.6 , and 5.2.7 , the amount of an irrevocable letter of credit shall be reduced in an amount corresponding to the payments made by Owner.

5.2.6 *** % Upon Delivery : Upon delivery of all components identified in Exhibit E (the " Component Shipping List ") for a complete WTG to the Site pursuant to Section 7.2 , Owner shall be obligated to pay to Seller an amount equal to *** percent (***%) of the Contract Price pro rated per WTG.

5.2.7 *** % Upon Completion of Commissioning . Within ten (10) Business Days from issuance or deemed issuance of the Commissioning Certificate attached hereto as Exhibit N of each WTG, Owner shall be obligated to pay Seller an amount equal to *** percent (***%) of the Contract Price pro rated for each WTG; provided, however, Owner shall not be obligated to make such payment (or portion thereof) to the extent that making such payment would cause the unpaid portion of the Contract Price to be less than *** percent (***%) of the then current total estimated cost of the Punch List.

5.2.8 Technical Advisory Fee . The Technical Advisory Fee shall be calculated on a rendered basis, in accordance with Technical Advisor Fee Schedule attached hereto as Exhibit L and as further provided in Section 7.3.2 , and shall be paid upon Seller's invoice net thirty (30) days.

5.2.9 Commissioning Fee . The Commissioning Fee shall be calculated on a rendered basis, in accordance with Technical Advisor Fee Schedule attached hereto as Exhibit L , and shall be paid to Seller on a monthly basis upon Seller's invoice net thirty (30) days.

5.2.10 Inland Transportation Costs . The Inland Transportation Costs shall be determined as provided in Section 7.1.2.3 and shall be paid to Seller on a monthly basis upon Seller's invoice net thirty (30) days, commencing on such date as provided in the Inland Transportation Quote.

For the 2009 delivery units

(For the purposes of Sections 5.2.11 through 5.2.20 , all references to " Contract Price " shall be deemed to be references to the Contract Price for 2009 delivery units and all references to WTGs or components thereof shall be deemed to be references to the 2009 delivery units).

5.2.11 *** % Reservation Fee . Seller and Owner agree that a reservation fee equal to *** percent (***%) of the Contract Price is due and payable upon execution and delivery of this Agreement.

5.2.12 *** % NTP Payment . On or before August 30, 2007, Owner shall be obligated to pay Seller an amount equal to *** percent (***%) of the Contract Price (an " NTP Payment ").

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5.2.13 *** % Twelve (12) Months Before 1 ^st Shipment . Upon the date which is twelve (12) months prior to the first scheduled shipment of a Wind Turbine nacelle from the manufacturer in Japan as described in the Delivery Schedule, Owner shall be obligated to pay to Seller an amount equal to *** percent (***%) of the Contract Price.

5.2.14 *** % Four (4) Months Before 1st Shipment . Upon the date which is four (4) months prior to the first scheduled shipment of a Wind Turbine nacelle from the manufacturer in Japan as described in the Delivery Schedule, Owner shall be obligated to pay to Seller an amount equal to *** percent (***%) of the Contract Price.

5.2.15 *** % Ex-Works Factory : Upon the date which is fourteen (14) Business Days prior to shipment of Ex-Works factory of all WTG components, Owner shall be obligated to pay to Seller an amount equal to *** percent (***%) of the Contract Price. In addition, thirty (30) days prior to the scheduled Ex-Works date, Owner shall at its own selection, deliver to Seller an irrevocable letter of credit in the form attached as Exhibit U hereto issued by a bank reasonably satisfactory to Seller, for the remainder of the Contract Price including the amount increased by the Escalation Adjustment if any, terminable upon the payment in full of the Contract Price. Upon each payment by Owner pursuant to Section 5.2.15 , 5.2.16 and 5.2.17 , the amount of an irrevocable letter of credit shall be reduced in an amount that corresponds to the amount of payment made.

5.2.16 *** % Upon Delivery : Upon delivery of all components identified in Exhibit E (the " Component Shipping List ") for a complete WTG to the Site pursuant to Section 7.2 , Owner shall be obligated to pay to Seller an amount equal to *** percent (***%) of the Contract Price pro rated per WTG.

5.2.17 *** % Upon Completion of Commissioning . Within ten (10) Business Days from issuance or deemed issuance of the Commissioning Certificate attached hereto as Exhibit N of each WTG, Owner shall be obligated to pay Seller an amount equal to *** percent (***%) of the Contract Price pro rated for each WTG; provided, however, Owner shall not be obligated to make such payment (or portion thereof) to the extent that making such payment would cause the unpaid portion of the Contract Price to be less than *** percent (***%) of the then current total estimated cost of the Punch List.

5.2.18 Technical Advisory Fee . The Technical Advisory Fee shall be calculated on a rendered basis, in accordance with Technical Advisor Fee Schedule attached hereto as Exhibit L and as further provided in Section 7.3.2 , and shall be paid upon Seller's invoice net thirty (30) days.

5.2.19 Commissioning Fee . The Commissioning Fee shall be calculated on a rendered basis, in accordance with Technical Advisor Fee Schedule attached hereto as Exhibit L , and shall be paid to Seller on a monthly basis upon Seller's invoice net thirty (30) days.

5.2.20 Inland Transportation Costs . The Inland Transportation Costs shall be determined as provided in Section 7.1.2.3 and shall be paid to Seller on a monthly basis upon Seller's invoice net thirty (30) days, commencing on such date as provided in the Inland Transportation Quote.

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Article 6. Change Orders and Suspension

6.1

Change Order .

6.1.1 Change Order Process . Either Owner or Seller may request changes in the Wind Turbine Work within the general scope of this Agreement consisting of additions, deletions, or other revisions. If a Party so desires to change the Wind Turbine Work, it shall submit a change request to the other Party in writing. Within ten (10) Business Days of delivery of any such request, requesting Party shall submit a detailed proposal requesting the change stating (i) the increase or decrease, if any, in the Contract Price which would result from such change, and (ii) the effect, if any, upon the Delivery Schedule, the Guaranteed WTG Commissioning Completion Date and/or any other guaranteed date of completion hereunder by reason of such proposed change, and (iii) the impact such change may have on any other provision in the Contract Documents affected by the change. The Party receiving such request of a Change Order shall have seven (7) Business Days to accept or reject in writing such proposal in relation to the requested change. Upon mutual agreement with regard to the proposal, Owner and Seller shall execute a Change Order reflecting the requested change in the Wind Turbine Work and proposed adjustments, if any, in the Contract Price, the Delivery Schedule, the Guaranteed WTG Commissioning Completion Date and/or any other guaranteed date of completion hereunder, and/or an equitable adjustment in such other provision in the Contract Documents affected by the change. In the event the receiving Party disagrees with the requesting Party's proposal, the receiving Party shall notify the requesting Party that it has decided to decline the requested change. Should receiving Party fail to respond to requesting Party in writing within the foregoing seven (7) Business Day period, the receiving Party shall be deemed to have declined the requested change.

6.1.2 No Change . Notwithstanding anything to the contrary contained in this Contract, a Party shall not be obligated to proceed with any change in the Wind Turbine Work requested by the other Party unless and until a Change Order is executed by the parties in relation to such change. Further, Seller shall not be required to implement a requested change in the Wind Turbine Work by Owner if Seller reasonably believes the implementation of such change could impair its ability to achieve any of the performance guarantees, warranties or covenants set forth in the Contract Documents. Seller shall not perform any Change Orders until Owner has approved in writing the proposed adjustments.

6.1.3 Change Order Caused by a Force Majeure Event . If a Force Majeure Event occurs that adversely affects the Wind Turbine Work such that Seller's performance of the Wind Turbine Work is temporarily or permanently prevented, Seller shall be entitled to a Change Order reflecting such impact of such Force Majeure Event, including equitable extensions of guaranteed dates of completion, taking into account each day Seller's performance hereunder is prevented due to such Force Majeure Event; provided, however, that (i) to the extent Seller is compensated for the effect of a Force Majeure Event by insurance required to be maintained pursuant to Article 17 , or (ii) to the extent Owner would have been so compensated but for Seller's failure to provide such insurance, Seller shall not be entitled to a Change Order adjusting the Contract Price for such Force Majeure Event. Seller must request such Change Order in writing within fifteen (15) Business Days after Seller first becomes aware or should reasonably have been aware of the event that Seller asserts is a Force Majeure Event.

6.1.4 Change Order Caused by Owner Delays . If an event of Owner Delays occurs that adversely affects on the Seller's performance of the Wind Turbine Work, Seller shall be entitled to a Change Order reflecting such impact of such event of Owner Delays on the Wind Turbine Work,

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including, but not limited to, the Contract Price, the Delivery Schedule, the Warranty and the Guaranteed WTG Commissioning Completion Date.

Seller must request such Change Order in writing within fifteen (15) Business Days after Seller first becomes aware or should reasonably has been aware of the event that Seller asserts is an event of Owner Delays.

6.1.5 Change Order Caused by Suspension . In the event of occurrence of suspension of the Wind Turbine Work by Seller pursuant to Section 6.2 , Seller shall be entitled to a Change Order reflecting the result and impact of such suspension on the Wind Turbine Work, including, but not limited to, Contract Price, the Delivery Schedule, the Warranty and the Guaranteed WTG Commissioning Completion Date.

Seller must request such Change Order in writing within fifteen (15) Business Days after cessation of such suspension.

6.1.6 Change Order Caused by Change in Law . If a Change in Law occurs that adversely affects on the Seller's performance of the Wind Turbine Work, Seller shall be entitled to a Change Order reflecting the impacts of such Change in Law on the Wind Turbine Work, including, but not limited to, the Contract Price, the Delivery Schedule, the Warranty and the Guaranteed WTG Commissioning Completion Date.

6.2

Suspension Upon Nonpayment .

In the event that any payments due under the Contract Documents (other than the NTP Payment) are not received within thirty (30) days from the date payment is due, provided that the unpaid amounts are not the subject of a good faith dispute, Seller may suspend performance of the Wind Turbine Work upon seven (7) Business Days written notice Owner. If such nonpayment from Owner continues for more than sixty (60) days, Seller shall have a remedy in accordance with Section 16.2 . Seller will resume performance promptly after all outstanding amounts due are received. Upon doing so, Seller shall be entitled to an equitable adjustment in the Contract Price, and the time for performance of the Wind Turbine Work.

Article 7. Project Designation, Delivery, Mechanical Completion, Commissioning, Substantial Completion and Final Completion

7.1

Project Designation .

7.1.1 Site Plan .

(a) Owner shall use commercially reasonable efforts to provide to Seller the information required pursuant to Exhibit B to the extent reasonably available, including (i) site descriptions in substantial compliance with the criteria described in Exhibit B and the Site Conditions in substantial compliance with the criteria described in Exhibit B with respect to such Site (including but not limited to then available basic Site data, Site wind conditions and seismic conditions, and Owner's report explaining, interpreting and analyzing the same) in no event later than 16 months from the first WTG shipment for such Site, and (ii) drawings of such Site illustrating the then current proposed Site Plan and placement of crane pads in no event later than 10 months from the first WTG shipment for such

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Site, copies of which, upon delivery to Seller, shall be attached to this Agreement as Exhibits B-1 (the " Site Description "), G-1 (the " Site Conditions ") and B-2 (the " Site Plan "). From and after the delivery to Seller of the Site Conditions and Site Plan for each Site, the terms "Site" and "Project" shall mean and apply mutatis mutandis to the Site and Project described by Owner therein. Seller shall provide any and all comments to Owner with respect to the Site Conditions and the Site Plan within thirty (30) days from the date Seller receives such Site Plan contains data reasonably satisfactory to Seller; such comments may include the application of a Columnar Control Strategy to the Wind Turbines if in the opinion of Seller the Columnar Control Strategy is advisable to prevent loads on the Wind Turbines associated with such Site Conditions and Site Plan from exceeding the loads which were assumed as the design basis for the Wind Turbines. If Owner should revise the Site Conditions or the Site Plan for any Site, Owner will promptly provide the same to Seller for comments, if any, on the same terms as the initial Site Plan.

(b) Seller shall not in any way be responsible for the Site Conditions and the Site Plan for the Site, including but not limited to the placement of crane pads and design of the foundations, except to provide the information required by Section 3.2.2(a) , (b) and (k) . No action of Seller pursuant to Section 7.1.1(a) will relieve Owner of responsibility for any errors or omissions in the Site Plan, Site Conditions, Site layout, crane pads and the design of the foundations, nor any of its other contractual and legal obligations.

(c) Acceptance or approval by Owner of drawings or other documents provided by Seller in respect of work proposed and/or designed by Seller or its subcontractor(s) will not relieve Seller of responsibility for any errors or omissions therein.

(d) Any proposed changes to the WTGs or other equipment or materials by Seller or MHI, after having been approved and/or confirmed by Owner, are to be marked on the drawings, with relevant dimensions and provided to Owner as soon as reasonably possible. A complete list of such approved changes, together with the related drawings, shall be provided to Owner on or before Final Completion.

7.1.2 Project Designation .

7.1.2.1 Owner shall issue written notice of the Project Designation in compliance with the procedure set out in Section 7.1.2.2 .

7.1.2.2 Subject to Section 16.2.2 , Owner will issue the Project Designation, by giving a written notice containing the information, as specified in Exhibit T , such Project Designation to be issued as soon as practicable, but in no event later than 16 months before WTG first shipment. Owner shall ensure that Project Designation is in compliance with the Delivery Schedule as set forth in Exhibit D .

7.1.2.3 As soon as practicable, but no later than sixty (60) days after receipt of the Project Designation, Seller shall provide to Owner a transportation cost study, along with a reasonably competitive firm price quote, schedule adjustment (if any) and terms and conditions with regard to transport of the Wind Turbines covered under such Project Designation (collectively, the " Inland Transportation Quote "). The final cost and fixed price (all to be priced by Seller as provided above) for inland transit shall be subject to consultation with Owner regarding transit options taking into consideration the obligation on the part of Seller to use its reasonable efforts to minimize such transit costs and the need for a transportation routing study. No later than seven (7) Business Days following receipt of the Inland Transportation Quote, Owner shall accept or provide comments, if any, in writing

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on the Inland Transportation Quote in relation to the Inland Transportation to be the part of Wind Turbine Work. In the event that Owner comments on the Inland Transportation Quote, Seller shall respond to Owner within seven (7) Business Days following the receipt of such comments and shall make reasonable efforts to take such comments into account in revising the transportation plan and if such comments will result in a different transportation price, Seller will obtain a new price quote. Owner shall pay Seller the final firm price of the final Inland Transportation Quote, plus ***% of such amount (collectively, the " Inland Transportation Costs ") as provided in Section 5.2.10 and 5.2.20 and a Change Order shall be issued that memorializes the Inland Transportation Costs, schedule adjustments (if any) and changes in terms and conditions (if any).

7.1.3 Project Status Meeting .

7.1.3.1 Weekly Project Status Meetings. From and after the delivery of the NTP, both Seller and Owner shall appoint a representative pursuant to Sections 7.7.1 and 7.7.2 , respectively to attend weekly Project meetings that may be held upon request from a Party (which representatives may attend in person or by conference call, at his or her option) to discuss, among other items:

(i)

the schedule for the other Wind Turbine Work;

(ii)

delays and the reasons therefore and actions being taken;

(iii)

shortages of labor, plant or materials, and actions being taken;

(iv)

difficulties in the execution of subcontracts, if any, and actions being taken; and

(v)

any outstanding information previously requested by Owner or Seller.

7.1.3.2 Other Project Status Meetings . Both Seller and Owner shall have a representative (which representatives may attend in person or by conference call, at his or her option) attend other meetings with respect to the Site when requested by the other upon reasonable notice and inform subcontractors when their presence is required.

7.1.3.3 Monthly Project Status Reports . On the first day of each calendar month, Owner shall provide to Seller a report of the status to date of the development of the Project. Seller may request and Owner will supply additional updates at reasonable intervals from time to time.

7.2

Delivery .

7.2.1 Delivery of Wind Turbines .

(a) Provided that Owner shall have paid the NTP Payment and delivered the effective NTP to Seller on or before the applicable NTP Deadline, Seller guarantees that each Delivery of a WTG shall occur no later than the dates set forth in the Delivery Schedule (the " Guaranteed Delivery Date "). Seller shall deliver each Wind Turbine at the times set forth on and in accordance with the Delivery Schedule attached hereto as Exhibit D . If the Inland Transportation Quote is accepted by Owner, then such delivery shall be to a location designated by Owner adjacent to the crane pad location for such Wind Turbine at the Site, or if any such crane pad location may not be available at the time Seller is ready to deliver the Wind Turbine, then to a storage location identified by Owner on or adjacent to the Site (" Delivery "). Owner shall provide to Seller, and its subcontractors and vendors

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and their respective employees and agents reasonable access to the Site and locations within or near the Site, or to the storage location on or adjacent to the Site, as designated by Owner and shown on the Site Plan attached as Exhibit B-2 , as such access is necessary to permit Seller to perform the Wind Turbine Work, including the deliveries. The access to the Sites and such delivery locations provided by Owner shall be broad enough and otherwise sufficient to permit access and egress by heavy trucks and highway trailers and shall comply with the requirements of Exhibit D-1 (" Transportation Requirements ").

(b) If the Inland Transportation Quote is accepted by Owner, then prior to unloading at the location designated by Owner adjacent to the crane pad location for such Wind Turbine at the Site, or at the storage location identified by Owner on or adjacent to the Site, Owner and Seller shall jointly inspect each component for visible external damage and road grime and, record such visible damage and road grime, if any. If the Inland Transportation Quote is not accepted, and Owner is providing inland transportation, then inspection for visible damage and road grime shall occur after unloading on the docks at the Port of Entry. Seller shall remove, or upon Seller's written request, Owner shall, at Seller's expense, cause BOP Contractor to remove any road grime from the delivered equipment, if any, identified during such inspection. If any damage is identified during such inspection, Seller shall either repair or replace the damaged component, provided, however, that if such damage was caused by Owner or BOP Contractor during such inspection, Owner shall reimburse Seller for the repair cost. Owner shall be responsible to unload, or cause to be unloaded, all Wind Turbines, components, equipment, Parts and Special Tools delivered by Seller, and Owner and Seller shall check-off such turbine equipment so delivered pursuant to a delivery process check-sheet (" Unloading Check-sheet ") included with the Turbine Installation and Erection Manual. Provided that Seller has given Owner prior notice of the scheduled delivery date and time as set forth in the following sentence, and such delivery occurs during such time period (or during an alternative time period agreed to by Owner), Owner or BOP Contractor shall complete the unloading of each Wind Turbine, components, equipment, Parts and Special Tools within four (4) consecutive hours immediately after such Component passes the Site entrance gate; provided, however, that in no event shall Seller deliver more than sixteen (16) trucks (or highway trailers) per day (at such reasonable intervals as may be agreed to by the Parties to allow unloading within such four (4) hour period) to the delivery location unless otherwise agreed to by the Parties. Seller shall provide Owner with the following notices prior to the scheduled delivery of the Wind Turbines:

(i)

Fourteen (14) days prior to the scheduled delivery, Seller shall provide Owner with written notice of the date and time (which delivery must be during business hours) of the scheduled delivery;

(ii)

Five (5) days prior to the scheduled delivery; Seller shall provide Owner with written notice confirming the date and time of the scheduled delivery (or any changes in the schedule provided that Owner agrees to such changes);

(iii)

Twenty-four (24) hours prior to the scheduled delivery, Seller shall provide Owner with telephonic notice confirming the date and time of the scheduled delivery (or any changes in the schedule provided that Owner agrees to such changes).

In the event that unloading is not accomplished within such four (4) hour period for any reason not attributable solely to Seller, Owner shall reimburse Seller for costs actually incurred as a result thereof including, without limitation, demurrage, additional insurance coverage and any re-transport. If the delivery does not occur during the scheduled time period as a result of a delivery failure or change

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in schedule by Seller or its delivery contractor, the unloading shall occur on the following Business Day and any costs associated with such delay shall be borne by Seller. Liability for any demurrage and subsequent re-transportation costs pursuant to this Section shall not be considered as nor included in consequential damages of any type or nature for either Owner and BOP Contractor or Seller. Seller and Owner agree that in the event of any unloading delay (attributable either to Seller or Owner), both parties shall exercise good faith efforts to mitigate any costs associated with such delay, including but not limited to demurrage and re-transportation costs.

(c) Delivery shall be complete for each WTG when the last component Part of the WTG arrives at the Port of Entry, or in the case that the Inland Transportation Quote is accepted by Owner and Seller performs such inland transportation, at the adjacent crane pad location, or at the storage location, as the case may be, for such component Part of a Wind Turbine. For the avoidance of doubt, but subject to the following sentence, (i) it is understood that Seller shall thereafter have no obligation, responsibility or risk with respect to the movement or re-delivery of such Wind Turbines or component Part thereof which shall be done by Owner at it's cost, and (ii) a full Wind Turbine shall be "Delivered" (as defined in subsection (a) above) when all component Parts (other than minor Parts which do not delay the erection of the WTGs) and Major Components comprising such Wind Turbines which are necessary to achieve Mechanical Completion have been delivered to the Site or at the storage location. Notwithstanding the foregoing, if the delivery of any Wind Turbine arrives more than ninety (90) days earlier than the scheduled delivery date for such Wind Turbine, Owner shall provide space to Seller in order to store such Wind Turbines at Seller's cost and risk up to the scheduled date for delivery in the Delivery Schedule and Seller shall pick up and redeliver such Wind Turbines at Seller's cost and at the times set forth on and in accordance with the Delivery Schedule; provided, however, that if Owner or BOP Contractor accept such Wind Turbines when delivered Seller shall bear no risk for the storage of such Wind Turbines and bear no cost for the pick up and redelivery of such Wind Turbines.

7.2.2 Packing of Wind Turbines .

Seller shall properly pack the Wind Turbines in accordance with the standard practice for such Wind Turbines and in such a manner as is necessary for safe intermodal and, where applicable, international transport and delivery to the Site.

7.3

Mechanical Completion .

7.3.1 Owner's Work for Mechanical Completion .

(a) Owner shall be responsible for achieving Mechanical Completion of each individual WTG including making available for its own use all tools and necessary equipment that are required for the activities required for achieving Mechanical Completion including cranes but excepting the Special Tools.

(b) Beginning on the date on which the first WTG achieves Mechanical Completion and on every date thereafter on which a WTG has achieved Mechanical Completion, Owner shall prepare, or cause to be prepared, and submit to Seller a Mechanical Completion Certificate certifying that the WTG has been properly assembled, erected and installed and that the WTG is ready to commence Commissioning, substantially in the form of Exhibit M with respect to each such WTG as of such date. Each such Mechanical Completion Certificate shall include a Mechanical Completion Checklist (described in Exhibit M-1 ), and be presented in a form reasonably acceptable to Seller, with sufficient

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detail to demonstrate that Mechanical Completion has been achieved in accordance with the Requirements for each of the WTGs listed in such certificate, provided that Seller shall not be required to perform the review of more than three (3) Mechanical Completion Certificates per day.

(c) Within three (3) days following the date on which a Mechanical Completion Certificate is received by Seller, Seller shall review and inspect, on a "spot check" basis, certain WTGs for purposes of satisfying itself that the matters set forth in the Mechanical Completion Checklist attached to such Mechanical Completion Certificate with respect to the assembly, erection and installation of such WTG have been performed in accordance with the Turbine Installation and Erection Manual, and within such three (3) day period, Seller shall either (i) countersign and deliver to Owner the Mechanical Completion Certificate for such WTG to indicate its agreement that such Mechanical Completion has been achieved, or (ii) if reasonable cause exists for doing so, notify Owner of Seller's belief that Mechanical Completion has not been achieved with respect to those certain WTGs specified therein. Seller's review and inspection shall include spot checks and such checks shall be, in part, based on Seller's professional judgment of the WTG to assist Buyer in identifying whether assembly, erection and installation of the relevant WTG has been performed in accordance with Seller's Turbine Installation and Erection Manual. Any notice issued pursuant to this subparagraph (c) shall state in detail Seller's reasons for believing that any such WTG has not achieved Mechanical Completion and advise Owner and BOP Contractor of the actions required to achieve Mechanical Completion of such WTGs.

(i)

If and to the extent Owner reasonably agrees with such advice, Owner shall cause BOP Contractor to diligently complete the same in a good and workmanlike manner and in accordance with the Requirements.

(ii)

If Owner does not agree with such advice of Seller, Owner shall notify Seller and Independent Engineer of the same and, within one day following receipt thereof, Independent Engineer shall report in writing whether Mechanical Completion has been achieved. If the Independent Engineer shall report that Mechanical Completion has been achieved, such report shall constitute the Mechanical Completion Certificate for all purposes, and the fees and expense of Independent Engineer in preparing such report shall be for the sole account of Seller. If the Independent Engineer shall report that Mechanical Completion has not been achieved, such report shall identify those actions remaining to be achieved, and the fees and expense of Independent Engineer in preparing such report shall be for the sole account of Owner. Owner shall cause BOP Contractor to diligently complete the same in a good and workmanlike manner and in accordance with the Requirements. Upon completing such actions, Owner shall issue a new Mechanical Completion Certificate for such WTG for reconsideration by Seller pursuant to this subparagraph (ii). Such procedures shall be repeated as necessary until Mechanical Completion has been achieved for such WTG.

(d) For the purpose of this Agreement, the date of achievement of Mechanical Completion for any individual WTG shall be the date on which the last iteration of the Mechanical Completion Certificate for such Wind Turbine was countersigned by Seller or the date the Independent Engineer's report constituting the Mechanical Completion Certificate is issued, as applicable. Seller shall not unreasonably withhold its signature to the Mechanical Completion Certificate and Seller's failure to either countersign such certificate or notify Owner of Seller's reasons for the failure to do so within such three (3) day period shall constitute a deemed signature by Seller of the Mechanical Completion Certificate.

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(e) By countersigning the Mechanical Completion Certificate (or by providing notice of Seller's belief that Mechanical Completion is not completed), or providing visual review and technical advice services, or accepting the Wind Turbine for Commissioning, Seller does not assume any liability or responsibility with respect to any of Owner's Work or other matter for which Owner requests technical support services, including, without limitation, the correct performance of Mechanical Completion and the achievement of timely completion of the Mechanical Completion.

7.3.2 Technical Assistance .

(a) Scope of Technical Assistance . For the fees and charges described in subsection (c) below, Seller shall make available at the Site a technical advisor (hereafter the " Technical Advisor ") to provide to the engineers of Owner and Owner's contractors technical advice in the understanding and application of the Turbine Installation and Erection Manual during the assembly, installation and erection by Owner through Mechanical Completion of each Wind Turbine. The Technical Advisor shall be obligated to notify Owner of any irregularity or error in the assembly, installation and erection of each WTG that it may discover, and any other aspect of the Owner's Work that is defective or improper that Seller may discover. Notwithstanding the foregoing, Seller is not responsible for the errors in the work of others (not under Seller's control), regardless of whether or not Seller discovers or detects defects, etc. in such work. The Technical Advisor shall not, and no action or inaction of the Technical Advisor shall create any obligation or liability in Seller to, (i) supervise the employees of Owner or any of its contractors, (ii) prepare tools, machinery and materials for Owner's Work, (iii) schedule or reschedule Owner's Work, (iv) evaluate the progress of Owner's Work, or (v) provide quality control or quality assurance of Owner's Work; the description of the foregoing excluded services is not intended to be an exhaustive list, and is provided for purposes of example, and shall not create any implication that services not specifically excluded in this Agreement are therefore included. In the event that Owner shall request services from the Technical Advisor that are not required to be provided hereunder, Seller shall not be obligated to provide such services unless and until Seller and Owner agree in writing in an amendment of this Agreement upon the scope of such services and the compensation therefore. The Technical Advisor shall rely exclusively upon the communications and notices provided by Owner's Representative appointed pursuant to Section 7.7.2 . Seller reserves the right to evacuate the Technical Advisor upon the occurrence of, and for so long as, any event or condition exists that threatens the health or safety of the Technical Advisor or that unreasonably hinders the Technical Advisor in providing technical advice.

(b) Request for Technical Advise . If Owner has any doubt in respect of, or does not know how to proceed regarding, its assembly, installation and erection work, Owner's representative may notify Seller and, should Owner elect to do so, obtain technical advice from Seller's Technical Advisor prior to taking any further action. In the event that Owner or Owner's employees, or employees of Owner's contractors fail to comply with any advice given by Seller's Technical Advisor, Seller shall have no liability or responsibility arising from such failure, including, without limitation, with respect to any subsequent malfunction of that WTG to the extent attributable to such failure.

(c) Fee for Technical Advisory Service . The fee for the services described in Section 7.3.2 above shall be calculated pursuant to the Technical Advisor Fee Schedule attached hereto as Exhibit L (from time to time, the " Technical Advisory Fee "), which shall be payable in accordance with Section 5.2.8.

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7.4

Commissioning .

(A) Provided that Owner has confirmed to Seller in writing that Energization has occurred pursuant to Section 4.8 (or sufficient and reliable electricity is otherwise available from a temporary transformer or generator before grid connection), Seller shall commence the Commissioning of each WTG promptly following the date of achievement of Mechanical Completion as provided in Section 7.3 for such WTG. Subject to Section 4.1 , Seller shall make commercially reasonable efforts to complete the Commissioning of one (1) WTG per three (3) days, provided that Energization has occurred in a timely manner, and at least one (1) WTG which has achieved Mechanical Completion, is available at the beginning of each three (3) days. Seller shall complete the Commissioning no later than Guaranteed Project Commissioning Date. For the avoidance of doubt, and without limitation of the definition of Excusable Delay, wind speed below five (5) meters per second or in excess of 15 meters per second (both in 10 minute averages) which occurs in total for more than four hours per day during the hours of 9:00 a.m. and 5:00 p.m. with respect to any Wind Turbine shall be considered Excusable Delay (and result in an extension on a hour by hour basis) in performing Commissioning of that Wind Turbine.

(B) In the event that Seller discovers during Commissioning that any part of the Mechanical Completion work was not performed satisfactorily notwithstanding Section 7.3.1(d) , Seller shall promptly inform Owner of the same and if Owner agrees, upon Owner's election and with Seller's consent, either (i) Seller will correct, or will cause Commissioning Subcontractor to correct, at the Owner's expense, the part of the Mechanical Completion that was not satisfactorily performed, or (ii) Owner shall direct BOP Contractor to correct the part of the Mechanical Completion that was not satisfactorily performed. Any time spent by Seller or BOP Contractor correcting, pursuant to the foregoing sentence, any part of the Mechanical Completion that was not satisfactorily performed shall be considered Excusable Delay in performing Commissioning to the extent it actually delays Commissioning. In the event of a disagreement between Seller and Owner as to whether an actual delay in Commissioning will result, Owner shall notify Independent Engineer of the same and, within one day following notification thereof, Independent Engineer shall report in writing his non-binding opinion on whether or not an actual delay in Commissioning will result from such corrective work.

(C) When Seller has completed the procedures as to a particular Wind Turbine outlined in the Commissioning Procedures and believes that it has achieved Commissioning as to that particular Wind Turbine, Seller shall so notify Owner in writing (which notice shall be accompanied by the completed Commissioning Procedures for such Wind Turbine indicating successful achievement of such items listed thereon). Immediately thereafter, Owner shall conduct those investigations and inspections as it deems necessary or appropriate to determine if Commissioning of such Wind Turbine has in fact been achieved. Within three (3) days after the receipt of Seller's notice by Owner, Owner shall either (i) notify Seller that Commissioning of the Wind Turbine has been achieved, or (ii) notify Seller that Commissioning of the Wind Turbine has not been achieved and stating the detailed justifiable reasons therefore, other than minor items which do not prevent the safe operation of the WTG in accordance with the operating parameters specified in the Specifications. Should Owner fail to respond to Seller's notice within three (3) Business Days, the corresponding Wind Turbine shall be deemed to have achieved Commissioning (provided that synchronization has occurred and such WTG is otherwise capable of continuous operation). Such deemed Commissioning shall, however, apply only for purposes of calculating the liquidated damages set forth in Section 8.3 , and determining whether or not Project Substantial Completion as set forth in Section 7.5.2 has been achieved. Further, such deemed Commissioning shall not excuse Seller from performing its obligations under this Agreement (other than those obligations described in the immediately preceding sentence), including, to the extent

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possible, finalizing the Punch List and completing other work necessary in order for such WTG to achieve WTG Substantial Completion and Project Substantial Completion. Once a Wind Turbine has achieved Commissioning, Seller and Owner shall thereafter mutually prepare and execute a Certificate of Commissioning in the form attached hereto as Exhibit N establishing and identifying the Commissioning date of such Wind Turbine, which date shall be the date Seller delivered the last notice to Owner indicating achievement of Commissioning. In the event Owner provides written notice that Commissioning of the Wind Turbine has not been achieved, including detailed justifiable reasons thereof, Seller shall, at its sole cost and expense, immediately correct and/or remedy the conditions which so prevent Commissioning of the Wind Turbine. Upon completion of such corrective and/or remedial actions, Seller shall resubmit its notice stating that it believes Commissioning of the Wind Turbine has been achieved (which notice shall be accompanied by the completed Commissioning Procedures for such Wind Turbine indicating successful achievement of such items listed thereon) and the foregoing procedures shall be repeated until Commissioning of the Wind Turbine has in fact been achieved.

(D) Concurrently with the achievement of Commissioning for the last of the Wind Turbines at the Site (" Project Commercial Operation "), and with the execution of the Certificate of Commissioning therefore, Seller shall prepare and deliver to Owner a Certificate of Project Commercial Operation in the form attached hereto as Exhibit P to be dated with the date of the Commercial Operation Certificate for such last Wind Turbine at the Site (the "Project Commercial Operation Date").

(E) Upon the achievement of Commissioning of a Wind Turbine, Seller acknowledges and agrees that Owner may operate the Wind Turbine. Seller covenants to carry out all of the Wind Turbine Work remaining after Commissioning with as minimal amount of interference with the operation of the Wind Turbines as possible; provided, however, that Seller may direct Owner to shut down any Wind Turbine prior to WTG Substantial Completion if (i) Seller desires to undertake at its cost any repairs or adjustments to such Wind Turbine that Seller believes are necessary or appropriate to perform its obligations under this Agreement or (ii) Seller believes such action is necessary or desirable to protect the Wind Turbine from damage.

7.5

WTG Substantial Completion

7.5.1 WTG Substantial Completion . WTG Substantial Completion for each WTG shall be achieved when all of the following criteria have been satisfied with respect to such WTG by Seller:

(a) Commissioning of the WTG has been achieved in accordance with Commissioning Procedures in the form attached hereto as Exhibit O ;

(b) All Wind Turbine Work (excluding items described in the Punch List) required to be performed hereunder or under any Change Orders prior to the achievement of WTG Substantial Completion has been completed in accordance with the requirements hereof;

(A) Notice of WTG Substantial Completion. Following a determination by Seller that WTG Substantial Completion has been achieved, Seller shall deliver a WTG Substantial Completion Certificate to Owner identifying the date on which WTG Substantial Completion occurred, in the form of Exhibit Q .

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(B) Within three (3) Business Days following the date on which a WTG Substantial Completion Certificate is received by Owner, and if reasonable cause exists for doing so, Owner may notify Seller of Owner's belief that WTG Substantial Completion has not been achieved. Any notice issued pursuant to this Section shall state in detail Owner's justifiable reasons for believing that WTG Substantial Completion has not occurred, other than minor items which do not prevent the safe operation of the WTG in accordance with the operating parameters specified in the Specification, and advise Seller of the actions required to achieve WTG Substantial Completion ("Owner's Non-completion Notice").

(C) If Seller reasonably agrees with such advice in Owner's Non-completion Notice, Seller shall diligently complete the same in accordance with the Requirements, at its sole cost and expense. Upon completing such actions, Seller shall issue a new Certificate of Substantial Completion for reconsideration by Owner.

(D) If Seller does not agree with the advice in Owner's Non-completion Notice, Seller shall notify Owner and Independent Engineer of the same and, within five (5) days following receipt thereof, Independent Engineer shall report in writing whether Substantial Completion has been achieved. If the Independent Engineer shall report that Substantial Completion has been achieved, such report shall constitute the Certificate of Substantial Completion for all purposes, and the fees and expense of Independent Engineer in preparing such report shall be for the sole account of Owner. If the Independent Engineer shall report that Substantial Completion has not been achieved, such report shall identify those actions remaining to be achieved, and the fees and expense of Independent Engineer in preparing such report shall be for the sole account of Seller. Seller shall thereupon diligently complete the actions in accordance with the Requirements. Upon completing such actions, Seller shall issue a new Certificate of Substantial Completion for reconsideration by Owner.

(E) The procedures described in subsections 7.5.1(B) through 7.5.1(D) above shall be repeated as necessary until WTG Substantial Completion has been achieved. For the purpose of this Agreement, the date of achievement of WTG Substantial Completion shall be the first to occur of (i) the date on which Owner and Seller agree that WTG Substantial Completion was achieved, (ii) the date that the WTG Substantial Completion Certificate is fully signed by Seller and Owner, (iii) the date that Seller delivers to Owner a WTG Substantial Completion Certificate if Owner does not timely issue an Owner's Non-completion Notice, or (iv) the date that the Independent Engineer certifies that WTG Substantial Completion was achieved.

7.5.2 Project Substantial Completion . Substantial Completion of the Project shall occur upon the date (the "Project Substantial Completion Date") (i) in which all of the WTGs at Site have achieved WTG Substantial Completion (" Project Substantial Completion "), (ii) receipt by Owner of a conditional waiver and release, in the form specified in Exhibit K , upon progress payment of all liens, security interests or encumbrances that Seller or any of its subcontractors may have against Owner, the Project and the Site, to the extent that payments have been received by Seller for Wind Turbine Work performed and goods furnished; provided, however, in the event less than ten (10) percent of WTGs are delayed for more than fourteen (14) days in achieving WTG Substantial Completion for any reason (the " Delayed WTGs "), the Project Substantial Completion Date shall be the date of WTG Substantial Completion of the last of the WTGs which are not delayed; provided, however, that the Parties agree to use commercially reasonable efforts to achieve WTG Substantial Completion for the Delayed WTGs concurrently; and provided, further, in the event ten (10) percent or more WTGs are materially delayed in achieving WTG Substantial Completion for any reason, the Parties shall use commercially reasonable efforts to achieve WTG Substantial Completion for such WTGs concurrently and shall make equitable

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accommodation to reflect the same in the provision of Warranty, Major Defect and Availability Guaranty and in the Service Agreement with respect to Quarterly Fees. Notwithstanding the foregoing, in the event that any WTG has achieved Commissioning, then Owner shall have the option to operate (for commercial purposes) such WTG provided that Owner provides written notice to Seller identifying the WTG(s) which it intends to operate. Owner acknowledges that any WTG which it operates for commercial purposes prior to Project Substantial Completion shall not qualify for the Warranty, Major Defect and Availability Guaranty provisions set forth in Articles 10 and 11 and shall instead be subject solely to special warranty provisions set forth in the Service Agreement.

(A) Seller shall give Owner written notice at least ten (10) Business Days prior to the date by which Seller expects that it will achieve Project Substantial Completion and shall provide on such date the written Punch List. The Punch List shall not exceed the amount equal to $*** multiplied by the number of WTGs in the aggregate (on a Project by Project basis) on the date of Project Substantial Completion. Owner shall be entitled to verify and, if necessary, correct or add to, the Punch List provided by Seller, within five (5) Business Days after receipt of Seller's notice. In the event that Owner and Seller fail to reach an agreement on the Punch List by the expected occurrence of the Project Substantial Completion so notified by Seller, either Party shall notify Independent Engineer of the same and request a written non-binding opinion on the items in dispute. Notwithstanding the achievement of Project Substantial Completion, Seller shall remain obligated to complete the items on the Punch List in accordance with this Agreement.

(B) In the event that Project Substantial Completion is not achieved due to reasons not attributable to Seller or its Affiliates by the Scheduled Substantial Completion Date, and such failure to achieve Project Substantial Completion continues for a period of 60

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