Operations and Maintenance Agreement Summary Term Sheet

Owner

O&M Contractor

Number of Wind turbines

Initial Term

Extended Term

Commencement date

Engagement

Relationship

3rd Party Engagement

O&M Contractor duties

(1) General Operating Standards

(2) Operations and Maintenance Services

(3) Administration and Reporting Requirements

(4) Spare Parts and Consumables

(5) Emergencies

(6) Services

(

O&M Contractor’s General Covenants

Environmental Matters

Owner’s responsibilities

Representative

Safety backup reimbursement

License of Owner's Property

Compensation

Fees and Costs Reimbursements

(1) Fixed Fees and Phase II variable fees

(2) Adjustment

(3) Budget

(4) Payment Procedure

(5) Records and Audits of expenses

(6) Past Due Amounts (Late payment)

(7) Taxes; Other Payments

Key term used

Any insurances or liability requirements

Dispute resolution process or breach-of-contract process

Contract termination

(1 ) By Either Party

(8) By Owner

(3) By O&M Contractor

Remedies

Owner's Remedies

O&M Contractors Remedies

Warranty

Amendments

Governing Law

Borrower Name

1. corporate form

1. regulatory status

Lender

Secured Parties

Independent Engineer

Recourse to parties other than Borrower

CONSTRUCTION LOAN

Term/Maturity

Interest Rate & compounding mechanics

Commitment Fee

Default Interest Rate

Principal Amortization

Conditions Precedent

1. Items to be delivered or in place

1. Any financial covenants required for drawing the loan

TERM LOAN

Term

Interest Rate(s) & compounding mechanics

Default Interest Rate

Principal Amount

1. How is it determined?

1. What are the constraints on the amount?

Principal Amortization

1. Where can one find the schedule?

Prepayment Penalty

Conditions Precedent to Term Loan Conversion

Cash Waterfall

1. Which agreement outlines the waterfall?

1. Name at least 4 accounts in the waterfall.

1. From which account can dividends to equity investors can be paid?

COMMON TERMS

Representations of the Borrower

Key Affirmative Covenants

1. Informational covenants

1. Other affirmative covenants

Key Negative Covenants

Transfers of Ownership of Borrower/Sponsor/Pledgor

1. During what window of time are transfers tightly restricted?

1. To whom can ownership be transferred?

1. What kind of entities are not permitted transferees

Waiver of Compliance with Covenants

Financial Ratios Provide calculation methodologies for:

(1) Cash Available for Debt Service

(2) DSCR

Events of Default

1. Try to specify cure periods, if any

1. You may have to look up some of the covenants listed by section number

Remedies

1. What is discretionary?

1. What is automatic?

Amendments (What is procedure? Are there special exceptions?)

Governing Law

Purpose

Owner

Supplier

Number of Wind turbines

Initial Term

Extended Term

Commencement date

The products or service that you will be receiving or providing

Engagement

Relationship

3rd Party Engagement

Suppliers Obligations

(7) General Operating Standards

(8) Operations and Maintenance Services

(9) Administration and Reporting Requirements

(10) Spare Parts and Consumables

(11) Emergencies

(12) Services

O&M Contractor’s General Covenants

Owner’s responsibilities

Representative

Safety backup reimbursement

License of Owner's Property.

Compensation

Fees and Costs Reimbursements

(9) Fixed Fees and Phase II variable fees

Adjustment

Budget

Payment Procedure

Records and Audits

Past Due Amounts (Late payment)

Taxes; Other Payments

Any key terms used

Any insurances or liability requirements

Dispute resolution process or breach-of-contract process

Contract termination

(1 ) By Either Party

(10) By Owner

(3) By O&M Contractor

Any special conditions

Remedies

Owner's Remedies

O&M Contractors Remedies

Warranty.

Amendments

Governing Law