Reservation Agreement

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A reservation agreement is a contract between a buyer and seller that promises the buyer a certain time period to buy before the listing goes public. In exchange for this exclusive right to buy during the reservation period, buyers typically pay a fee, which is defined within the reservation agreement. This ensures that the arrangement is mutually beneficial, which is imperative to the agreement being legally enforcable.

The purpose of the reservation agreement is to give buyers time to secure funding or complete other housekeeping items before purchasing a property. For sellers, it offers incentive for holding a property for a buyer.

Common Sections in Reservation Agreements

Below is a list of common sections included in Reservation Agreements. These sections are linked to the below sample agreement for you to explore.

Reservation Agreement Sample


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PURCHASE & RESERVATION AGREEMENT

THIS PURCHASE & RESERVATION AGREEMENT (this "Agreement"), is dated as of June 4, 2007 (the "Effective Date"), by and between Edison Mission Energy, a Delaware corporation, having its principal place of business at 18101 Von Karman Avenue, Suite 1700, Irvine, California 92612 ("Owner"), and Suzlon Wind Energy Corporation, a Delaware corporation, having its principal place of business at 7 th Floor, 8750 West Bryn Mawr Avenue, Chicago, Illinois 60631 ("Suzlon"), sometimes collectively referred to as the "Parties" or singularly as a "Party."

W I T N E S S E T H:

WHEREAS , Suzlon is a manufacturer and supplier of wind turbine generators and related services and equipment;

WHEREAS , Owner desires to purchase and Suzlon agrees to design and manufacture, or cause to be designed and manufactured, and sell to Owner certain WTGs;

WHEREAS , Suzlon shall also deliver and Commission, (and Owner shall purchase) the WTGs in accordance with the terms and provisions of this Agreement; and

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

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1.1 Defined Terms. For purposes of this Agreement, the following terms shall have the following definitions:

"2008 Contract Price" has the meaning given in Section 3.1(a) of this Agreement.

"2008 Extended Delivery WTGs" means those 2008 WTGs with a Delivery Deadline occurring in *** of 2008. The Parties acknowledge and agree that the number of 2008 WTGs with a Delivery Deadline occurring in *** of 2008, collectively, shall not exceed *** (***), excluding any WTGs whose Delivery Deadline is deferred to a date in *** of 2008 as a result of Force Majeure, a request by Owner to Deliver such WTGs' components which are manufactured outside the continental United States to an Alternate Port, or any other provision in this Agreement pursuant to which Suzlon is entitled to an adjustment in the Delivery Deadline as to such WTGs. Suzlon acknowledges and agrees that it shall use reasonable efforts to minimize the number of 2008 WTGs that are Extended Delivery WTGs, but Suzlon's failure to reduce the number of 2008 Extended Delivery WTGs below the aforementioned number shall not be

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deemed a Suzlon Default or a default under this Agreement and Suzlon shall have no liability to Owner for any such failure.

"2008 GL Liquidated Damages" has the meaning given in Section 2.6(b)(i) of this Agreement.

"2008 PTC LD Cap" means an amount equal to *** percent (***%) of the Total 2008 Contract Price.

"2008 WTGs" has the meaning given in Section 2.1(a) of this Agreement.

"2009 Contract Price" has the meaning given in Section 3.1(b) of this Agreement.

"2009 GL Liquidated Damages" has the meaning given in Section 2.6(b)(ii) of this Agreement.

"2009 PTC LD Cap" means an amount equal to *** percent (***%) of the Total 2009 Contract Price.

"2009 WTGs" has the meaning given in Section 2.1(b) of this Agreement.

"Acceptable Replacement Security" means (i) a guarantee of a Person with comparable creditworthiness to Edison Mission Energy as of the Effective Date whereby such Person guarantees the obligations of the Owner under this Agreement (provided such guarantee is in a form substantially similar to the Owner Parent Guarantee), or (ii) other equivalent credit support in form and substance reasonably acceptable to Suzlon.

"Additional TA Fees" has the meaning given in Section 3.1(d) of this Agreement.

"Affiliate" means, as to a specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

"Aggregate LD Cap" has the meaning given in Section 5.1(b) of this Agreement.

"Aggregate TA Hours" has the meaning given in Section 3.1(d) of this Agreement.

"Agreement" has, subject to the terms of Section 11.14, the meaning given in the Preamble to this Agreement.

"Alternate Final Milestone" has the meaning given in Section 3.2(a) or Section 4.1(b) of this Agreement, as applicable.

"Alternate Port" means a port (other than a Gulf Port) designated by Owner pursuant to the terms and conditions of this Agreement; provided, however, that such port (a) shall be capable of accepting the delivery of WTG components thereto, which shall include, without limitation having adequate capabilities for receiving Suzlon's shipping vessels and inland transportation vehicles (if applicable) and sufficient berthing, offloading, management and

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storage capabilities for Suzlon to perform its obligations pursuant to this Agreement, and (b) shall be located in (i) the continental United States (as to Projects located in the continental United States), or (ii) the continental United States or the mainland of Canada (as to Canadian Projects).

"Alternate Power Plant" has the meaning given in Section 2.5(d) of this Agreement.

"Applicable Date" means (x) December 31, 2007, in the event there is an Applicable Wind Farm as of December 1, 2007, or (y) in the event there is not yet an Applicable Wind Farm as of December 1, 2007, the date that is one (1) month after the date there is an Applicable Wind Farm.

"Applicable SC-Power Plant" has the meaning given in Section 2.5(d) of this Agreement.

"Applicable Wind Farm" means any "Project" (as defined in that certain Purchase & Reservation Agreement, by and between Owner and Suzlon, dated as of November 15, 2005, as amended, or any "Definitive Agreement" executed thereunder (as applicable)) that has (i) achieved "Commissioning" of a substantial portion of its (but in no event less than ten (10)) "WTGs" (each as defined in such applicable agreement), (ii) whose "owner" has, no later than ***, (x) requested in writing the SC-Power Plant, and (y) actually paid Suzlon the fee for such SC-Power Plant, and (iii) whose Owner has such "Project" reasonably ready for the installation of the SC-Power Plant.

"Application for Payment" has the meaning given in Section 3.4(a) of this Agreement.

"Available Milestone Amount" means, with respect to each Milestone Payment, an amount equal to (i) the total amount of such Milestone Payment, less (ii) amounts from such Milestone Payment that will be deposited in a Payment Escrow pursuant to Section 11.7(b).

"Availability Warranty" has the meaning given in Exhibit G to this Agreement.

"Balance of Plant" means all equipment and materials and other items and services necessary to complete a Project in accordance with prudent electric industry practices for wind generation projects of a similar nature, except for the corresponding Work. The Balance of Plant includes, but is not limited to, the following items, which, as between Owner and Suzlon, Owner shall provide:

(ii) demolition and/or removal, to the extent necessary, of any existing facilities at a Project Site;

(iii) grading, trenching, excavation and other preparation of a Project Site;

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(vi) design, engineering, procurement, installation, grading and construction of crane pads at the WTG sites, access roads to the WTGs (including, but not limited to, any modifications and/or upgrades to public or other roads which are necessary for the transportation of the WTGs to the Project Site), lay down areas for the WTGs (as well as for storage and tools) and staging areas for delivery;

(vii) FAA warning lights, meteorological stations and foundations (including those for the transformers, met masts and WTGs);

(viii) anchor bolts with nuts and washers, specification of torque settings for foundation bolts and grouting and tensioning of anchor bolts;

(ix) design, engineering, procurement, installation and construction of cable and pipe ducting, all interconnection facilities (including the padmount transformers and the padmount switchgear), the communications system and the communications system cables and interface hardware, the kV electrical collection system and substation, the electrical works (whether above ground or below ground) and the control works (including installation, supply and termination of 600V electrical cables between ground bus panel and pad transformer);

(x) design, installation and termination of grounding system to the towers, switchgear, transformers, pad transformers, grid interconnects and the Project substation;

(xi) supply of met masts required for any power curve testing;

(xii) installation and supply of fiber-optic cabling between the WTGs;

(xiii) high speed internet access;

(xiv) sanitary facilities for Suzlon's non-exclusive use;

(xv) connecting a Project to the transmission grid (including, without limitation, all interconnection facilities);

(xvi) energizing a Project;

(xvii) connecting power to the base bus bar in the control panel;

(xviii) work space in temporary construction trailers, offices or similar facilities for Suzlon's non-exclusive use during Suzlon's Commissioning of the WTGs; and

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"Bill of Lading/Ex Works Milestone Payment" has the meaning given in Section 3.2(a) or Section 4.1(b) (as the case may be) of this Agreement.

"Blades" has the meaning given in the definition of the term WTG.

"Business Day" means any day other than a Saturday or Sunday or a day on which commercial banks are closed in the State of Illinois.

"Canadian Project" means a Project located in the mainland of Canada consisting of at least twenty-four (24) WTGs; provided, however, that such Project shall be located (a) in the Canadian provinces of Manitoba or Ontario, or, in the event the PTC Qualification Date is not extended to December 31, 2009 or any date thereafter, the Canadian provinces of Manitoba, Ontario, Alberta or Saskatchewan, and (b) within fifty (50) kilometers of a municipality with a permanent population of greater than ten thousand (10,000). Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Suzlon shall not be responsible for compliance with any Canadian Law requiring that a minimum percentage of content of goods used in a Canadian Project be produced or manufactured in Canada (or any other designated location), and shall have no liability to Owner or any of its Affiliates for the failure of a Canadian Project to comply with the same.

"Cancellation Fee" has the meaning given in Section 8.5(b) of this Agreement.

"Cancelled Amount" has the meaning given in Section 8.5(a) of this Agreement.

"Certificate for Payment" has the meaning given in Section 3.4(b) of this Agreement.

"Certificate of Commissioning" has the meaning given in Section 2.2(i) to this Agreement.

"Certificate of Final Completion" has the meaning given in Section 2.2(l) of this Agreement.

"Certificate of Mechanical Completion" has the meaning given in Exhibit O to this Agreement.

"Change in Law" shall mean and refer to the enactment, adoption, promulgation, amendment, modification, repeal or change in interpretation by a Governmental Authority after the Effective Date of any Law which is applicable to the performance of the Work.

"Climb-Assist Election" has the meaning given in Section 3.2(f) of this Agreement.

"Climb-Assist Election Deadline" means (i) as to the 2008 WTGs, the date that is one (1) month after the Effective Date, and (ii) as to the 2009 WTGs, May 1, 2008.

"Climb-Assist Fee" means *** U.S. Dollars ($***) for each WTG containing the Climb-Assist System; which fee, if applicable, shall be in addition to the Contract Price.

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"Climb-Assist System" means that "climb-lift assist" (Tuf Tug model) system as further described in Exhibit S to this Agreement.

"Commission(ing)" means the start-up and commissioning activities to be performed by Suzlon in accordance with the Commissioning Test and Inspection Procedures, including the production of positive power (unless a WTG is unable to produce positive power as a result of any event, failure or circumstance other than Suzlon's failure to perform its obligations under this Agreement).

"Commissioning Date" means, with respect to each Project, the earlier of (i) the date that the actual physical Commissioning of the first WTG at a Project is complete, or (ii) the date which is sixty (60) days after the date that the first WTG for such Project is Delivered.

"Commissioning Deadline", as to each WTG, means the date which is *** (***) days after the later of (a) the date the Certificate of Mechanical Completion corresponding to such WTG is executed by both Parties, (b) the Deferral Date (but only if a WTG is an Excess WTG), (c) as to any Second Notice WTG, the date which is *** (***) days after the date Owner delivers to Suzlon a Second Expected Mechanical Completion Notice as to such WTG (or, in the event Owner does not deliver to Suzlon a Second Expected Mechanical Completion Notice as to such WTG, the date that is *** (***) days after the date of the Certificate of Mechanical Completion corresponding to such WTG), and (d) *** (in the event such WTG is a 2008 Extended WTG); each as such dates may be extended pursuant to the terms and conditions of this Agreement (including, without limitation, the terms of Section 11.15(a)).

"Commissioning LD Cap" means (i) for a 2008 WTG, an amount equal to *** percent (***%) of its 2008 Contract Price or (ii) for a 2009 WTG, an amount equal to *** percent (***%) of its 2009 Contract Price.

"Commissioning Liquidated Damages" has the meaning given in Section 2.2(h) of this Agreement.

"Commissioning Test and Inspection Procedures" shall mean those tests and procedures as set forth in Schedule C of Exhibit G of this Agreement, which Commissioning Test and Inspection Procedures may be updated from time to time by Suzlon by written notice to Owner, provided that such update may not modify the terms of this Agreement.

"Competitor" means any Person that designs and/or manufactures wind turbine generators.

"Confidential Information" has the meaning given in Section 10.1(a) of this Agreement.

"Contract Price" has the meaning given in Section 3.1(c) of this Agreement.

"Control" means, with respect to a Person, the power, directly or indirectly, to direct, determine, manage, control (or cause the direction of) the management, business, operations, activities, investments or policies of such Person, whether through the ownership of any interest (directly or indirectly) in such Person, by contract or otherwise.

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"Controller" has the meaning given in the definition of the term WTG.

"Day" or "day" shall mean and refer to a calendar day.

"Deadline Dates" shall mean and refer to the Delivery Deadline and the Commissioning Deadline.

"Deferral Date" has the meaning given in Section 2.2(k) of this Agreement.

"Definitive Agreements" means, as the context dictates, either (i) the TSIA and WMSA, or (ii) the TSA and WMSA.

"Deliver", "Delivery" or "Delivered" shall mean that the applicable WTG has been delivered to (or, as applicable, made available "ex works" at) the Initial Delivery Point.

"Delivery Deadline" means (i) as to each 2008 WTG, the last day of the calendar month to which such WTG applies pursuant to the Delivery Schedule, and (ii) as to each 2009 WTG, the last day of the calendar month to which such WTG applies pursuant to the Delivery Schedule (as such deadlines may be adjusted pursuant to the terms and conditions of this Agreement).

"Delivery LD Cap" means (i) for a 2008 WTG, an amount equal to *** percent (***%) of its 2008 Contract Price or (ii) for a 2009 WTG, an amount equal to *** percent (***%) of its 2009 Contract Price.

"Delivery Liquidated Damages" has the meaning given in Section 2.1(f)(i) of this Agreement.

"Delivery Schedule" has the meaning given in Section 2.1(e) of this Agreement.

"Design Materials" has the meaning given in Exhibit G to this Agreement.

"Effective Date" has the meaning given in the Preamble to this Agreement.

"Estimate Notice" means a notice (i) that requests a cost estimate from Suzlon for the Delivery of the WTGs to an Alternate Port in lieu of a Gulf Port (if applicable), delivery of the WTGs from the Initial Delivery Point to a Project Site, installation and achievement of Mechanical Completion of such WTGs at such Project Site, (ii) that includes the following: identification of the Alternate Port (if applicable), the specific Project Site, a proposed project schedule, a site plan that includes the proposed layout/location of the WTGs, identification of all existing and proposed access and service roads, a topographical survey, and identification of all potential physical impediments to the delivery and Mechanical Completion of the WTGs (such as existing overhead lines, difficult terrain, site conditions, etc.), and (iii) that grants Suzlon and its representatives access to a Project Site for inspection of the same.

"Excess WTGs" has the meaning given in the definition of Seven Day Event; provided, however, that a WTG shall cease to be an Excess WTG upon the occurrence of the Deferral Date for such Excess WTG.

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"Expected MC Date" has the meaning given in Section 2.2(c)(ii) of this Agreement.

"Expected Mechanical Completion Notice" has the meaning given in Section 2.2(c)(i) of this Agreement.

"FERC" means the United States Federal Energy Regulatory Commission.

"Final Completion" means, with respect to each Project, Suzlon has performed in accordance with this Agreement with respect to such Project, Commissioning of the WTGs at such Project has been achieved, and all items on the Punch List for such Project have been completed.

"Final Payment" has the meaning given in Section 3.2(a) or Section 4.1(b) of this Agreement, as applicable.

"Force Majeure" means an event or events the cause of which is beyond the control of, and does not in any way result from the fault or negligence of, the Party claiming its performance is affected and which, by the exercise of due diligence and foresight, could not have been avoided including, but not limited to, any acts of war, sabotage, terrorism, rebellion, insurrection, acts of foreign enemies, any Change in Law, military or usurped power or martial law, expropriation or confiscation of facilities or property by order of any Governmental Authority, any act or, failure to act by any Governmental Authority purporting to exercise jurisdiction which prevents or delays performance (other than acts or omissions of the affected Party), fires, floods, explosions, hail, unusually severe ice and ice storms, earthquakes, unforeseeable site conditions, other Acts of God, perils of sea, any strikes, lockouts or other labor disputes affecting such Party or any of its suppliers and subcontractors, winds in excess of ten (10) meters/second during Mechanical Completion, ten (10) meters/second during Commissioning and twenty (20) meters/second during service and maintenance (or such other restriction as may be imposed by applicable Laws), and any delay or interference by the other Party or its contractors or subcontractors. As to Suzlon, the term "Force Majeure" shall also include (a) any delay in performance caused by the failure of the Balance of Plant to be properly and timely installed, and (b) any extension in any Mechanical Completion Deadline pursuant to Section 11.15(b).

"Force Majeure Work" has the meaning given in Exhibit G to this Agreement.

"Fourth 2009 Milestone Payment" has the meaning given in Section 3.2(a) or Section 4.1(b) (as the case may be) of this Agreement.

"Full Power Plant" has the meaning given in Section 2.5(d) of this Agreement.

"Full PP Holdback" has the meaning given in Section 2.5(d) of this Agreement.

"Full PP Test Procedures" means testing protocols to be agreed by the Parties in writing as soon as reasonably possible after the Effective Date, which testing protocols shall detail steps to confirm the Applicable SC-Power Plant's (or, as applicable, Alternate Power Plant's) ability (i) to curtail and regulate the active power output from the wind farm being tested, (ii) to start and stop such wind farm, (iii) to regulate the power factor at the interconnection point according to a received set point, (iv) to monitor, control and receive information for a number of

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communication interfaces, and (v) to have the full functionality and ability to perform; each in accordance with the applicable portions of the SC-Power Plant specifications attached hereto as Exhibit N. Further, any test of an Applicable SC-Power Plant pursuant to the Full PP Test Procedures shall not be deemed successfully performed if the associated test results indicate that the SC-Power Plant is not capable of being installed and successfully tested at other "Projects" (as defined in that certain Purchase & Reservation Agreement, by and between Owner and Suzlon, dated as of November 15, 2005, as amended, or any "Definitive Agreement" executed thereunder (as applicable)).

"Germanischer Lloyd Type Certificate" means, at Suzlon's option, either (i) a "type certificate" issued by Germanischer Lloyd for the low temperature version of the WTGs, or (ii) a "type certificate" issued by Germanischer Lloyd for the standard temperature version of the WTGs, along with an amendment to such certificate issued by Det Norske Veritas that covers the low temperature aspects of the WTGs, which shall be substantially similar to the applicable form(s) attached hereto as Exhibit R. Upon receipt of an unconditional Germanischer Lloyd Type Certificate, such actual certificate shall automatically replace the forms included as Exhibit R and shall be made a part of this Agreement.

"GL Liquidated Damages" has the meaning given in Section 2.6(b)(ii) of this Agreement.

"Governmental Authority" shall mean and refer to any national, federal, state, county, municipal or local government, agency, authority or court, or any department, board, bureau or instrumentality thereof.

"Gulf Port" means any port selected by Suzlon, in its sole discretion, which is located on or along the Gulf of Mexico in the States of Texas or Louisiana.

"Hub" has the meaning given in the definition of the term WTG.

"IDP Fee" has the meaning given in Section 3.2(d)(ii) of this Agreement.

"Included SCADA" means the "SC-Commander (software)", "SC-SCADA Reporting", and "SC-Turbine", all as more particularly described in the Technical Specifications.

"Initial Delivery Point" means

(a) As to any component of a WTG which is manufactured outside the continental United States, the "clearing" of such component through United States customs at a Gulf Port (or, if applicable, any Alternate Port), and its delivery to the first place of rest at the temporary storage location at such port (or nearby if such location is designated by the port authority to be an area external to the port) where the WTG component will be made available for inland transportation to a Project Site; and

(b) As to any component of a WTG which is manufactured within the continental United States, the availability of such component "ex works" the manufacturer's plant.

"Installation Manual" has the meaning given in Exhibit G to this Agreement.

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"Interest Rate" means an annual interest rate which is the lesser of (i) nine percent (9%), or (ii) the maximum interest rate permitted by law.

"Installation Contractor" means, if any, an Owner's Contractor retained by Owner to perform Owner's obligations relating to installation and achievement of Mechanical Completion of the WTGs.

"IPR Liability" has the meaning given in Section 5.2 of this Agreement.

"Law" means any constitution, charter, statute, treaty, act, law, ordinance, regulation, code, rule, order, decree, permit, judgment, directive, ruling, decision, order, guideline, resolution or declaration of any Governmental Authority, or any interpretation or application thereof by any such Governmental Authority.

"Liability Cap" has the meaning given in Section 5.2 of this Agreement.

"Losses" has the meaning given in Section 5.2 of this Agreement.

"Lost Purchase Price" has the meaning given in Section 8.5(d)(ii) of this Agreement.

"LVRT Fee" has the meaning given in Section 3.2(e) of this Agreement.

"LVRT System" means, with respect to a WTG, a system that allows such WTG, following an electrical transition period, to remain connected to the electrical transmission grid as required under FERC Order No. 661-A.

"Maintenance Work" has the meaning given in Exhibit G to this Agreement.

"Major Components" means the Tower, the Nacelle, the Hub, the Blades, the Controller, and the Turbine Generator of each WTG.

"Measured Average Availability Liquidated Damages" has the meaning given in Exhibit G to this Agreement.

"Mechanical Completion" or "Mechanically Complete" shall be deemed to have occurred as to each WTG when such WTG has been assembled, completely installed and erected in accordance with the Installation Manual and otherwise satisfies the criteria in the Mechanical Completion Checklist.

"Mechanical Completion Checklist" means collectively the "Installation Manual, Check List Mechanical Completion" and the "Check List, Electrical Installation Manual" utilized in relation to determining whether Mechanical Completion of a WTG has been achieved, all as set forth in Exhibit K of this Agreement.

"Mechanical Completion Date" has the meaning given it in Exhibit O.

"Mechanical Completion Deadline" has the meaning given in Section 2.2(c) of this Agreement.

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"Mechanical Completion Notice Deadline" means (i) as to the 2008 WTGs (other than the 2008 Extended Delivery WTGs and 2008 WTGs with a Delivery Deadline in ***), ***, (ii) as to 2008 WTGs with a Delivery Deadline in ***, ***, (iii) as to the 2008 Extended Delivery WTGs, ***, and (iv) as to the 2009 WTGs, ***; provided, however, for any Project consisting of more than sixty (60) WTGs, the Mechanical Completion Notice Deadline for such WTGs shall be "x" days earlier than the date listed in clause (i) or (ii) above (as applicable), with "x" equal to (a) two (2), multiplied by (b) the total number of WTGs at such Project over sixty (60) such WTGs.

"Mechanical Completion Process" means the process utilized in relation to determining whether Mechanical Completion of a WTG has been achieved, all as set forth in Exhibit O of this Agreement.

"Milestone(s)" has the meaning given in Section 3.2(a) of this Agreement.

"Milestone Payment" has the meaning given in Section 3.2(a) of this Agreement.

"Modified Obligations" has the meaning given in Section 4.1 of this Agreement.

"Nacelle" has the meaning given in the definition of the term WTG.

"Notice of Mechanical Completion" has the meaning given in Exhibit O of this Agreement.

"NTP(s)" has the meaning given in Section 2.3(a) of this Agreement.

"Operation Manual" has the meaning given in Exhibit G to this Agreement.

"Optional SCADA" means the SC-Power Plant, "SC-Met Station" and the hardware to run the "SC-Commander (software)" (as more particularly described on Exhibit N hereto), as well as any other changes to the supervisory control and acquisition system agreed upon by the Parties in writing.

"Outside Mechanical Completion Deadline" means, as to each WTG, the date which is the *** (***) anniversary of the date each such WTG has been Delivered.

"Owner" means the named Owner identified in the Preamble to this Agreement and its successors and permitted assigns.

"Owner Default" has the meaning given in Section 8.3 of this Agreement.

"Owner Guarantor" has the meaning given in Section 11.7(c)(i) of this Agreement.

"Owner's L/C" has the meaning given in Section 11.7(c)(ii) of this Agreement.

"Owner Parent Guarantee" has the meaning given in Section 11.7(c)(i) of this Agreement.

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"Owner's Contractor" shall mean any contractor, subcontractor or consultant retained by Owner to perform any of Owner's obligations or responsibilities (including, without limitation, construction of a Project's Balance of Plant).

"Party" or "Parties" has the meaning given in the preamble to this Agreement.

"Payment Escrow" has the meaning given in Section 11.7(b) of this Agreement.

"Performance Holdbacks" means the V3 Holdback, the Preliminary PP Holdback and the Full PP Holdback.

"Performance Side Letter" means that certain Performance Side Letter Agreement by and between Owner and Suzlon, dated as of the date hereof.

"Person" means any individual, corporation (including a business trust), partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority, or any other entity.

"Power Curve Guarantee" has the meaning given in Exhibit G to this Agreement.

"Power Curve Liquidated Damages" has the meaning given in Exhibit G to this Agreement.

"Preliminary Power Plant" has the meaning given in Section 2.5(c) of this Agreement.

"Preliminary PP Holdback" has the meaning given in Section 2.5(c) of this Agreement.

"Preliminary PP Test Procedures" means testing protocols to be agreed by the Parties in writing as soon as reasonably possible after the Effective Date, which testing protocols shall detail steps to confirm the Preliminary Power Plant's ability (i) to curtail and regulate the active power output from the wind farm being tested, and (ii) to start and stop such wind farm; each in accordance with the applicable portions of the SC-Power Plant specifications attached hereto as Exhibit N.

"Price Estimate" has the meaning given in Section 2.3(g) of this Agreement.

"Project" means the WTGs and the Balance of Plant for a Project Site.

"Project Site(s)" means the project site(s) described in NTPs issued by Owner (provided, however, if Owner fails to timely issue an NTP as to any WTG(s), the Owner shall in any event notify Suzlon of the project site for such WTG(s) promptly after Owner is aware of the same). All Project Sites must be located in the continental United States or Canada, provided, however, all Projects Sites in Canada must meet the requirements listed in the definition of "Canadian Projects".

"PTCs" means the renewable electricity production credits available under 26 U.S.C. § 45.

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"PTC LD Amount" means (i) an amount equal to *** U.S. Dollars ($***) for each 2008 WTG, and (ii) an amount equal to *** U.S. Dollars ($***) for each 2009 WTG; provided, however, that such amounts shall be equitably adjusted to reflect any modification of, or amendment to, 26 U.S.C. § 45 that occurs after the Effective Date and (a) lengthens or shortens the ten (10) year benefit period provided therein, (b) increases or decreases the base kilowatt-hour rate of $0.015 provided therein, or (c) otherwise materially alters the economic benefit provided by the PTCs.

"PTC Liquidated Damages" has the meaning given in Section 2.2(j) of this Agreement.

"PTC Qualification Date" means the date by which a WTG for a Project must be placed into service, as defined by 26 U.S.C. § 45 as amended from time to time and related regulations, in order to be eligible to receive PTCs. It is acknowledged by the Parties that the PTC Qualification Date as of the Effective Date is December 31, 2008.

"Punch List" means, as to any Project, the comprehensive list mutually prepared by Owner and Suzlon upon Commissioning of the last WTG of such Project, identifying those details of construction and mechanical adjustment with respect to Suzlon's Work which require repair, completion, correction or re-execution by Suzlon.

"Punch List Holdback" has the meaning given in Section 3.4(e) of this Agreement.

"Remarketing Costs" has the meaning given in Section 8.5(d)(ii) of this Agreement.

"Reimbursable Expenses" has the meaning given in Section 3.2(d) of this Agreement.

"Reservation Payment" has the meaning given in Section 3.2(a) of this Agreement.

"Retention" has the meaning given in Section 11.7(b) of this Agreement.

"SC-Power Plant" means the supervisory control and data acquisition system power plant as more particularly described on Exhibit N hereto.

"Scheduled Maintenance" has the meaning given in Exhibit G to this Agreement.

"Second Expected Mechanical Completion Notice" has the meaning given in Section 2.2(c)(ii) of this Agreement.

"Second Notice WTGs" has the meaning given in Section 2.2(c)(ii) of this Agreement.

"Security Milestone Payment" has the meaning given in Section 11.7(b) of this Agreement.

"Seven Day Event" means the achievement during any seven (7) day period of either (a) Mechanical Completion of more than fifteen (15) WTGs, or (b) Mechanical Completion of fifteen (15) or fewer WTGs at more than three (3) Project Sites (provided, however, that solely for the purposes of the calculation in this sub-clause (b) and sub-clause (y) below, Project Sites that are located within a five (5) mile radius of each other shall be considered a single Project

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Site). For purposes of this Agreement, "Excess WTGs" means (x) those WTGs in excess of fifteen (15) upon the occurrence of the event described in clause (a) of the preceding sentence, or (y) all WTGs in clause (b) of the preceding sentence, excluding those WTGs at the three (3) Project Sites with the greatest number of WTGs which were Mechanically Completed during such seven (7) day period.

"Side Letter Holdback" means a holdback made pursuant to the terms of the Performance Side Letter.

"Sleeping Bear Wind Farm" means the "Project Site" as defined in that certain Turbine Supply Agreement to be entered into by and between Sleeping Bear, LLC and Suzlon.

"Sourcing Determination" has the meaning given in Section 2.1(m) of this Agreement.

"Specified Information" has the meaning given in Section 10.1(b) of this Agreement.

"Standby Fee" has the meaning given in Section 2.2(c)(ii) of this Agreement.

"Successful V3 Test" has the meaning given in Section 2.5(b) of this Agreement.

"Suzlon" means Suzlon Wind Energy Corporation and its successors and permitted assigns.

"Suzlon Default" has the meaning given in Section 8.1 of this Agreement.

"Suzlon Guarantor" has the meaning given in Section 11.7(a) of this Agreement.

"Suzlon L/C" has the meaning given in Section 11.7(b) of this Agreement.

"Suzlon Parent Guarantee" has the meaning given in Section 11.7(a) of this Agreement.

"Suzlon Security" has the meaning given in Section 11.7(b) of this Agreement.

"Suzlon Storage Days" means (x) the number of days a WTG or any WTG component is in storage or is otherwise unable to be transported or installed at a Project Site primarily as a result of Suzlon's need to perform corrective action with respect to a defect or deficiency in the same or (y) if such WTG or WTG component was in storage or is otherwise unable to be transported or installed at a Project Site for reasons other than primarily as a result of Suzlon's need to perform corrective action with respect to a defect or deficiency in the same, but the amount of time such WTGs or WTG components remained in storage or is otherwise unable to be transported or installed at a Project Site was extended primarily as a result of Suzlon's need to perform corrective action with respect to a defect or deficiency in the same, the number of days by which such storage or inability to be transported or installed at a Project Site was extended.

"TA Request" has the meaning given in Section 3.1(d) of this Agreement.

"Taxes" means any and all United States and Canadian federal, state, municipal or local governmental taxes, duties, levies or tariffs related to, or incurred in connection with, the

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performance of the Work (including, without limitation, all United States and Canadian federal, state, municipal or local governmental sales, use, excise, property and real estate taxes and, for the sake of clarity, Canadian import taxes and import duties in the case of any Canadian Project), but excluding any United States import taxes and import duties.

"Technical Specifications" has the meaning given in Exhibit G to this Agreement.

"Third 2008 Milestone Payment" has the meaning given in Section 3.2(a) or Section 4.1(b) (as the case may be) of this Agreement.

"Third 2009 Milestone Payment" has the meaning given in Section 3.2(a) or Section 4.1(b) (as the case may be) of this Agreement.

"Threshold Date" has the meaning given in Section 2.5(d) of this Agreement.

"Total 2008 Contract Price" has the meaning given in Section 3.1(c) of this Agreement.

"Total 2009 Contract Price" has the meaning given in Section 3.1(c) of this Agreement.

"Tower" has the meaning given in the definition of the term WTG.

"TSA" means Turbine Supply Agreement in the form attached hereto as Exhibit A-1.

"TSIA" means Turbine Supply and Installation Agreement in the form attached hereto as Exhibit A-2.

"Turbine Generator" has the meaning given in the definition of the term WTG.

"V3 Holdback" has the meaning given in Section 2.5(b) of this Agreement.

"V3 Liquidated Damages" has the meaning given in Section 2.5(b) of this Agreement.

"V3 Liquidated Damages Share" has the meaning given in Exhibit G to this Agreement.

"Warranty Service" has the meaning given in Exhibit G to this Agreement.

"WMSA" means the Warranty, Maintenance and Services Agreement in the form attached hereto as Exhibit A-3.

"Work" means all work, services, equipment and items necessary to design, manufacture, deliver and Commission the WTGs in accordance with the terms and provisions of this Agreement, including all items listed on Exhibit I to this Agreement as being within Suzlon's scope.

"WTG(s)" means those certain model number S-88/2.1 MW wind turbine generators, "Low Temperature Version", with a hub height of 79 meters; each of which is comprised of: a complete tower, including internal ladders and platforms (a "Tower"), a turbine generator nacelle (a "Nacelle"), the component at which the rotor blades are attached to the drive shaft of the wind turbine (a "Hub"), a matched set of three (3) separate V3 rotor blades or other comparable blades

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as Suzlon may then be manufacturing for the S-88 model (each such matched set of three, "Blades"), the control panels (the "Controller") and a turbine generator to be located within the Nacelle (a "Turbine Generator"), all as more particularly described in the Technical Specifications. As used in this Agreement and where the context so requires, the term WTG(s) shall mean the 2008 WTG(s) and/or the 2009 WTG(s).

SALE & PURCHASE OF WTGS

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2.1 WTG. (a) In accordance with the terms of this Agreement, Suzlon hereby agrees to design, manufacture, deliver, Commission and sell to Owner, and Owner hereby agrees to purchase from Suzlon, one hundred fifty (150) WTGs for delivery and, subject to the terms of this Agreement, Commissioning, during the calendar year of 2008 (the "2008 WTGs"). The Parties acknowledge and agree that, for purposes of this Agreement (except as otherwise expressly provided in the definition of "Mechanical Completion Notice Deadline" and Sections 2.2(j)(iii), 2.3(a), 2.3(b), and 8.5(b) of this Agreement), the term "2008 WTGs" shall include the 2008 Extended Delivery WTGs notwithstanding the Commissioning of any 2008 Extended Delivery WTGs during the calendar year of 2009.

(b) Additionally, in accordance with the terms of this Agreement, Suzlon hereby agrees to design, manufacture, deliver, Commission and sell to Owner, and Owner hereby agrees to purchase from Suzlon, one hundred fifty (150) WTGs for delivery and, subject to the terms of this Agreement, Commissioning, during the calendar year of 2009 (the "2009 WTGs").

(c) Except as otherwise expressly provided in this Agreement, the Parties' obligations as to the sale, purchase, design, manufacture, delivery and Commissioning of the WTGs shall constitute the legally valid and binding obligations of the parties, on and subject to the terms of this Agreement.

(d) Owner acknowledges and agrees that the WTGs to be supplied under this Agreement, as well as under the Definitive Agreements, shall be "Low Temperature Versions".

(e) Attached hereto as Exhibit B is a schedule ("Delivery Schedule") which identifies the calendar months of 2008 and 2009 during which each WTG shall be Delivered. If, pursuant to the issuance of an NTP, Owner requests that any WTG components which are manufactured outside the continental United States be Delivered to an Alternate Port, the Parties shall promptly thereafter equitably adjust (by amendment to this Agreement) the Delivery Schedule and the Deadline Dates to reflect the schedule impact to Suzlon resulting from such request by Owner. Owner shall be responsible for the increased costs of Delivery to an Alternate Port (in lieu of a Gulf Port, if applicable) as provided in Section 3.2(d)(i).

(f) Suzlon's obligations as to the Delivery Schedule shall be as follows:

(i) Suzlon shall, subject to Force Majeure, Deliver each WTG in accordance with the Delivery Schedule (but in no event later than the applicable Delivery Deadline).

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If Suzlon (subject to Force Majeure) fails to Deliver all components of a WTG by the applicable Delivery Deadline, then as Owner's sole and exclusive remedy for any such failure (except as otherwise provided in this Section 2.1(f)), Suzlon shall pay Owner as liquidated damages and not as a penalty the following:

Notwithstanding the foregoing, Suzlon's aggregate liability for Delivery Liquidated Damages with respect to each WTG shall not exceed the corresponding Delivery LD Cap. If Delivery of the components of a WTG is delayed for a period of time such that the aggregate Delivery Liquidated Damages that have accrued with respect to such WTG are equivalent to the corresponding Delivery LD Cap, and such delay is thereafter continuing, the same shall constitute a Suzlon Default under this Agreement, whereupon Owner may either (i) terminate this Agreement solely as to such delayed WTG pursuant to the terms of Sections 8.1 and 8.2, and seek recovery of actual damages, if any, incurred by Owner as a result of such Suzlon Default (excluding any delay-related damages incurred by Owner as a result of the delay in Delivery of such WTG; it being agreed that Owner's sole and exclusive delay damages for such delay shall be the Delivery Liquidated Damages, subject to the corresponding Delivery LD Cap); or (ii) keep this Agreement in full force and effect as to such delayed WTG, but seek recovery of (x) PTC Liquidated Damages as to such WTG, if ultimately applicable, subject to the 2008 PTC LD Cap or 2009 PTC LD Cap (as applicable), and (y) actual damages, if any, incurred by Owner as a result of such Suzlon Default (excluding any delay-related damages incurred by Owner as a result of the delay in Delivery of the components of such WTG; it being agreed that Owner's sole and exclusive delay damages for such delay shall be (x) the Delivery Liquidated Damages, subject to the corresponding Delivery LD Cap, and (y) the PTC Liquidated Damages as to such WTG, if ultimately applicable, subject to the 2008 PTC LD Cap or 2009 PTC LD Cap (as applicable)). Suzlon's obligation as to the payment of the liquidated damages which have accrued under this Section 2.1(f) shall remain effective and binding upon Suzlon even if Definitive Agreements with respect to the relevant WTGs are executed by the Parties. Finally, if Suzlon is liable for Delivery Liquidated Damages under this Agreement with respect to a WTG, and Definitive Agreements are subsequently executed with respect to such WTG, such Definitive Agreements shall clearly state that Suzlon shall have no further monetary liability for the days of Delivery delay for which it has already paid Delivery Liquidated Damages.

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(ii) The Parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement or any Definitive Agreements, Suzlon shall not charge Owner, and Owner shall have no liability whatsoever for, storage and/or rental costs (including any transportation costs and/or expenses in moving any such WTG components to storage facilities) incurred by Suzlon as a result of Delivery of a WTG prior to its applicable Delivery Deadline (but excluding the IDP Fee, for which Owner shall have obligation to pay to Suzlon as described in Section 3.2(d)(ii)). However, storage and/or rental costs incurred on or after the applicable Delivery Deadline (including, without limitation, any transportation costs and/or expenses in moving any such WTG components to storage facilities, but excluding storage and/or rental costs related to Suzlon Storage Days) shall be at Owner's cost as provided in this Agreement and (as applicable) the Modified Obligations or the Definitive Agreements.

(g) Throughout the duration of this Agreement, the Parties shall communicate and otherwise work with each other to develop definitive schedules for incorporation into the various Definitive Agreements, provided, however, unless the Parties otherwise agree, such schedules must be consistent with the Delivery Schedule, as amended herein.

(h) By ***, Suzlon shall provide Owner with an updated version of the Delivery Schedule, which update shall identify the specific number of 2008 WTGs Suzlon shall be contractually bound to Deliver each calendar month during 2008. In no event may the updated Delivery Schedule materially alter the Delivery Schedule attached hereto. Once mutually agreed between the Parties, such updated Delivery Schedule shall be incorporated into this Agreement by a written amendment.

(i) By ***, Suzlon shall provide Owner with another updated version of the Delivery Schedule, which update shall identify the specific number of 2009 WTGs Suzlon shall be contractually bound to Deliver each calendar month during 2009. In no event may the updated Delivery Schedule materially alter the Delivery Schedule attached hereto. Once mutually agreed between the Parties, such updated Delivery Schedule shall be incorporated into this Agreement by a written amendment.

(j) From time to time after *** (with respect to the 2008 WTGs) and *** (with respect to the 2009 WTGs), Suzlon shall provide Owner, solely for information purposes, schedules identifying the anticipated number of WTGs to be Delivered on a weekly basis. It is acknowledged and agreed by the Parties that any such weekly schedules are solely for informational purposes and create no obligation or liability for Suzlon as to weekly Deliveries.

(k) Sections 2.1(h), (i) and (j) shall apply whether or not any WTGs are then subject to Modified Obligations.

(l) (i) Suzlon shall inform Owner of any material changes to the specifications of the WTGs during the term of this Agreement and provide Owner with a good faith opportunity to secure any such changes for any of the 2008 WTGs and/or 2009 WTGs; provided, however, the Parties shall promptly thereafter equitably adjust (by amendment to this Agreement) Suzlon's Deadline Dates and the Contract Price to reflect the schedule and cost impact to Suzlon resulting from any such changes actually requested by Owner. If Owner does not request any such

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changes, Suzlon shall not implement any such changes, unless Suzlon does so at its sole cost and expense.

(ii) Notwithstanding the provisions of subsection 2.1(l)(i), if Suzlon, in the ordinary course of its business, implements any upgrades as to the WTGs (and does so without any additional cost to its other customers that are purchasing the same type of WTG), Suzlon shall implement such upgrades for the WTGs to be purchased pursuant to this Agreement at no additional cost to Owner; provided, however, that the foregoing terms shall not apply to any WTG component after manufacturing of the relevant WTG component has commenced.

(iii) Notwithstanding the provisions of subsection 2.1(l)(i), if Suzlon, in the ordinary course of its business, implements any corrective measures to remedy a defect or deficiency in the same type of wind turbine as the WTGs, Suzlon shall implement such corrective measures for the WTGs to be purchased pursuant to this Agreement at no additional cost to Owner (but only if such corrective measures seek to address a defect or deficiency that affects the WTGs to be purchased pursuant to this Agreement). Notwithstanding the foregoing, nothing in this Section 2.1(l) shall affect any guaranty or warranty provided by Suzlon under this Agreement or any Definitive Agreements, as applicable.

(m) The Parties acknowledge and agree that it shall be within Suzlon's sole discretion to determine (i) as to Projects to be located in the continental United States, (1) those WTG components which it intends to procure outside the continental United States and deliver to a Gulf Port, and (2) those WTG components which it intends to procure within the continental United States and make available "ex works" the manufacturer's plant, and (ii) as to Canadian Projects, (1) those WTG components which it intends to procure outside the continental United States and deliver to a Gulf Port, and (2) those WTG components which it intends to procure within the continental United States and make available "ex works" the manufacturer's plant; provided, however, as to Major Components, Suzlon shall provide written notice to Owner indicating its determination as to the aforementioned sourcing no later than *** (for the 2008 WTGs) or *** (for the 2009 WTGs) (each a "Sourcing Determination"). If Owner provides Suzlon with notice of its intended or likely Project Sites in the United States prior to the date Sourcing Determinations are made, Suzlon shall reasonably consider proximity to such Project Sites in making such Sourcing Determinations. At Owner's request, Suzlon and Owner shall discuss in good faith potential changes to the Sourcing Determination of any WTG; provided, however, that Owner shall bear the effect of any cost or schedule impact to Suzlon, if any, due to alterations in the Sourcing Determination requested by Owner. Notwithstanding the foregoing, if Owner fails to timely issue an NTP as provided in Section 2.3 for any reason other than a Suzlon Default, Suzlon shall be entitled in its sole discretion to revise its Sourcing Determination as to those WTGs for which no NTP was timely issued until the date that is five (5) months prior to the Delivery Deadline for such WTGs.

2.2 Mechanical Completion, Commissioning and Final Completion.

(a) The Owner shall bear full responsibility for completing the Balance of Plant at each Project Site (including, without limitation, the assembly, installation and achievement of

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Mechanical Completion of all WTGs in accordance with Installation Manual provided to Owner by Suzlon). The Owner acknowledges and agrees that Suzlon's obligations to be performed under this Agreement after the achievement of Mechanical Completion of the WTGs (including, without limitation, Suzlon's warranty and guarantee obligations) are expressly conditioned upon Owner's proper assembly, installation and achievement Mechanical Completion of the WTGs in accordance with the Installation Manual.

(b) Subject to the terms of Section 3.1(d), Suzlon shall provide technical advisor assistance to the Owner so as to answer questions the Owner or Owner's Contractors may have during the installation and Mechanical Completion of any WTGs. If the party providing any such technical advisor assistance identifies an irregularity or error in installation, such party shall notify the Owner of the same; provided, however, Suzlon shall not guaranty, warrant or covenant that the installation work of Owner is performed correctly and shall not be responsible for errors or omissions of Owner in the installation process or for the failure of Owner or its contractors to properly install any WTG. In confirmation thereof, the provision of such technical advisor assistance shall not relieve the Owner of the responsibility to ensure that the WTGs are installed and Mechanical Completion is achieved in accordance with the Installation Manual.

(c) (i) On or before the Mechanical Completion Notice Deadline, Owner shall, as to every WTG being purchased by Owner, notify Suzlon in writing of the date Owner expects to achieve Mechanical Completion of the WTG(s) specified in each such notice (each such notice being an "Expected Mechanical Completion Notice"). Both the expected Mechanical Completion date provided in an Expected Mechanical Completion Notice for a WTG, as well as the actual date of Mechanical Completion of any such WTG, shall be no later than the *** (***) day after the date of issuance of the corresponding Expected Mechanical Completion Notice (the "Mechanical Completion Deadline").

(ii) In addition to the Expected Mechanical Completion Notice discussed above, Owner shall notify Suzlon in writing no later than *** (***) days prior to the date (the "Expected MC Date") Owner expects to achieve Mechanical Completion of any Second Notice WTGs (each such notice being an "Second Expected Mechanical Completion Notice"). For purposes of this Agreement, "Second Notice WTGs" shall mean (x) any WTGs which are Mechanically Completed in ***, or (y) any WTGs for which Owner submits any Notice of Mechanical Completion during the months of ***. In the event Owner delivers a Second Expected Mechanical Completion Notice for a Second Notice WTG and the Mechanical Completion Date for such WTG occurs after the Expected MC Date, Owner shall pay to Suzlon an amount equal to the Standby Fee. For purposes of this Agreement, the "Standby Fee" shall mean an amount equal to *** U.S. Dollars ($***) for every seven (7) day period (or fraction thereof) (beginning on the day after the Expected MC Date for a Second Notice WTG and ending upon the earlier of (i) the Mechanical Completion of such WTG or (ii) the date which Owner instructs Suzlon in writing that it is withdrawing its Second Expected Mechanical Completion Notice as to such WTG as described below) for which a Suzlon Commissioning crew (of three (3) individuals) is on standby (i.e., not working on the specific Second Notice WTG(s) referenced in the Second Expected Mechanical Completion Notice) at a Project Site awaiting Mechanical Completion of such WTGs. Notwithstanding the foregoing, if a Suzlon Commissioning crew is on standby for only one (1) or two (2) days in the

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aggregate, the Standby Fee as to such Commissioning crew may be prorated as to such one (1) or two (2) day period (e.g., if a Second Notice WTG is Mechanically Completed on the second (2 nd ) day after the Expected MC Date for such WTG, the Standby Fee for such Commissioning crew shall be *** U.S. Dollars ($***), but if such Second Notice WTG is Mechanically Completed on the ninth (9 th ) day after the Expected MC Date for such WTG, the Standby Fee for such Commissioning Crew shall be *** U.S. Dollars ($***)). In the event a Commissioning crew is on standby at a Project Site, the Parties agree to reasonably cooperate as to the future utilization of such Commissioning crew; provided, however, (x) Suzlon shall be under no obligation to utilize such Commissioning crew to Commission any WTG other than the Second Notice WTG for which they are on standby, and (y) Owner shall have the right to withdraw the Second Expected Mechanical Completion Notice as to any Second Notice WTG for which a Suzlon Commissioning crew is or will be on standby, 1 in which case (1) Owner shall resubmit a Second Expected Mechanical Completion Notice for such WTG pursuant to the terms of this Section 2.2(c)(ii), and (2) Suzlon shall have the right to immediately withdraw such Commissioning crew from the Project Site (it being understood that Suzlon may choose to remain at such Project Site pursuant to a mutual agreement of the Parties pursuant to the introductory clause to this sentence). The Standby Fee shall not apply to any WTGs other than Second Notice WTGs. If, after Owner's delivery of a Second Mechanical Completion Notice as to a Second Notice WTG, an event of Force Majeure occurs that adversely affects Owner's ability to Mechanically Complete such Second Notice WTG by the Expected MC Date, Owner shall be entitled to an equitable adjustment in such Expected MC Date reflecting the impact of such event of Force Majeure; provided, however, (x) Owner must request such adjustment in writing to Suzlon as promptly as possible after Owner first becomes aware of such event, and (y) all other terms and provisions of this Section 2.2(c)(ii) shall apply to such newly adjusted Expected MC Date (e.g., for the sake of clarity, if the adjustment delays the Expected MC Date by five (5) days, and Owner does not Mechanically Complete such Second Notice WTG until the third (3 rd ) day after such newly adjusted Expected MC Date, Owner shall be liable for a week's worth of Standby Fees for each Commissioning crew on standby at the Project Site). Notwithstanding the foregoing, nothing contained in this Section 2.2(c)(ii) shall alter the Mechanical Completion Deadline as to any WTG.

(d) Mechanical Completion shall be determined in accordance with the Mechanical Completion Process (as the same may be amended from time to time by the Parties) attached hereto as Exhibit O. Suzlon shall work in close cooperation with Owner and Owner's Contractors, including any Installation Contractor, to avoid unnecessary repetitions (where possible) in the Mechanical Completion Process; provided, however, Suzlon shall have no liability for the occurrence of the same.

(e) Suzlon shall promptly commence and diligently pursue Commissioning work as to each WTG to completion prior to the applicable Commissioning Deadline and, as to any WTG

1 The Parties acknowledge and agree that if such Commissioning crew is mobilized (or has begun mobilizing) in response to such Second Expected Mechanical Completion Notice and has incurred travel expenses in relation thereto, Owner shall reimburse Suzlon for such travel expenses.

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which is Mechanically Completed or for which Owner has submitted any Notice of Mechanical Completion during the *** (***) day period prior to the PTC Qualification Date, Suzlon shall use reasonable efforts to expedite Commissioning of such WTG (including the commencement of such Commissioning); provided, however, Parties acknowledge and agree that, notwithstanding the foregoing and anything to the contrary contained in this Agreement, Suzlon shall be under no obligation (i) to commence Commissioning of a WTG earlier than *** (***) days prior to such WTG's Commissioning Deadline, or (ii) to achieve Commissioning of a WTG prior to its Commissioning Deadline. Promptly after the last WTG for a Project Site is Commissioned, Suzlon and Owner shall mutually prepare a final Punch List.

(f) If Owner has not achieved Mechanical Completion as to a WTG in accordance with this Agreement (including, without limitation, in accordance with the Installation Manual) by the Outside Mechanical Completion Deadline, then all obligations of Suzlon related to such WTG under the Equipment Warranty, the Availability Warranty and the Power Curve Guarantee (as such terms are defined in the Modified Obligations or any Definitive Agreements, as applicable) shall automatically terminate and be of no further force or effect (and termination of such warranties with respect to such WTG shall be Suzlon's sole and exclusive remedy for a failure by Owner to achieve Mechanical Completion of such WTG by the Outside Mechanical Completion Deadline).

(g) In the event the Owner delivers a Notice of Mechanical Completion to Suzlon for any WTG that is not yet connected to the permanent electricity transmission system (i.e., the grid) and energized, the Owner shall provide at its sole cost and expense all necessary transformers, generators and other equipment and resources necessary for Suzlon to begin Commissioning. In such event, the Owner acknowledges and agrees that Suzlon will not be able to complete Commissioning until the Owner has connected the WTG to the permanent electricity transmission system, and the Owner shall give Suzlon no less than ten (10) Business Days' notice of the date on which such connection will occur. The Owner shall bear all of Suzlon's costs associated with any interruption in Suzlon's ability to continue Commissioning due to lack of connection of the WTG to the permanent electricity transmission system (including, without limitation, any reasonable personnel or other costs associated with duplicative or repetitive services provided by Suzlon).

(h) If Suzlon fails to Commission a WTG by the applicable Commissioning Deadline for reasons other than (i) Force Majeure, or (ii) the failure of Owner to timely connect the Project to the permanent electricity transmission system (i.e., the grid) and energize the same, Suzlon shall pay Owner, as Owner's sole and exclusive remedy for any such failure (except as otherwise provided in this Section 2.2(h)), and as liquidated damages and not as a penalty, *** U.S. Dollars ($***) for each day after the Commissioning Deadline applicable to such WTG (each such date being subject to Force Majeure) until the date such WTG is Commissioned. Liquidated damages that are due and payable under this Section 2.2(h), if at all, are hereinafter referred to as "Commissioning Liquidated Damages". Such Commissioning Liquidated Damages shall be paid by Suzlon to Owner within thirty (30) days of the date accrued. Notwithstanding the foregoing, Suzlon's aggregate liability for Commissioning Liquidated Damages with respect to each WTG shall not exceed an amount equal to the Commissioning LD Cap. If Commissioning of a WTG is delayed for a period of time such that the aggregate Commissioning Liquidated Damages that have accrued with respect to such WTG are equivalent to the corresponding Commissioning LD

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Cap, and such delay is thereafter continuing, the same shall constitute a Suzlon Default under this Agreement, whereupon Owner may either: (i) terminate this Agreement solely as to such delayed WTG pursuant to the terms of Sections 8.1 and 8.2, and seek recovery of actual damages, if any, incurred by Owner as a result of such Suzlon Default (excluding any delay-related damages incurred by Owner as a result of the delay in Commissioning of such WTG; it being agreed that Owner's sole and exclusive delay damages for such delay shall be the Commissioning Liquidated Damages, subject to the corresponding Commissioning LD Cap); or (ii) keep this Agreement in full force and effect as to such delayed WTG, but seek recovery of (x) PTC Liquidated Damages as to such WTG, if ultimately applicable, subject to the 2008 PTC LD Cap or 2009 PTC LD Cap (as applicable), and (y) actual damages, if any, incurred by Owner as a result of such Suzlon Default (excluding any delay-related damages incurred by Owner as a result of the delay in Commissioning of such WTG; it being agreed that Owner's sole and exclusive delay damages for such delay shall be (x) the Commissioning Liquidated Damages, subject to the corresponding Commissioning LD Cap, and (y) the PTC Liquidated Damages, if ultimately applicable, subject to the 2008 PTC LD Cap or 2009 PTC LD Cap (as applicable)). Finally, if Suzlon is liable for Commissioning Liquidated Damages under this Agreement with respect to a WTG, and Definitive Agreements are subsequently executed with respect to such WTG, such Definitive Agreements shall clearly state that Suzlon shall have no further monetary liability for the days of Commissioning delay for which it has already paid Commissioning Liquidated Damages.

(i) When Suzlon believes it has Commissioned a WTG in accordance with the Commissioning Test and Inspection Procedures, it shall promptly notify Owner in writing. Upon receipt of such notice, Owner shall conduct those investigations and inspections it deems necessary or appropriate to determine if Commissioning of such WTG has in fact been achieved. Within two (2) Business Days after the receipt of Suzlon's notice by Owner, the Owner shall either (i) notify Suzlon that Commissioning of the WTG has been achieved, or (ii) notify Suzlon that Commissioning of the WTG has not been achieved and stating the reasons therefor. Should Owner fail to respond to Suzlon's notice within such two (2) Business Day period, the corresponding WTG shall be deemed Commissioned. In the event Owner provides timely written notice that Commissioning of the WTG has not been achieved, Suzlon shall, at its sole cost and expense, immediately correct and/or remedy the defects, deficiencies and other conditions which so prevent Commissioning of the WTG. Upon completion of such corrective and/or remedial actions, Suzlon shall resubmit its notice stating that it believes Commissioning of the WTG has been achieved and the foregoing procedures shall be repeated until Commissioning of the WTG has in fact been achieved. Once a WTG is deemed Commissioned, Suzlon and Owner shall thereafter execute a "Certificate of Commissioning" (in the form attached hereto as Exhibit Q) establishing and identifying the Commissioning date of that particular WTG, which date shall be the date Suzlon sent the last notice to Owner indicating achievement of Commissioning.

(j) (i) The Parties acknowledge and agree that in the event: