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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on August 18, 2010

Registration No. 333-152671

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 7
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

First Wind Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 4911
(Primary Standard Industrial
Classification Code Number) 26-2583290
(I.R.S. Employer
Identification Number)

179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Paul Gaynor
Chief Executive Officer
First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Paul H. Wilson, Jr.
Executive Vice President,
General Counsel and Secretary
First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-2888 Richard J. Sandler
Joseph A. Hall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
212-450-4000 Dennis M. Myers, P.C.
Elisabeth M. Martin
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
312-862-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

          If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b 2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement relating to this prospectus filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 18, 2010

             Shares

First Wind Holdings Inc.

Class A Common Stock

        We are offering             shares of our Class A common stock and we intend to use the net proceeds of this offering to fund capital expenditures and for general corporate purposes.

        We will be a holding company and our sole asset will be approximately         % of the Series A Membership Interests of First Wind Holdings, LLC. Concurrently with the completion of this offering, we will issue             and             shares of Class A and Class B common stock, respectively, to members of First Wind Holdings, LLC.

        Before this offering there has been no public market for our Class A common stock. The initial public offering price of our Class A common stock is expected to be between $             and $             per share. We have applied to list our Class A common stock on the Nasdaq Global Market under the symbol "WIND."

        The underwriters have an option to purchase up to             additional shares from us to cover over-allotments, if any.

Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 15.

	Price to Public	Underwriting Discounts and Commissions	Proceeds to First Wind Holdings Inc.
Per share	$	$	$
Total	$	$	$

        Delivery of the shares of Class A common stock will be made on or about                       .

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse Morgan Stanley Goldman, Sachs & Co. Deutsche Bank Securities

RBS

Citi Macquarie Capital     Piper Jaffray KeyBanc Capital Markets SOCIETE GENERALE

The date of this prospectus is                       .

OPERATING PROJECTS

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		37
MARKET AND INDUSTRY DATA		39
USE OF PROCEEDS		39
DIVIDEND POLICY		39
CAPITALIZATION		40
DILUTION		41
UNAUDITED PRO FORMA FINANCIAL INFORMATION		42
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA		49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		53
INDUSTRY		85
BUSINESS		97
MANAGEMENT		126
EXECUTIVE COMPENSATION		133
PRINCIPAL STOCKHOLDERS		156
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		158
THE REORGANIZATION AND OUR HOLDING COMPANY STRUCTURE		163
DESCRIPTION OF CAPITAL STOCK		171
SHARES ELIGIBLE FOR FUTURE SALE		175
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK		177
UNDERWRITING		179
NOTICE TO CANADIAN RESIDENTS		186
LEGAL MATTERS		188
EXPERTS		188
CHANGE OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		188
WHERE YOU CAN FIND MORE INFORMATION		189
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

        The service marks for our company name, "FIRST WIND", and our trademark "CLEAN ENERGY. MADE HERE." are the property of First Wind Holdings, LLC. All other trademarks and service marks appearing in this prospectus are the property of their respective holders. All rights reserved.

        In this prospectus, unless the context otherwise requires, we refer to (i) First Wind Holdings Inc. and its subsidiaries, including First Wind Holdings, LLC, after giving effect to the reorganization described herein, as "First Wind," "we," "us," "our" or the "company"; (ii) entities in the D. E. Shaw group as "the D. E. Shaw group;" (iii) Madison Dearborn Capital Partners IV, L.P., as "Madison Dearborn;" and (iv) the D. E. Shaw group and Madison Dearborn collectively as "our Sponsors." We use the following electrical power abbreviations throughout this prospectus: "kW" means kilowatt, or 1,000 watts of electrical power; "MW" means megawatt, or 1,000 kW of electrical power; "GW" means gigawatt, or 1,000 MW of electrical power; "TW" means terawatt, or 1,000 GW of electrical power; and "kWh," "MWh," "GWh" and "TWh" mean an hour during which 1 kW, MW, GW or TW, as applicable, of electrical power has been continuously produced. Capacity refers to rated capacity. References in this prospectus to "NCF" mean net capacity factor, or the measure of a wind energy project's actual production expressed as a percentage of the amount of power the wind energy project could have produced running at full capacity for a particular period of time, and references to "RECs" mean renewable energy certificates or other renewable energy attributes, as the context requires. References to Series B Units in this prospectus are to First Wind Holdings, LLC's Series B Units, which were outstanding prior to the reorganization that will be effected immediately before completion of this offering. Unless otherwise indicated, the financial information in this prospectus represents the historical financial information of First Wind Holdings, LLC.

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PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus but does not contain all information that you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the information under "Risk Factors" beginning on page 15, and the consolidated financial statements included elsewhere in this prospectus.

First Wind Holdings Inc.

        We are an independent wind energy company focused solely on the development, financing, construction, ownership and operation of utility-scale wind energy projects in the United States. Our projects are located in the Northeastern and Western regions of the continental United States and in Hawaii. We have focused on these markets because we believe they provide the potential for future growth and investment returns at the higher end of the range available for wind projects. These markets are characterized by relatively high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built in a cost effective manner. Moreover, we have focused our efforts on projects and regions with significant expansion opportunities, often enabled by transmission solutions that we have developed and built.

        As of June 30, 2010, we operated seven projects with combined rated capacity of 504 MW, and we owned two lines that connect projects to the electricity grid (generator leads) with transmission capacity of approximately 1,200 MW. In 2009, we doubled the number of projects in our operating fleet, adding three new projects with an aggregate capacity of 386 MW. Two of these projects, Milford I, which sells power from Utah into Southern California, and Stetson I, which sells power in New England, include wholly-owned generator leads we had built in anticipation of expanding these projects. In March 2010, we commenced commercial operations of our seventh project, Stetson II, an expansion project in Maine with 26 MW of capacity.

        We manage our business with a team of professionals with experience in all aspects of wind energy development, financing, construction and operations. We have a track record of selecting projects from our development pipeline and converting them into operating projects that we believe will meet our financial return requirements. By the end of 2010, our goal is to have six additional projects with 268 MW of capacity operating or under construction. Two of these projects are currently under construction, Kahuku (30 MW) and Milford II (102 MW).

        We target having approximately 1,000 MW of projects operating or under construction by the end of 2011. Thereafter, we target adding approximately 300 to 400 MW of operating/under-construction capacity each year to achieve our goal of having an operating/under-construction fleet in excess of 2,000 MW by the end of 2014. Expansions of current operating and under-construction projects make up approximately 51% (measured by capacity) of our targeted 2010-2011 projects. See "Business—Our Development Process" and "Business—Our Portfolio of Wind Energy Projects."

        We believe our development pipeline of over 3,700 MW should enable us to meet our 2014 goal of having an operating/under-construction fleet of 2,000 MW. As of July 31, 2010, we had land rights for nearly 90% of our development pipeline and meteorological data for over 90% of our development pipeline, in the majority of cases covering at least three years. We have also conducted preliminary environmental screening for all of our projects. We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline. From time to time we have abandoned projects on which we had started development work, or re-categorized projects to a less advanced stage than we had previously assigned them. Our ability to complete our projects and achieve anticipated generation capacities is subject to numerous risks and uncertainties as described under "Risk Factors."

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        Wind energy project returns depend mainly on the following factors: energy prices, transmission costs, wind resources, turbine costs, construction costs, financing costs and availability and government incentives. In applying our strategy, we take into account the combination of all of these factors and focus on margins, return on invested capital and value creation as opposed solely to project size. Some of our projects, while having high construction costs, still offer attractive returns because of favorable wind resources or energy prices. Additionally, in many cases, smaller, more profitable projects can create as much absolute value as do larger, lower-returning projects. We assess the profitability of each project by evaluating its net present value. We also evaluate a project on the basis of its Project EBITDA, as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—How We Measure Our Performance," including the ratio of Project EBITDA to project development and construction costs.

        We closely manage our commodity price risk and generally construct wind energy projects only if we have put in place some form of a long-term power purchase agreement (PPA) and/or financial hedge. We have PPAs or hedges on all seven of our operating projects and we expect to have PPAs or hedges on all of our 2010 projects. As of July 31, 2010, approximately 90% of the estimated revenues through 2011 from our current operating projects were hedged. We plan to hedge approximately 90% of the estimated revenues for 2011 for the six projects we plan to have under construction in 2010. See "Business—Revenues; Hedging Activities."

        The United States is one of the largest and fastest growing wind energy markets, although capacity additions slowed in the first half of 2010. As of the end of 2009, the United States was the leading wind energy market in terms of cumulative installed wind power capacity as capacity increased by almost 10 GW, accounting for 39% of all new U.S. electric generating capacity in 2009, according to The American Wind Energy Association (AWEA). Moreover, our markets are among the highest growth U.S. markets due to demand driven by state-mandated renewable portfolio standards (RPS), premium electricity pricing, a shortage of renewable energy and strong wind resources. States in our markets in the Northeast, West and Hawaii have RPS legislation that calls for approximately 53 GW of incremental renewable energy capacity to be built by 2020 according to IHS Emerging Energy Research (IHS EER).

Achievements

        We have achieved a number of milestones, including:

•

Northeast.  We completed two of the largest utility-scale wind energy projects in New England (Stetson I and Mars Hill in Maine) and obtained the first permit for a utility-scale wind energy project in Vermont since 1996. We recently commenced commercial operation of our Stetson II project, for which we have a long-term PPA with Harvard University to sell half of the electricity and RECs generated by the project. See "Business—Our Regions—Northeast."

•

West.  We entered into a long-term PPA with the Southern California Public Power Authority (SCPPA) to supply 20 years of power to the cities of Los Angeles, Burbank and Pasadena from Milford I, our 204 MW wind energy project in Utah. This project includes a 1,000 MW generator lead providing transmission to the electricity grid. Milford I commenced commercial operations in November 2009. Milford I is the first wind energy project to receive a grant of a right of way permit under the Bureau of Land Management's new programmatic environmental impact statement for wind energy development. We have also started construction of Milford II (102 MW) and have capacity on our generator lead for future expansion projects. See "Business—Our Regions—West."

•

Hawaii.  We successfully completed and are operating our Kaheawa Wind Power I (KWP I) project in Maui, the largest wind energy project in Hawaii. See "Business—Our Regions—Hawaii." In July 2010, we received from the Department of Energy a $117 million loan

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guarantee under Section 1703 of the American Recovery and Reinvestment Act of 2009 (ARRA) to help finance construction of our Kahuku project in Oahu. This is the first DOE loan guarantee for a wind energy project.

•

Financing and U.S. Treasury Grants.  Since the beginning of 2009, in the midst of very difficult financial and credit markets, we have refinanced, raised or received approximately $2.1 billion for our company and projects in 18 refinancing and new capital-raising activities and customer prepayments. These activities included project debt financings, tax equity financings, intermediate holding company financings, government grants, Sponsor equity contributions and customer prepayments. In September 2009, we were among the first recipients of cash grants from the U.S. Treasury under Section 1603 of the ARRA and have received approximately $254 million for four of our projects. See "Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives—American Recovery and Reinvestment Act of 2009 (ARRA)."

Revenues, Financing and Government Programs

        We generate revenues from the sale of electricity and the sale of RECs from our operating projects:

•

Electricity sales.  We typically sell the power generated by our projects (sometimes bundled with RECs) either pursuant to PPAs with local utilities or power companies or directly into the local power grid at market prices. Our PPAs have initial terms ranging from five to 20 years with fixed prices, market prices or a combination of fixed and market prices. We also seek to hedge a significant portion of the market component of our power sales revenue with financial swaps. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Power Purchase Agreements and Financial Hedging."

•

REC sales.  The RECs associated with renewable electricity generation can be "unbundled" and sold as a separate attribute. In some states, we sell RECs to entities that must either purchase or generate specific quantities of RECs to comply with state or municipal RPS programs. Currently, 25 states and the District of Columbia have adopted RPS programs that operate in tandem with a credit trading system in which generators sell RECs for renewable power they generate.

        We have generated substantial net losses and negative operating cash flows since our inception. See "Risk Factors—Risks Related to Our Business and the Wind Industry—We have generated substantial net losses and negative operating cash flows since our inception and expect to continue to do so as we develop and construct new wind energy projects." In addition, the amount of revenue we generate is subject to fluctuation due to a variety of factors and risks. For example, approximately 10% of our estimated revenue through 2011 from our operating projects is unhedged and is therefore subject to market-price fluctuations. In addition, a significant, long-term decline in market prices for electricity in our markets would adversely affect our un-hedged revenues and make it more difficult for us to develop our projects. Furthermore, the production of wind energy depends heavily on suitable wind conditions and if wind conditions are unfavorable, our electricity production and revenue may be substantially below our expectations. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry."

        We finance our projects with various sources of funds, depending on a project's stage of development and other factors. We use equity, turbine supply loans, construction loans, non-recourse project financings, tax equity financings, term loans and, recently, grants from the U.S. Treasury and a construction and term loan facility guaranteed by the U.S. Department of Energy under the ARRA. We are in a capital intensive business and rely heavily on the debt and equity markets to finance the

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development and construction costs of our projects, and we may not be able to finance the growth of our business. See "Risk Factors—Risks Related to Our Financial Activities."

        We benefit from U.S. government programs established to stimulate the economy and increase domestic investment in the wind energy industry. In February 2009, the ARRA went into effect and extended the federal production tax credit (PTC) for renewable energy generators until the end of 2012. In the past, we have monetized PTCs through tax equity financings as part of our project financing strategy. In these transactions, we receive up-front payments, and our tax equity investors receive most of the operating cash flow and substantially all of the production tax credits and taxable income or loss generated by the project until they achieve their targeted investment returns and return of capital, which we typically expect to occur in ten years. As a result, a tax equity financing substantially reduces the cash distributions from the applicable project available to us for other uses. Also, the period during which the tax equity investors receive most of the cash distributions from electricity sales and related hedging activities may last longer than expected if our wind energy projects perform below our expectations.

        The ARRA also made an investment tax credit (ITC) available to wind energy projects in lieu of PTCs. Project owners can for the first time receive the cash equivalent of the ITC in the form of a grant paid by the U.S. Treasury representing 30% of ITC-eligible costs of building a wind energy project, namely, the costs of constructing energy-producing assets. In September 2009, our Cohocton and Stetson I projects were among the first recipients of such cash grants and have received approximately $254 million for four of our projects. We plan to apply for cash grants for the other projects we begin to construct in 2010. We have also applied for other federal government incentives, including loan guarantees from the Department of Energy. In July 2010, we entered into a $117 million construction and term loan facility guaranteed by the Department of Energy to help finance construction of our Kahuku project. See "Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives—American Recovery and Reinvestment Act of 2009 (ARRA)."

        We depend heavily on these programs to finance the projects in our development pipeline. If any of these incentives are adversely amended, reduced or eliminated, or if federal departments fail to administer these programs in a timely and efficient manner, it would have a material adverse effect on our ability to obtain financing. Similarly, if governmental authorities stop supporting, or reduce their support for, the development of wind energy projects, our revenues may be adversely affected, our economic return on certain projects may be reduced, our financing costs may increase and it may become more difficult to obtain financing.

Strategy

        Our business strategy is to build a diverse portfolio of operating projects and development opportunities. We seek opportunities where, if we are able to execute successfully, we will be able to generate attractive returns for our stockholders.

•

Focus on development of projects in markets with strong demand for renewable energy. We focus on developing projects to serve markets where there is strong demand for renewable energy, including states with RPS programs.

•

Develop our existing pipeline of projects and expand existing operating projects. We have identified and are developing a broad pipeline of projects in our markets, including expanding our operating projects in existing locations. We believe expansion projects have lower execution risks than other projects.

•

Continue to identify and create a new pipeline of diverse development project opportunities in financially attractive markets. Our team of developers focuses our prospecting and development

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efforts on identifying new opportunities in our markets and acquiring existing wind energy assets that we believe will meet our financial return requirements in these markets.

•

Implement transmission solutions to support development opportunities.  We develop, own and operate generator leads connecting our projects to third-party electricity networks. Our Stetson generator lead has approximately 115 MW of capacity available for our future expansion projects and our Milford generator lead has approximately 750 MW of capacity available for our future expansion projects. Both of these generator leads are operating. In 2010, we plan to build expansion projects using both leads, leaving 700 MW of additional capacity on these lines for our future expansion projects. Our generator lead assets and capabilities enable us to develop projects in areas that would otherwise present significant transmission challenges.

•

Focus on construction and operational control.  We believe having control of the construction and operation of our projects enhances our credibility, allows us to make rapid decisions and strengthens our relationships with landowners, local communities, regulators and other stakeholders. For construction projects, we manage and mitigate budget and schedule risks through arrangements with contractors that have significant experience constructing wind energy projects.

•

Obtain stable revenues from our operating fleet.  We manage exposure to market prices for electricity through long-term PPAs and hedging. We also seek to maximize the value of the RECs we generate by selling our electricity into markets that have higher RPS requirements and strong markets for RECs. We believe that stabilizing our revenue stream benefits us, our lenders and investors, and enhances our ability to obtain long-term, non-recourse financing for our projects on attractive terms.

•

Develop substantial local presence and community stakeholder involvement in our markets. We establish and maintain a local presence early in a project's development to work cooperatively with the communities where our projects are located to more fully understand each community's unique issues and concerns. We believe this helps us to better assess the feasibility of projects and enhances our ability to complete and operate them successfully.

Competitive Strengths

        We intend to use the following strengths to capitalize on what we believe to be significant opportunities for growth in the U.S. wind energy industry in general and in our markets in particular:

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Track record in developing complex wind energy projects.  Our experienced management team has a track record of developing complex projects in each of our three markets. Our project development strategy sometimes includes the construction of generator leads, as in the case of Stetson I and Milford I, or the structuring and negotiation of creative financing and risk management solutions, as in our PPA with SCPPA for Milford I. In certain cases, as in KWP I, we took over projects from other developers who were unable to complete them.

•

Ability to finance multiple projects across our portfolio.  Wind energy project development and construction are capital intensive and require access to a relatively constant stream of financing. As a result, our ability to access capital markets efficiently and effectively is crucial to our growth. The recent worldwide financial and credit crisis has reduced the availability of liquidity and credit. The difficult market conditions that began in the fall of 2008 have persisted. However, since the beginning of 2009, we have refinanced, raised or received approximately $2.1 billion for our company and projects in 18 refinancing and new capital-raising activities and customer prepayments. These activities included project debt financings, tax equity financings, intermediate holding company financings, government grants, Sponsor equity contributions and customer prepayments. We expect to fund the development of our projects with a combination

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of cash flows from operations, debt financings, tax equity financings, government grants and capital markets transactions such as this offering. See "Business—Project Financing."

•

Established platform in attractive markets with significant growth opportunities.  We have a portfolio of projects in the Northeast, West and Hawaii where we believe we can generate attractive investment returns. These markets are characterized by high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built on cost-effectively. Many of our projects have significant expansion opportunities, which in some cases will enable us to use our existing generator leads. Expansions of our current operating and under-construction projects make up approximately 51% (measured by capacity) of our targeted 2010-2011 projects.

•

Well positioned to benefit from over-capacity in the turbine markets because we have few turbine commitments.  Because we believe there is significant over-capacity in the turbine market, we have not entered into firm commitments to purchase turbines for projects in our development pipeline after 2010. Instead, we have agreements in place that give us the right, but not the obligation, to purchase additional turbines after 2010, allowing us to cancel our turbine orders with the forfeiture of deposits. We believe this gives us flexibility to acquire turbines at attractive prices and on favorable terms.

•

Experienced management team that owns significant equity in the company.  Our management team is experienced in all aspects of the wind energy business. Over the past two years, we have added several key personnel to our team, primarily in the areas of construction, operations and finance. We believe we can achieve our operating/under-construction fleet goal of over 2,000 MW by the end of 2014 without significant additions to headcount and overhead costs related to non-operating activities. In addition, members of our senior management team have a meaningful equity stake in our company.

        Our ability to capitalize upon these strengths may be affected by a variety of factors, including competition for: suitable operating sites for projects; access to transmission and distribution networks; turbines and related components at affordable prices; employees with relevant experience; and the limited funds available for tax equity financing.

U.S. Market Opportunity

        According to AWEA, wind energy capacity in the United States grew at a CAGR of 34% from 2000 through 2009. Wind energy nonetheless accounted for only 1.8% of total U.S. electricity production in 2009 according to the EIA. Based on data provided by IHS EER, we estimate that installed wind capacity in the United States will grow at a CAGR of 19% from 2009 through 2013. In certain U.S. markets, state-mandated RPS and similar voluntary programs, among other factors, have strengthened the demand for renewable energy.

        We believe wind energy growth in the United States is being driven primarily by:

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decreasing costs in the U.S. wind industry supply chain and continued improvements in wind technologies;

•

public concern about environmental issues, including climate change;

•

favorable federal and state policies regarding climate change and renewable energy, exemplified by state RPS programs and the ARRA, that support the development of renewable energy;

•

increasing obstacles for the construction of conventional power plants; and

•

public concern over continued U.S. dependence on foreign energy imports.

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Risk Factors

        Our business is subject to numerous risks and uncertainties, including:

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those relating to our ability to build our pipeline of projects under development or acquire wind energy assets and turn them into operating projects;

•

the impact of schedule delays, cost overruns, revenue shortfalls and lower-than-expected capacity for those projects we do place into operation;

•

our substantial net losses and negative operating cash flows;

•

government policies supporting renewable energy development;

•

our dependence on suitable wind conditions;

•

our ability to locate and obtain control of suitable operating sites;

•

the need for ongoing access to capital to support our growth;

•

our substantial indebtedness and its short-term maturities, which could limit our flexibility in operating our business and to plan for and react to unexpected events; and

•

the potential for mechanical breakdowns.

        You should carefully consider all of the information in this prospectus and, in particular, the information under "Risk Factors," prior to making an investment in our Class A common stock.

Class A Common Stock and Class B Common Stock

        After completion of this offering, our outstanding capital stock will consist of Class A common stock and Class B common stock. Investors in this offering will hold shares of Class A common stock. See "Description of Capital Stock."

The Reorganization and Our Holding Company Structure

        First Wind Holdings Inc. was formed for purposes of this offering and has only engaged in activities in contemplation of this offering. Upon completion of the offering, all of our business will continue to be conducted through First Wind Holdings, LLC, which is the holding company that has conducted all of our business to date. First Wind Holdings Inc. will be a holding company, whose principal asset will be its interest in First Wind Holdings, LLC. That interest will represent approximately      % of the economic interests in our business, assuming the underwriters do not exercise their over-allotment option. First Wind Holdings Inc. will be the sole managing member of First Wind Holdings, LLC and will therefore control First Wind Holdings, LLC. Entities in the D. E. Shaw group and Madison Dearborn Capital Partners IV, L.P., will collectively own substantially all of the balance of the economic interests in our business. As a holding company, our only source of cash flow from operations will be distributions from First Wind Holdings, LLC. See "The Reorganization and Our Holding Company Structure." After completion of this offering, First Wind Holdings Inc. will be a "controlled company" under the listing rules of the Nasdaq Stock Market ("Nasdaq").

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        The diagram below shows our organizational structure immediately after consummation of this offering and related transactions, assuming no exercise of the underwriters' over-allotment option.

(1)

The members of First Wind Holdings, LLC, other than us, will consist of our Sponsors and certain of our employees and current investors in First Wind Holdings, LLC.

(2)

The Class A common stockholders will have the right to receive all distributions made on account of our capital stock. Each share of Class A common stock and Class B common stock is entitled to one vote per share. Certain entities in the D. E. Shaw group will receive Class A common stock rather than Series B Membership Interests (and the corresponding shares of Class B common stock). As a result, the D. E. Shaw group will hold Series B Membership Interests, Class A common stock and Class B common stock.

(3)

Series A Membership Interests and Series B Membership Interests will have the same economic rights in First Wind Holdings, LLC.

Corporate Information

        We began developing wind energy projects in North America in 2002. First Wind Holdings Inc. was incorporated in Delaware in May 2008. Our principal executive offices are located at 179 Lincoln Street, Suite 500, Boston, Massachusetts 02111, and our telephone number is (617) 960-2888. Our website is www.firstwind.com. The information contained on or accessible through our website, or any other website referenced in this prospectus, is not part of this prospectus and you should not consider it in making an investment decision.

8

The Offering

Class A common stock offered by us	shares.
Class A common stock to be outstanding after this offering	shares (assuming no exercise of the underwriters' over-allotment option).
Underwriters' over-allotment option	shares.
Class B common stock to be outstanding after this offering	shares. Shares of our Class B common stock will be issued in connection with, and in equal proportion to, issuances of Series B Membership Interests of First Wind Holdings, LLC. Each Series B Membership Interest of First Wind Holdings, LLC, together with a corresponding share of our Class B common stock, will be exchangeable for one share of Class A common stock as described under "The Reorganization and Our Holding Company Structure—Limited Liability Company Agreement of First Wind Holdings, LLC."
Use of proceeds	We expect to receive net proceeds from the sale of Class A common stock offered hereby, after deducting estimated underwriting discounts and commissions and estimated offering expenses, of approximately $      million, based on an assumed offering price of $      per share (the midpoint of the range set forth on the cover of this prospectus). We intend to use approximately $        million of such net proceeds to fund a portion of our capital expenditures for 2010–2013 and the remainder for general corporate purposes.
Voting rights	Each share of our Class A common stock and Class B common stock will entitle its holder to one vote on all matters to be voted on by stockholders. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law. After completion of this offering, the D. E. Shaw group and Madison Dearborn will own    % and    %, respectively, of the total number of shares of our outstanding Class A common stock and Class B common stock (    % and    %, respectively, if the underwriters exercise their over-allotment option in full) and will have effective control over the outcome of votes on all matters requiring approval by our stockholders.
Dividend policy	We do not anticipate paying dividends. See "Dividend Policy."
Risk factors	For a discussion of certain factors you should consider before making an investment, see "Risk Factors."
Proposed Nasdaq Global Market symbol	"WIND"

        The number of shares to be outstanding after completion of this offering is based on        shares of Class A common stock and                shares of Class B common stock outstanding as of                        after giving effect to the reorganization described under "The Reorganization and Our Holding

9

Company Structure." The number of shares to be outstanding after this offering excludes        additional shares of Class A common stock reserved for issuance under our long-term incentive plan.

        Unless we specifically state otherwise, the information in this prospectus assumes:

•

the implementation of the reorganization described in "The Reorganization and Our Holding Company Structure;" and

•

no exercise of the underwriters' over-allotment option.

10

Summary Financial and Operating Data

        The following tables present summary consolidated financial data as of and for the dates and periods indicated below. The summary consolidated statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the summary consolidated balance sheet data as of December 31, 2008 and 2009 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statement of operations data for the six months ended June 30, 2009 and 2010 and the summary consolidated balance sheet data as of June 30, 2010 are derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim period financial information, in the opinion of management, includes all adjustments, which are normal and recurring in nature, necessary for the fair presentation of the periods shown.

        The summary unaudited pro forma consolidated financial data for the year ended December 31, 2009 and for the six months ended June 30, 2010 have been prepared to give pro forma effect to all of the reorganization transactions described in "The Reorganization and Our Holding Company Structure" and this offering as if they had been completed as of January 1, 2009 with respect to the unaudited consolidated pro forma statement of operations and as of June 30, 2010 with respect to the unaudited pro forma consolidated balance sheet data. These data are subject and give effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma financial statements included elsewhere in this prospectus. The summary unaudited pro forma financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the reorganization transactions and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of financial condition data or results of operations as of any future date or for any future period. Pro forma net loss per share is based on the weighted average common shares outstanding.

        The summary consolidated financial data set forth below should be read in conjunction with the "Unaudited Pro Forma Financial Information," "Selected Historical Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results may not be indicative of the operating results to be expected in any future period.

11

		First Wind Holdings, LLC									First Wind Holdings Inc.	First Wind Holdings LLC						First Wind Holdings Inc.
		Year Ended December 31,										Six Months Ended June 30,
		2007			2008			2009			2009 Pro Forma	2009			2010			2010 Pro Forma
		(Dollars in thousands, except per share/unit amounts)
Statement of Operations Data:
Revenues:
Revenues		$	23,817		$	28,790		$	47,136		$	$	20,915		$	40,747		$
Cash settlements of derivatives			(1,670	)		(4,072	)		10,966				6,558			5,018
Fair value changes in derivatives			(9,801	)		14,760			17,175				12,708			3,976
Total revenues			12,346			39,478			75,277				40,181			49,741
Cost of revenues:
Project operating expenses			9,175			10,613			19,709				8,380			24,121
Depreciation and amortization of operating assets			8,800			10,611			34,185				15,741			24,055
Total cost of revenues			17,975			21,224			53,894				24,121			48,176
Gross income (loss)			(5,629	)		18,254			21,383				16,060			1,565
Other operating expenses:
Project development			25,861			35,855			35,895				16,987			23,337
General and administrative			13,308			44,358			39,192				19,145			18,641
Depreciation and amortization			1,215			2,325			3,381				1,422			2,285
Total other operating expenses			40,384			82,538			78,468				37,554			44,263
Income (loss) from operations		$	(46,013	)	$	(64,284	)	$	(57,085	)	$	$	(21,494	)	$	(42,698	)	$
Risk management activities related to non-operating projects		$	(21,141	)	$	42,138		$	—		$	$	—		$	—		$
	Net loss attributable per common unit (basic and diluted)	$	(0.36	)	$	(0.05	)	$	(0.09	)	$	$	(0.03	)	$	(0.06	)	$
	Weighted average number of common units (basic and diluted)		189,161,855			278,288,518			649,681,382				649,681,382			649,681,382
	Pro forma net loss per share—basic and diluted(1)
	Shares used in computing pro forma net loss per share—basic and diluted(1)
Other Financial Data:
	Net cash provided by (used in):
	Operating activities(2)	$	(26,370	)	$	(41,589	)	$	(54,478	)	$	$	(23,590	)	$	217,032		$
	Investing activities		(334,007	)		(477,268	)		(253,533	)			(116,745	)		(37,081	)
	Financing activities		358,107			556,059			298,749				113,939			(167,344	)
Selected Operating Data
	Rated capacity (end of period)		92 MW			92 MW			478 MW				274 MW			504 MW
	Electricity generated		239,940 MWh			275,024 MWh			656,365 MWh				304,803 MWh			568,724 MWh
	Average realized energy price(3)	$	103/MWh		$	97/MWh		$	85/MWh		$	$	78/MWh		$	81/MWh		$
	Project EBITDA(4)	$	14,945		$	15,589		$	35,867		$	$	15,198		$	23,154		$

(1)

The basic net loss attributable per common unit for each of the annual periods ended December 31, 2007, 2008 and 2009 and the six month periods ended June 30, 2009 and 2010 has been presented for informational and historical purposes only. After completion of this offering, as a result of the reorganization events that have taken place or that will take place immediately prior to completion of the offering as described in "The Reorganization and Our Holding Company Structure," the shares used in computing net earnings or loss per share will bear no relationship to these historical common units.

Pro forma basic and diluted net loss per share was computed by dividing the pro forma net loss attributable to our Class A common stockholders by the shares of Class A common stock that we will issue and sell in this offering, plus shares issued in connection with our initial capitalization, assuming that these shares of Class A common stock were outstanding for the entirety of each of the historical periods presented on a pro forma basis. No pro forma effect was given to the future potential exchanges of the Series B Membership Interests of our subsidiary, First Wind Holdings, LLC (and the equal number of shares of our Class B common stock), that will be outstanding immediately after the completion of this offering and the reorganization transactions for an equal number of shares of our Class A common stock because the issuance of shares of Class A common stock upon these exchanges would not be dilutive.

(2)

Operating cash flows for the six months ended June 30, 2010 include a prepayment for energy for our Milford I project of approximately $232 million.

(3)

Average realized energy price per MWh of energy generated is a metric that allows us to compare revenues from period to period, or on a project by project basis, regardless of whether the revenues are generated under a PPA, from sales at market prices with a financial swap, from sales at market prices or a combination of the three. Although average realized energy price is based, in part, on revenues recognized

12

under accounting principles generally accepted in the United States (GAAP), this metric does not represent revenue per unit of production on a GAAP basis. We adjust GAAP revenues used to compute this metric in several respects:

•

Under GAAP, recognition of revenues from the sale of New England RECs is delayed due to regulations that limit their transfer to the buyer to quarterly trading windows that open two quarters subsequent to generation. To match New England REC revenue to the period in which the related power was generated, in calculating this metric, we add New England REC revenues attributable to generation during a period but not yet recognized under GAAP, and subtract New England REC revenue recognized under GAAP in the period but generated in a prior period.

•

In addition, in order to focus this metric on realized energy prices, we exclude the effects of mark-to-market adjustments on financial swaps.

Average realized energy price changes over time due to several factors. Historically, the most significant factor has been the growth of our business and the corresponding change in pricing mix. Each project has a different pricing profile, including varying levels of hedging in relation to electricity generation, and in certain cases, short periods of unhedged exposure to market price fluctuations as hedging agreements are put in place.

The table below shows the calculation of our average realized energy price for the periods presented:

			Year Ended December 31,							Six Months Ended June 30,
			2007		2008			2009		2009			2010
Numerator (in thousands)
	Total revenue		$	12,346	$	39,478		$	75,277	$	40,181		$	49,741
	Add (subtract):
		New England REC timing(a)		2,461		1,947			2,060		472			120
		Mark-to-market adjustments(b)		9,801		(14,760	)		(21,322)		(16,855	)		(3,976	)
			$	24,608	$	26,665		$	56,015	$	23,798		$	45,885
Denominator (MWh)
		Total energy production		239,940		275,024			656,365		304,803			568,724
Average realized energy price
		(numerator/denominator)	$	103/MWh	$	97/MWh		$	85/MWh	$	78/MWh		$	81/MWh

(a)

New England REC timing represents the difference between: (i) New England RECs generated in earlier periods that qualified for GAAP revenue recognition in the applicable period and (ii) New England RECs generated in the applicable period and sold to a counterparty under a firm sales contract where revenue is deferred under GAAP until the applicable quarterly trading window occurs. The gross amounts of such New England RECs are as follows:

		Year Ended December 31,									Six Months Ended June 30,
		2007			2008			2009			2009			2010
		(in thousands)
New England RECs
	Included in revenues	$	(2,364	)	$	(5,274	)	$	(9,403	)	$	(4,593	)	$	(6,706	)
	Generated during the period		4,825			7,221			11,463			5,065			6,826
		$	2,461		$	1,947		$	2,060		$	472		$	120

(b)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175 and $12,708, for the year and the six months, respectively.

(4)

We evaluate the performance of our operating projects on the basis of their Project EBITDA, which is a non-GAAP financial measure. We use Project EBITDA to assess the performance of our operating projects because we believe it is a measure that allows us to: (i) more accurately evaluate the operating performance of our projects based on the energy generated during each period (through the exclusion of mark-to-market adjustments and the effects of New England REC timing, for which the GAAP accounting treatment does not correspond to the energy generated during the period) and (ii) assess the ability of our projects to support debt and/or tax equity financing (through the exclusion of depreciation and amortization that is not indicative of capital costs that would be expected over the term of the financing and general and administrative expenses that are not incurred at the project level). Our ability to raise debt and/or tax equity financing for our projects is a key requirement of our development plan as described in "—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Financing Requirements." We believe it is important for investors to understand the factors that we focus on in managing the business, and therefore we believe Project EBITDA is useful for investors to understand. In addition, as long as investors consider Project EBITDA in combination with the most directly comparable GAAP measure, gross income (loss), we believe it is useful for investors to have information about our operating performance on a period-by-period basis, without giving effect to GAAP requirements that require the recognition of

13

income or expense that does not correspond to actual energy production in a given period, and we believe it is useful for investors to consider a measure that does not include project-related depreciation and amortization. Because lenders and providers of tax equity financing frequently disregard the non-cash charges and GAAP timing differences noted above when determining the financeability of a project, we believe that presenting information in this manner can help give investors an understanding of our ability to secure financing for our projects. Project EBITDA can be reconciled to gross income (loss), which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

				Year Ended December 31,									Six Months Ended June 30,
				2007			2008			2009			2009			2010
Gross income (loss)				$	(5,629	)	$	18,254		$	21,383		$	16,060		$	1,565
	Add (subtract):
			Depreciation and amortization of operating assets		8,800			10,611			34,185			15,741			24,055
			New England REC timing		2,461			1,947			2,060			472			120
			Mark-to-market adjustments(a)		9,801			(14,760	)		(21,322	)		(16,855	)		(3,976	)
			KWP I property tax assessment(b)		(488	)		(463	)		(439	)		(220	)		1,390
		Project EBITDA		$	14,945		$	15,589		$	35,867		$	15,198		$	23,154

(a)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175 and $12,708, for the year and the six months, respectively.



(b)

In June 2010, the County of Maui, Hawaii retroactively assessed property taxes for our KWP I project totaling approximately $1.4 million plus penalties and interest for 2007, 2008 and 2009. We have appealed these retroactive assessments as well as the amount then billed by the county for 2010. The KWP I property tax assessment adjustment reflects these retroactive assessments in the periods to which they relate.

Project EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for gross income (loss), net income or cash flow from operations data as measured under GAAP. We use Project EBITDA to assess the performance of our operating projects and not as a measure of our liquidity. Investors should consider cash flow from operations, and not Project EBITDA, when evaluating our liquidity and capital resources. The items excluded from Project EBITDA are significant components of our statement of operations and must be considered in performing a comprehensive assessment of our overall financial performance. Project EBITDA and the associated period-to-period trends should not be considered in isolation.

        The following table presents summary consolidated balance sheet data as of the dates indicated:

•

on an actual basis;

•

on a pro forma basis as of June 30, 2010 to give effect to all of the reorganization transactions described in "The Reorganization and Our Holding Company Structure"; and

•

on a pro forma as adjusted basis as of June 30, 2010 to give further effect to our sale of            shares of common stock in this offering at an assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

		First Wind Holdings, LLC								First Wind Holdings Inc.
		As of December 31,								Pro Forma As of June 30, 2010	Pro Forma As Adjusted June 30, 2010
								As of June 30, 2010
		2007		2008		2009
		(in thousands)
Balance Sheet Data:
	Property, plant and equipment, net	$	192,076	$	187,316	$	950,610	$	848,739	$	$
	Construction in progress		346,320		571,586		472,526		450,536
	Total assets		770,666		1,311,591		1,698,154		1,615,439
	Long-term debt, including debt with maturities less than one year		465,449		532,441		632,046		495,338
	Members' capital/ stockholders' equity		147,876		653,092		849,373		794,352

14

RISK FACTORS

You should consider carefully each of the risks described below, together with all of the other information contained in this prospectus, before deciding to invest in our Class A common stock. If any of the following risks materializes, our business, financial condition and results of operations may be materially adversely affected. In that event, the trading price of our Class A common stock could decline, and you could lose some or all of your investment.

This prospectus also contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below and elsewhere in this prospectus. See "Cautionary Statement Regarding Forward-Looking Statements."

Risks Related to Our Business and the Wind Energy Industry

If we cannot continue to build our pipeline of projects under development and turn them into operating projects, our business will not grow and we may have significant write-offs.

        We may be unable to meet our target of having in excess of 2,000 MW of operating/under-construction capacity by 2014, because we will need to add new projects to our pipeline on an ongoing basis, including projects we acquire from others. In addition, we may have difficulty in converting our development pipeline into operating projects or may be unable to find suitable projects to add to our pipeline. These circumstances could prevent those projects from commencing operations or from meeting our original expectations about how much energy they will generate or the returns they will achieve. Since completing the projects in or added to our development pipeline as anticipated or at all involves numerous risks and uncertainties, some projects in our portfolio will not progress to construction or may be substantially delayed. From time to time we have abandoned projects on which we had started development work, or re-categorized projects to a less advanced stage than we had previously assigned them, representing in the aggregate approximately 145 MW of potential capacity. This resulted in $3.5 million, $3.1 million and $2.6 million of write-offs in 2008, 2009 and the six months ended June 30, 2010, respectively. Abandonment or re-categorization of our projects may make it difficult for us to achieve our operating capacity goals by our target dates. As we increase our development activities and the number of projects in our pipeline, such discontinuations and re-categorizations and the corresponding write-offs may increase. In addition, those projects that are constructed and begin operations may not meet our return expectations due to schedule delays, cost overruns or revenue shortfalls or they may not generate the capacity that we anticipate or result in receipt of revenue in the originally anticipated time period or at all. An inability to maintain and add to our development pipeline or to convert projects into financially successful operating projects would have a material adverse effect on our business, financial condition and results of operations.

We have generated substantial net losses and negative operating cash flows since our inception and expect to continue to do so as we develop and construct new wind energy projects.

        We have generated substantial net losses and negative operating cash flows from operating activities since our operations commenced. We had accumulated losses of approximately $233.4 million from our inception through June 30, 2010. For the year ended December 31, 2009 and the six months ended June 30, 2010, we generated net losses of $61.0 million and $51.7 million, respectively. In addition, our operating activities used cash of $54.5 million for the year ended December 31, 2009 and $15.0 million (excluding the $232.0 million prepayment for energy for our Milford I project) for the six months ended June 30, 2010.

        We expect that our net losses will continue and our cash used in operating activities will grow during the next several years, as compared with prior periods, as we increase our development activities and construct additional wind energy projects. Wind energy projects in development typically incur operating losses prior to commercial operation at which point the projects begin to generate positive

15

operating cash flow. We also expect to incur additional costs, contributing to our losses and operating uses of cash, as we incur the incremental costs of operating as a public company. Our costs may also increase due to such factors as higher than anticipated financing and other costs; non-performance by third-party suppliers or subcontractors; increases in the costs of labor or materials; and major incidents or catastrophic events. If any of those factors occurs, our net losses and accumulated deficit could increase significantly and the value of our common stock could decline.

We depend heavily on federal, state and local government support for renewable energy, especially wind projects.

        We depend heavily on government policies that support renewable energy and enhance the economic feasibility of developing wind energy projects. The federal government and several of the states in which we operate or into which we sell power provide incentives that support the sale of energy from renewable sources, such as wind.

        The Internal Revenue Code provides a production tax credit (PTC) for each kWh of energy generated by an eligible resource. Under current law, an eligible wind facility placed in service prior to the end of 2012 may claim the PTC. The PTC is a credit claimed against the income of the owner of the eligible project.

        PTC eligible projects are also eligible for an investment tax credit (ITC) of 30% of the eligible cost-basis, which is in lieu of the PTC. The same placed-in-service deadline of December 31, 2012 applies for purposes of the ITC. The ITC is a credit claimed against the income of the owner of the eligible project.

        The American Recovery and Reinvestment Act of 2009 (ARRA) created a grant administered by the U.S. Treasury that provides for a cash payment of the amount an eligible project whose construction began in 2010 would otherwise be able to claim under the ITC. In addition, there are various programs for loan guarantees. See "Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives."

        In addition to federal incentives, we rely on state incentives that support the sale of energy generated from renewable sources, including state adopted renewable portfolio standards (RPS) programs. Such programs generally require that electricity supply companies include a specified percentage of renewable energy in the electricity resources serving a state or purchase credits demonstrating the generation of such electricity by another source. However, the legislation creating such RPS requirements usually grants the relevant state public utility commission the ability to reduce electric supply companies' obligations to meet the RPS requirements in certain circumstances. If the RPS requirements are reduced or eliminated, this could result in our receiving lower prices for our power and in a reduction in the value of our RECs, which could have a material adverse effect on us. See "Industry—Drivers of U.S. Wind Energy Growth—State and Federal Government Incentives."

        We depend heavily on these programs to finance the projects in our development pipeline. If any of these incentives are adversely amended, eliminated, subjected to new restrictions, not extended beyond their current expiration dates, or if funding for these incentives is reduced, it would have a material adverse effect on our ability to obtain financing. A delay or failure by governmental authorities to administer these programs in a timely and efficient manner could have a material adverse effect on our financing.

        While certain federal, state and local programs and policies promote renewable energy and additional legislation is regularly being considered that would enhance the demand for renewable energy, policies may be adversely modified, legislation may not pass or may be amended and governmental support of renewable energy development, particularly wind energy, may not continue or may be reduced. If governmental authorities do not continue supporting, or reduce their support for,

16

the development of wind energy projects, our revenues may be adversely affected, our economic return on certain projects may be reduced, our financing costs may increase, it may become more difficult to obtain financing, and our business and prospects may otherwise be adversely affected.

Most of our revenue comes from sales of electricity and RECs, which are subject to market price fluctuations, and there is a risk of a significant, sustained decline in their market prices. Such a decline may make it more difficult to develop our projects.

        We may not be able to develop our projects economically if there is a significant, sustained decline in market prices for electricity or RECs without a commensurate decline in the cost of turbines and the other capital costs of constructing wind energy projects. Electricity prices are affected by various factors and may decline for many reasons that are not within our control. Those factors include changes in the cost or availability of fuel, regulatory and governmental actions, changes in the amount of available generating capacity from both traditional and renewable sources, changes in power transmission or fuel transportation capacity, seasonality, weather conditions and changes in demand for electricity. In addition, other power generators may develop new technologies or improvements to traditional technologies to produce power that could increase the supply of electricity and cause a sustained reduction in market prices for electricity and RECs. If governmental action or conditions in the markets for electricity or RECs cause a significant, sustained decline in the market prices of electricity or those attributes, without an offsetting decline in the cost of turbines or other capital costs of wind energy projects, we may not be able to develop and construct our pipeline of development projects or achieve expected revenues, which could have a material adverse effect on our business, financial condition and results of operations.

The production of wind energy depends heavily on suitable wind conditions. If wind conditions are unfavorable or below our estimates, our electricity production, and therefore our revenue, may be substantially below our expectations.

        The electricity produced and revenues generated by a wind energy project depend heavily on wind conditions, which are variable and difficult to predict. Operating results for projects vary significantly from period to period depending on the windiness during the periods in question. We base our decisions about which sites to develop in part on the findings of long-term wind and other meteorological studies conducted in the proposed area, which measure the wind's speed, prevailing direction and seasonal variations. Actual wind conditions, however, may not conform to the measured data in these studies and may be affected by variations in weather patterns, including any potential impact of climate change. Therefore, the electricity generated by our projects may not meet our anticipated production levels or the rated capacity of the turbines located there, which could adversely affect our business, financial condition and results of operations. In recent years, the wind resources at our operating projects, while within the range of our long-term estimates, varied from the averages we expected. If the wind resources at a project are below the average level we expect, our rate of return for the project would be below our expectations and we would be adversely affected. Projections of wind resources also rely upon assumptions about turbine placement, interference between turbines and the effects of vegetation, land use and terrain, which involve uncertainty and require us to exercise considerable judgment. We or our consultants may make mistakes in conducting these wind and other meteorological studies. Any of these factors could cause us to develop sites that have less wind potential than we expected, or to develop sites in ways that do not optimize their potential, which could cause the return on our investment in these projects to be lower than expected.

        If our wind energy assessments turn out to be wrong, our business could suffer a number of material adverse consequences, including:

•

our energy production and sales may be significantly lower than we predict;

17

•

our hedging arrangements may be ineffective or more costly;

•

we may not produce sufficient energy to meet our commitments to sell electricity or RECs and, as a result, we may have to buy electricity or RECs on the open market to cover our obligations or pay damages; and

•

our projects may not generate sufficient cash flow to make payments of principal and interest as they become due on our project-related debt, and we may have difficulty obtaining financing for future projects.

Natural events may reduce energy production below our expectations.

        A natural disaster, severe weather or an accident that damages or otherwise adversely affects any of our operations could have a material adverse effect on our business, financial condition and results of operations. Lightning strikes, blade icing, earthquakes, tornados, extreme wind, severe storms, wildfires and other unfavorable weather conditions or natural disasters could damage or require us to shut down our turbines or related equipment and facilities, impeding our ability to maintain and operate our facilities and decreasing electricity production levels and our revenues. Operational problems, such as degradation of turbine components due to wear or weather or capacity limitations on the electrical transmission network, can also affect the amount of energy we are able to deliver. Any of these events, to the extent not fully covered by insurance, could have a material adverse effect on our business, financial condition and results of operations.

Operational problems may reduce energy production below our expectations.

        Spare parts for wind turbines and key pieces of electrical equipment may be hard to acquire or unavailable to us. Sources for some significant spare parts and other equipment are located outside of North America. If we were to experience a shortage of or inability to acquire critical spare parts, we could incur significant delays in returning facilities to full operation. In addition, we generally do not hold spare substation main transformers. These transformers are designed specifically for each wind energy project, and the current lead time to receive an order for this type of equipment is over eight months. For example, operations at our Stetson I project were temporarily interrupted in February 2010 due to a transformer malfunction. If we had to replace any of our substation main transformers, we could be unable to sell electricity from the affected wind energy project until a replacement is installed. That interruption to our business might not be fully covered by insurance.

One of our key turbine suppliers, Clipper Windpower Plc, has experienced certain technical issues with its wind turbine technology and may continue to experience similar issues.

        Clipper, one of our two turbine suppliers in our existing operating fleet, is a new entrant into the wind turbine market. Clipper's first prototype wind turbine, the 2.5 MW Liberty, was placed in service in April 2005. We now operate 116 Liberty turbines (290 MW) and plan to install 34 Liberty turbines in 2010 (85 MW). We have entered into agreements which provide us the right but not the obligation to acquire up to 253 Liberty turbines (633 MW) for installation during 2011-2015. We deployed the first eight commercially produced Liberty turbines at our Steel Winds I project, which commenced commercial operations on June 1, 2007. Since our initial deployment, Clipper has announced and remediated three defects affecting the Liberty turbines deployed by us and other customers that resulted in prolonged downtime for turbines at various projects, including our Steel Winds I and Cohocton projects. Among issues adversely affecting Liberty turbine performance were drive trains that incorporated a supplier-related deficiency, a design deficiency resulting in separation of bonding materials in the blades of several turbines and minor defects in the blade skin resulting from a defective manufacturing process. At present, all such items affecting our installed Clipper fleet have been remediated and availability of the Liberty turbines in our fleet is within warranted levels.

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        The Liberty turbines, however, may not perform in accordance with Clipper's specifications for their anticipated useful life or may require additional warranty or non-warranty repairs. In addition, the initial failure of performance has adversely affected our ability to arrange and close turbine supply loans, tax equity financing transactions and construction loans involving Liberty turbines. Moreover, Clipper may not be able to fund its obligations to us and its other customers under its outstanding warranty agreements.

        A failure of Clipper to produce Liberty turbines that perform within design specifications would preclude us from completing projects that could otherwise incorporate Clipper technology and likely result in our determination to elect not to purchase any or all Liberty turbines that we have the right but not the obligation to acquire from 2011 through 2015.

        We have paid Clipper approximately $70 million in deposits and progress payments towards turbine purchases from 2011–2015 and intend to pay approximately $30 million more in deposits and progress payments through January 15, 2011. If we elect for any reason not to acquire any additional turbines from Clipper, we will forfeit the pro rata portion of these deposits and progress payments corresponding to the schedule of future turbine purchases: $38.6 million for turbines scheduled to be purchased in 2011, $17.9 million for 2012, $10.7 million for 2013, $13.4 million for 2014 and $8.9 million for 2015.

        We have no commitments from turbine manufacturers other than Clipper for projects we plan to have in construction after 2010.

A portion of our revenues from the sale of RECs is not hedged, and we are exposed to volatility of commodity prices with respect to those sales.

        REC prices are driven by various market forces, including electricity prices and the availability of electricity from other renewable energy sources and conventional energy sources. We are unable to hedge a portion of our revenues from RECs in certain markets where conditions limit our ability to sell forward all of our RECs. Our ability to hedge RECs generated by our Northeast projects is limited by the unbundled nature of the RECs and the relative illiquidity of this market, and revenues associated with these RECs account for a majority of the unhedged revenue stream from our existing operating fleet. We are exposed to volatility of commodity prices with respect to the portion of RECs that are unhedged, including risks resulting from changes in regulations, including state RPS targets, general economic conditions and changes in the level of renewable energy generation. We expect to have quarterly variations in our revenues from the sale of unhedged RECs.

We have a limited operating history and our rapid growth may make it difficult for us to manage our business efficiently.

        Since we began our business in 2002 and began commercial operation of our first wind energy project in 2006, there is limited history to use to evaluate our business. You should consider our prospects in light of the risks and uncertainties growing companies encounter in rapidly evolving industries such as ours. Also, our rapid growth may make it difficult for us to manage our business efficiently, effectively manage our capital expenditures and control our costs, including general and administrative costs. These challenges could have a material adverse effect on our business, financial condition and results of operation.

We rely on a limited number of key customers.

        There are a limited number of possible customers for electricity and RECs produced in a given geographic location. As a result, we do not have many choices about the buyers of our electricity, which limits our ability to negotiate the terms under which we sell electricity. Also, since we depend on sales of electricity and RECs to certain key customers, our operations are highly dependent upon these

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customers' fulfilling their contractual obligations under our power purchase agreements (PPAs) and other material sales contracts. For example, 45% of our revenues were generated from sales of electricity under PPAs with four customers in the year ended December 31, 2009. Our customers may not comply with their contractual payment obligations or may become subject to insolvency or liquidation proceedings during the term of the relevant contracts. In addition, the credit support we received from such customers to secure their payments under the PPAs may not be sufficient to cover our losses if they fail to perform. To the extent that any of our customers are, or are controlled by, governmental entities, they may also be subject to legislative or other political action that impairs their contractual performance. Failure by any key customer to meet its contractual commitments or insolvency or liquidation of our customers could have a material adverse effect on our business, financial condition and results of operations.

We face competition primarily from other renewable energy sources and, in particular, other wind energy companies.

        We believe our primary competitors are developers and operators focused on renewable energy generation, and specifically wind energy companies. Renewable energy sources, including wind, biomass, geothermal and solar, currently benefit from various governmental incentives such as PTCs, ITCs, cash grants, loan guarantees, RPS programs and accelerated tax depreciation. Changes in any of these incentives could significantly disadvantage wind energy generators including us, compared with other renewable energy sources. Further, the energy industry is rapidly evolving and highly competitive. A reduction in demand for energy from renewable sources or our failure to identify and adapt to new technologies could have a material adverse effect on our business, financial condition and results of operations.

        We compete with other wind energy companies primarily for sites with good wind resources that can be built in a cost-effective manner. We also compete for access to transmission or distribution networks. Because the wind energy industry in the United States is at an early stage, we also compete with other wind energy developers for the limited pool of personnel with requisite industry knowledge and experience. Furthermore, in recent years, there have been times of increased demand for wind turbines and their related components, causing turbine suppliers to have difficulty meeting the demand. If these conditions return in the future, turbine and other component manufacturers may give priority to other market participants, including our competitors, who may have resources greater than ours.

        We compete with other renewable energy companies (and energy companies in general) for the financing needed to pursue our development plan. Once we have developed a project and put a project into operation, we may compete on price if we sell electricity into power markets at wholesale market prices. Depending on the regulatory framework and market dynamics of a region, we may also compete with other wind energy companies, as well other renewable energy generators, when we bid on or negotiate for a long-term PPA.

We also compete with traditional energy companies.

        We also compete with traditional energy companies. For example, depending on the regulatory framework and market dynamics of a region, we also compete with traditional electricity producers when we bid on or negotiate for a long-term PPA. Furthermore, technological progress in traditional forms of electricity generation (including technology that reduces or sequesters greenhouse gas emissions) or the discovery of large new deposits of traditional fuels could reduce the cost of electricity generated from those sources or make them more environmentally friendly, and as a consequence reduce the demand for electricity from renewable energy sources or render existing or future wind energy projects uncompetitive. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

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The growth of our business depends on locating and obtaining control of suitable operating sites.

        Wind energy projects require wind conditions that are found in limited geographic areas and, within these areas, at particular sites. These sites must also be suitable for construction of a wind energy project, including related roads and operations and maintenance facilities. Further, projects must be interconnected to electricity transmission or distribution networks. Once we have identified a suitable operating site, obtaining the requisite land rights (including access rights, setbacks and other easements) requires us to negotiate with landowners and local government officials. These negotiations can take place over a long time, are not always successful and sometimes require economic concessions not in our original plans. The property rights necessary to construct and interconnect our projects must also be insurable and otherwise satisfactory to our financing counterparties. In addition, our ability to obtain adequate property rights is subject to competition from other wind energy developers. If a competitor or other party obtains land rights critical to our project development efforts that we are unable to resolve, we could incur losses as a result of development costs for sites we do not develop, which we would have to write off. If we are unable to obtain adequate property rights for a project, including its interconnection, that project may be smaller in size or potentially unfeasible. Failure to obtain insurable property rights for a project satisfactory to our financing counterparties would preclude our ability to obtain third-party financing and could prevent ongoing development and construction of that project.

Negative public or community response to wind energy projects in general or our projects specifically can adversely affect our ability to develop our projects.

        Negative public or community response to our wind energy projects can adversely affect our ability to develop, construct and operate our projects. This type of negative response can lead to legal, public relations and other challenges that impede our ability to meet our development and construction targets, achieve commercial operations for a project on schedule, address the changing needs of our projects over time and generate revenues. Some of our projects are and have been the subject of administrative and legal challenges from groups opposed to wind energy projects in general or concerned with potential environmental, health or aesthetic impacts, impacts on property values or the rewards of property ownership, or impacts on the natural beauty of public lands. We expect this type of opposition to continue as we develop and construct our existing and future projects. An increase in opposition to our requests for permits or successful challenges or appeals to permits issued to us could materially adversely affect our development plans. If we are unable to develop, construct and operate the production capacity that we expect from our development projects in our anticipated timeframes, it could have a material adverse effect on our business, financial condition and results of operations.

We need governmental approvals and permits, including environmental approvals and permits, to construct and operate our projects. Any failure to procure and maintain necessary permits would adversely affect ongoing development, construction and continuing operation of our projects.

        The design, construction and operation of wind energy projects are highly regulated, require various governmental approvals and permits, including environmental approvals and permits, and may be subject to the imposition of related conditions that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal. We cannot predict whether all permits required for a given project will be granted or whether the conditions associated with the permits will be achievable. The denial of a permit essential to a project or the imposition of impractical conditions would impair our ability to develop the project. In addition, we cannot predict whether the permits will attract significant opposition or whether the permitting process will be lengthened due to complexities and appeals. For example, there are currently permit appeals pending with respect to our Rollins and Sheffield projects which have delayed the start of construction of these projects. Delay in the review and permitting process for a project can impair or delay our ability to develop that project or increase the cost so substantially that the project is no longer attractive to us. We have experienced delays in

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developing our projects due to delays in obtaining non-appealable permits and may experience delays in the future. If we were to commence construction in anticipation of obtaining the final, non-appealable permits needed for that project, we would be subject to the risk of being unable to complete the project if all the permits were not obtained. If this were to occur, we would likely lose a significant portion of our investment in the project and could incur a loss as a result. Any failure to procure and maintain necessary permits would adversely affect ongoing development, construction and continuing operation of our projects.

Our development activities and operations are subject to numerous environmental, health and safety laws and regulations.

        We are subject to numerous environmental, health and safety laws and regulations in each of the jurisdictions in which we operate. These laws and regulations require us to obtain and maintain permits and approvals, undergo environmental impact assessments and review processes and implement environmental, health and safety programs and procedures to control risks associated with the siting, construction, operation and decommissioning of wind energy projects. For example, to obtain permits we could be required to undertake expensive programs to protect and maintain local endangered species. If such programs are not successful, we could be subject to penalties or to revocation of our permits. In addition, permits frequently specify permissible sound levels.

        If we do not comply with applicable laws, regulations or permit requirements, we may be required to pay penalties or fines or curtail or cease operations of the affected projects. Violations of environmental and other laws, regulations and permit requirements, including certain violations of laws protecting migratory birds and endangered species, may also result in criminal sanctions or injunctions.

        Environmental, health and safety laws, regulations and permit requirements may change or become more stringent. Any such changes could require us to incur materially higher costs than we currently have. Our costs of complying with current and future environmental, health and safety laws, regulations and permit requirements, and any liabilities, fines or other sanctions resulting from violations of them, could adversely affect our business, financial condition and results of operations.

Our ownership and operation of real property and our disposal of hazardous waste could result in our being liable for environmental issues.

        Certain environmental laws impose liability on current and previous owners and operators of real property for the cost of removal or remediation of hazardous substances. These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. They can also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are found to be contaminated. Such persons can be responsible for cleanup costs even if they never owned or operated the contaminated facility. In addition to actions brought by governmental agencies, private plaintiffs may also bring claims arising from the presence of hazardous substances on a property or exposure to such substances. Our liabilities arising from past or future releases of, or exposure to, hazardous substances may adversely affect our business, financial condition and results of operations.

We often rely on transmission lines and other transmission facilities that are owned and operated by third parties. We are exposed to transmission facility development and curtailment risks, which may delay and increase the costs of our projects or reduce the return to us on those investments.

        We often depend on electric transmission lines owned and operated by third parties to deliver the electricity we generate. Some of our projects have limited access to interconnection and transmission capacity because there are many parties seeking access to the limited capacity that is available. We may not be able to secure access to this limited interconnection or transmission capacity at reasonable prices or at all. Moreover, a failure in the operation by third parties of these transmission facilities could

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result in our losing revenues because such a failure could limit the amount of electricity we deliver. In addition, our production of electricity may be curtailed due to third-party transmission limitations or limitations on the grid's ability to accommodate intermittent energy sources, reducing our revenues and impairing our ability to capitalize fully on a particular project's potential. Such a failure or curtailment at levels significantly above which we expect could have a material adverse effect on our business, financial condition and results of operations.

        In certain circumstances, we have developed and in the future will develop our own generator leads from our projects to available electricity transmission or distribution networks when such facilities do not already exist. In some cases, these facilities may cover significant distances. To construct such facilities, we need approvals, permits and land rights, which may be difficult or impossible to acquire or the acquisition of which may require significant expenditures. We may not be successful in these activities, and our projects that rely on such generator lead development may be delayed, have increased costs or not be feasible. Our failure in operating these generator leads could result in lost revenues because it could limit the amount of electricity we are able to deliver. In addition, we may be required by law or regulation to provide service over our facilities to third parties at regulated rates, which could constrain transmission of our power from the affected facilities, or we could be subject to additional regulatory risks associated with being considered the owner of a transmission line.

We may be unable to construct our wind energy projects on time, and our construction costs could increase to levels that make a project too expensive to complete or make the return on our investment in that project less than expected.

        There may be delays or unexpected developments in completing our wind energy projects, which could cause the construction costs of these projects to exceed our expectations. We may suffer significant construction delays or construction cost increases as a result of a variety of factors, including:

•

failure to receive turbines or other critical components and equipment, including batteries, that meet our design specifications and can be delivered on schedule;

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failure to complete interconnection to transmission networks;

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failure to obtain all necessary rights to land access and use;

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failure to receive quality and timely performance of third-party services;

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failure to secure and maintain environmental and other permits or approvals;

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appeals of environmental and other permits or approvals that we obtain;

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failure to obtain capital to develop our pipeline;

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shortage of skilled labor;

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inclement weather conditions;

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adverse environmental and geological conditions; and

•

force majeure or other events out of our control.

        Any of these factors could give rise to construction delays and construction costs in excess of our expectations. This could prevent us from completing construction of a project, cause defaults under our financing agreements or under PPAs that require completion of project construction by a certain time, cause the project to be unprofitable for us, or otherwise impair our business, financial condition and results of operations.

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Demand for wind turbines and related components may increase in the future. In that case, we may face difficulties in obtaining turbines and related components at affordable prices, in a timely manner or in sufficient quantities.

        A limited number of companies build turbines with a capacity in excess of one MW. While the turbine market currently has significant over-capacity, there have been times when the demand for wind turbines and their related components has exceeded supply. Turbine suppliers have at times had difficulty meeting the demand, leading to significant supply backlogs, increased prices, higher up-front payments and deposits and delivery delays. These market conditions may prevail again and if they do, may result in prices that are higher than the costs we expect, less favorable payment terms or may result in insufficient available supplies to sustain our growth. Delays in the delivery of ordered turbines and components could delay the completion of our projects under development.

Warranties from suppliers of turbines, which protect us against turbine non-performance, may be limited by the ability of the vendor to satisfy its obligations under the warranty. In addition, the warranties have time limits and if we are not ready for turbine installation at the time we receive a turbine, that warranty protection can be lost.

        When we purchase turbines, we also enter into warranty agreements with the manufacturer. However, there can be no assurance that the supplier will be able to fulfill its contractual obligations. In addition, these warranties generally expire within two to five years after the turbine delivery date or the date the turbine is commissioned. We may lose all or a portion of the benefit of a warranty if we take delivery of a turbine before we are able to deploy it, as we have in the past. If we seek warranty protection and the vendor is unable or unwilling to perform its obligations under the warranty, whether as a result of the vendor's financial condition or otherwise, or if the term of the warranty has expired, we may suffer reduced warranty availability for the affected turbines, which could have a material adverse effect on our business, financial condition and results of operations. Also, under such warranties, the warranty payments by the manufacturer are typically subject to an aggregate maximum cap that is a portion of the total purchase price of the turbines. Losses in excess of these caps would be our responsibility.

Our use and enjoyment of real property rights for our wind energy projects may be adversely affected by the rights of lienholders and leaseholders that are superior to those of the grantors of those real property rights to us.

        Our wind energy projects generally are and are likely to be located on land we occupy pursuant to long-term easements and leases. The ownership interests in the land subject to these easements and leases may be subject to mortgages securing loans or other liens (such as tax liens) and other easement and lease rights of third parties (such as leases of oil or mineral rights) that were created prior to our easements and leases. As a result, our rights under these easements or leases may be subject, and subordinate, to the rights of those third parties. We perform title searches and obtain title insurance to protect ourselves against these risks. Such measures may, however, be inadequate to protect us against all risk of loss of our rights to use the land on which our projects are located, which could have a material adverse effect on our business, financial condition and results of operations.

Many of our operating projects are, and other future projects may be, subject to regulation by the Federal Energy Regulatory Commission under the Federal Power Act or other regulations that regulate the sale of electricity, which may adversely affect our business.

        Some of our current operating projects are "Qualifying Facilities" and/or "Exempt Wholesale Generators" that are exempt from regulation as public utilities by the Federal Energy Regulatory Commission (FERC) under the Federal Power Act (FPA). Many of our operating projects are, however, subject to rate regulation by FERC under the FPA, and certain of our under-construction and

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development projects may be subject to such rate regulation in the future. Our projects that are subject to rate regulation are required to obtain FERC acceptance of their rate schedules for wholesale sales of energy, capacity and ancillary services. FERC may revoke or revise an entity's authorization to make wholesale sales at market-based rates if FERC subsequently determines that such entity can exercise market power in transmission or generation, create barriers to entry or engage in abusive affiliate transactions or market manipulation. In addition, public utilities are subject to FERC reporting requirements that impose administrative burdens and that, if violated, can expose the company to criminal and civil penalties or other risks.

        Any market-based rate authority that we have or will obtain will be subject to certain market behavior rules. If we are deemed to have violated these rules, we will be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of our market-based rate authority, as well as potential criminal and civil penalties. If we were to lose market-based rate authority for a project, we would be required to obtain FERC's acceptance of a cost-based rate schedule and could become subject to, among other things, the burdensome accounting, record keeping and reporting requirements that are imposed on public utilities with cost-based rate schedules. This could have an adverse effect on the rates we charge for power from our projects and our cost of regulatory compliance.

        For our operating projects with more than 75MW of capacity, we are also subject to the reliability standards of the North American Electric Reliability Corporation (NERC). If we fail to comply with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties.

        Although the sale of electric energy has been to some extent deregulated, the industry is subject to increasing regulation and even possible re-regulation. Due to major regulatory restructuring initiatives at the federal and state levels, the U.S. electric industry has undergone substantial changes over the past several years. We cannot predict the future design of wholesale power markets or the ultimate effect ongoing regulatory changes will have on our business. Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the movement towards competitive markets. If deregulation of the electric power markets is reversed, discontinued or delayed, our business, financial condition and results of operations could be adversely affected.

Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

        We have been and continue to be involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Individuals and interest groups may sue to challenge the issuance of a permit for a wind energy project or seek to enjoin construction of a wind energy project. For example, proceedings have been instituted against us challenging the issuance of some of our permits. In addition, we may be subject to legal proceedings or claims contesting the construction or operation of our wind energy projects. For example, some residents near our Mars Hill project have commenced litigation against us based on our construction and operation of the project. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on our business, financial condition and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations. See "Business—Legal Proceedings."

Acquisition of existing wind energy assets involves numerous risks.

        Our strategy includes acquiring wind energy assets at various stages of development. The acquisition of existing wind energy assets involves numerous risks. They include: difficulty in developing the assets into operating projects; unanticipated costs and exposure to liabilities; difficulty in integrating

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the acquired assets; and, if the assets are in new markets, the risks of entering markets where we have limited experience. A failure to achieve the financial returns we expect when we acquire wind energy assets could have an adverse effect on our business.

We are not able to insure against all potential risks and may become subject to higher insurance premiums.

        Our business is exposed to the risks inherent in the construction and operation of wind energy projects, such as breakdowns, manufacturing defects, natural disasters, terrorist attacks and sabotage. We are also exposed to environmental risks. We have insurance policies covering certain risks associated with our business. Our insurance policies do not, however, cover losses as a result of force majeure, natural disasters, terrorist attacks or sabotage, among other things. We generally do not maintain insurance for certain environmental risks, such as environmental contamination. In addition, our insurance policies are subject to annual review by our insurers and may not be renewed at all or on similar or favorable terms. A serious uninsured loss or a loss significantly exceeding the limits of our insurance policies could have a material adverse effect on our business, financial condition and results of operations.

The loss of one or more members of our senior management or key employees may adversely affect our ability to implement our strategy.

        We depend on our experienced management team and the loss of one or more key executives could have a negative impact on our business. We also depend on our ability to retain and motivate key employees and attract qualified new employees. Because the wind industry is relatively new, there is a scarcity of top-quality employees with experience in the wind industry. If we lose a member of the management team or a key employee, we may not be able to replace him or her. Integrating new employees into our management team and training new employees with no prior experience in the wind industry could prove disruptive to our operations, require a disproportionate amount of resources and management attention and ultimately prove unsuccessful. An inability to attract and retain sufficient technical and managerial personnel could limit or delay our development efforts, which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Financial Activities

We may not be able to finance the growth of our business, including the development and construction of our wind energy projects and the growth of our organization.

        We are in a capital intensive business and rely heavily on the debt and equity markets to finance the development and construction costs of our projects and other projected capital expenditures. Completion of our projects requires significant capital expenditures and construction costs. Recovery of the capital investment in a wind energy project generally occurs over a long period of time. As a result, we must obtain funds from equity or debt financings, including tax equity transactions, or from government grants to develop and construct our existing project pipeline, to finance the acquisition of turbines, to identify and develop new projects and to pay the general and administrative costs of operating our business. The cost of turbines represents approximately 70% of the total cost of an average wind energy project. The significant disruption in credit and capital markets generally that began in the fall of 2008 and has persisted has made it difficult to obtain financing on acceptable terms or, in some cases, at all. If we are unable to raise additional funds when needed, we could delay development and construction of projects, reduce the scope of projects or abandon or sell some or all of our development projects, or default on our contractual commitments to buy turbines in the future, any of which would adversely affect our business, financial condition and results of operations.

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Our substantial amount of indebtedness maturing in less than one year may adversely affect our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.

        As of June 30, 2010, we had gross outstanding indebtedness of approximately $516.9 million, which represented approximately            % of our total debt and equity capitalization of $             million (after giving effect to this offering and giving effect to the pro forma as adjusted assumptions set forth under "Capitalization"), including:

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$171.8 million of debt under turbine supply loans;

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$339.6 million of holding company and project term debt; and

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$5.5 million of other debt used to fund development, construction and general and administrative expenses.

        Of this amount, approximately $184.1 million matures prior to July 1, 2011. We do not have available cash or short-term liquid investments sufficient to repay all of this indebtedness and we have not obtained commitments for refinancing all of this debt. Therefore, we may not be able to extend the maturity of this indebtedness or to otherwise successfully refinance current maturities. If we are unable to repay or further extend the maturity on the $171.8 million of turbine supply loans included in this current indebtedness, we would be in default on these loans. In that event, we may be forced to sell the collateral securing the loans or surrender the collateral to the lender, which would result in a loss for financial reporting purposes and could have an adverse effect on our longer term operations, including a potential delay in completion of one or more of our Tier 1 projects.

        The initial report of our independent registered public accounting firm, dated April 30, 2009, on our consolidated financial statements as of and for the year ended December 31, 2008, contained an explanatory paragraph regarding our ability to continue as a going concern. After April 30, 2009, we obtained additional funding that removed the substantial doubt about whether we would continue as a going concern through December 31, 2009. The report of our independent registered public accounting firm dated March 24, 2010, on our consolidated financial statements as of and for the year ended December 31, 2009, does not contain such an explanatory paragraph; however, there may be in the future circumstances that raise substantial doubt about our ability to continue as a going concern. If doubts about our ability to continue as a going concern are raised in the future notwithstanding the additional funding we have obtained and the funding we will obtain from this offering, our stock price could drop and our ability to raise additional funds, to obtain credit on commercially reasonable terms or to remain in compliance with our covenants with lenders may be adversely affected.

        In addition, the assets of some of our subsidiaries collateralize their indebtedness, and in certain cases the assets of certain subsidiaries collateralize the indebtedness of other subsidiaries. This cross-collateralization means that a default by one subsidiary could trigger adverse consequences for other subsidiaries, including possible defaults under their debt agreements, which could have a material adverse effect on our business, financial condition and results of operations.

        Our substantial indebtedness could have important consequences. For example, it could:

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make it difficult for us to satisfy our obligations with respect to our indebtedness, and failure to comply with these obligations could result in an event of default under those agreements, which could be difficult to cure, or result in our bankruptcy;

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require us to dedicate an even greater portion of our cash flow to pay principal and interest on our debt, reducing the funds available to us and our ability to borrow to operate and grow our business;

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limit our flexibility to plan for and react to unexpected opportunities;

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make us vulnerable to adverse changes in general economic, credit and capital markets, industry and competitive conditions and adverse changes in government regulation; and

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place us at a disadvantage compared with competitors with less debt.

        Any of these consequences could materially and adversely affect our business, financial condition and results of operations. If we do not comply with our obligations under our debt instruments, we may be required to refinance all or part of our existing debt, borrow additional amounts or sell securities, which we may not be able to do on favorable terms, or at all. In addition, increases in interest rates and changes in debt covenants may reduce the amounts that we can borrow, reduce our net cash flow and increase the equity investment we may be required to make to complete development and construction of our projects. These increases could cause some of our projects to become economically unattractive. If we are unable to raise additional capital or generate sufficient operating cash flow to repay our indebtedness, we could be in default under our lending agreements and could be required to delay development and construction of our wind energy projects, reduce overhead costs, reduce the scope of our projects or abandon or sell some or all of our development projects, all of which could have a material adverse effect on our business, financial condition and results of operations.

If our subsidiaries default on their obligations under their debt instruments, we may need to make payments to lenders to prevent foreclosure on the collateral securing the debt, which would cause us to lose certain of our wind energy projects.

        Our subsidiaries incur various types of debt. Non-recourse debt is repayable solely from the applicable project's revenues and is secured by the project's physical assets, major contracts, cash accounts and, in many cases, our ownership interest in the project subsidiary. Limited recourse debt is debt where we have provided a limited guarantee and recourse debt is debt where we have provided a full guarantee, which means if our subsidiaries default on these obligations, we will be liable directly to those creditors, although in the case of limited recourse debt only to the extent of our limited recourse obligations. To satisfy these obligations, we may be required to use amounts distributed by our other subsidiaries as well as other sources of available cash, reducing the cash available to execute our business plan. In addition, if our subsidiaries default on their obligations under non-recourse financing agreements, we may decide to make payments to prevent the creditors of these subsidiaries from foreclosing on the relevant collateral. Such a foreclosure would result in our losing our ownership interest in the subsidiary or in some or all of its assets. The loss of our ownership interest in one or more of our subsidiaries or some or all of their assets could have a material adverse effect on our business, financial condition and results of operations.

Our hedging activities may not adequately manage our exposure to commodity and financial risk, may result in significant losses or require us to use cash collateral to meet margin requirements, each of which could adversely affect our results of operations and cash flow. Liquidity constraints could impair our ability to execute favorable financial hedges in the future.

        Our ownership and operation of wind energy projects exposes us to volatility in market prices of electricity and RECs.

        In an effort to stabilize our revenue from electricity sales, we evaluate the electricity sale options for each of our development projects, including the appropriateness of entering into a PPA or a financial swap, or both. If we sell our electricity into an independent system operator (ISO) market without a PPA, we may enter into a financial swap to stabilize all or a portion of our estimated revenue stream. Under the terms of our existing financial swaps, we are not obligated to physically deliver or purchase electricity. Instead, we receive payments for specified quantities of electricity based on a fixed price and are obligated to pay our counterparty the market price for the same quantities of electricity. These financial swaps cover quantities of electricity that we estimate we are highly likely to produce. As

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a result, gains or losses under the financial swaps are designed to be offset by decreases or increases in our revenues from spot sales of electricity in liquid ISO markets. However, the actual amount of electricity we generate from operations may be materially different from our estimates for a variety of reasons, including variable wind conditions and turbine availability. If a project does not generate the volume of electricity covered by the associated swap contract, we could incur significant losses if electricity prices in the market rise substantially above the fixed price provided for in the swap. If a project generates more electricity than is contracted in the swap, the excess production will not be hedged and the revenues we derive will be exposed to market price fluctuations.

        We would also incur financial losses as a result of adverse changes in the mark-to-market values of the financial swaps or if the counterparty fails to make payments. We could also experience a reduction in operating cash flow if we are required to post margin in the form of cash collateral. We often are required to post cash collateral and issue letters of credit, which fluctuate based on changes in commodity prices, to backstop our obligations under our hedging arrangements. These actions reduce our available borrowing capacity under the credit facilities under which these letters of credit are issued. We have been and expect in the future to be required to post additional cash collateral or issue additional letters of credit if electricity and oil prices rise. We may be exposed to counterparty credit risk, and may suffer losses, if we enter into hedges with entities that are not creditworthy or we obtain credit support that is inadequate with respect to a counterparty.

        We enter into PPAs when we sell our electricity into non-ISO markets or where we believe it is otherwise advisable. Under a PPA, we contract to sell all or a fixed proportion of the electricity generated by one of our projects, sometimes bundled with RECs and capacity, to a customer, often a utility. We do this to stabilize our revenues from that project. We are exposed to the risk that the customer will fail to perform under a PPA, with the result that we will have to sell our electricity at the market price, which could be disadvantageous in the case of fixed-price PPAs. We also in some instances commit to sell minimum levels of generation. If the project generates less than the committed volumes, we may be required to buy the shortfall of electricity on the open market or make payments of liquidated damages.

        We often seek to sell forward a portion of our RECs to fix the revenues from those attributes and hedge against future declines in prices of RECs. If our projects do not generate the amount of electricity required to earn the RECs sold forward or if for any reason the electricity we generate does not produce RECs for a particular state we may be required to make up the shortfall of RECs through purchases on the open market or make payments of liquidated damages. Further, current market conditions may limit our ability to hedge sufficient volumes of our anticipated RECs, leaving us exposed to the risk of falling prices for RECs. Future prices for RECs are also subject to the risk that regulatory changes will adversely affect prices.

We are subject to credit and performance risk from third parties under service and supply contracts.

        We enter into contracts with vendors to supply equipment, materials and other goods and services for the development, construction and operation of wind projects as well as for other business operations. If vendors do not perform their obligations, we may have to enter into new contracts with other vendors at a higher cost or may have schedule disruptions.

We rely on tax equity financing arrangements to realize the benefits provided by PTCs and accelerated tax depreciation. These arrangements may limit the cash distributions we receive and restrict the manner in which we conduct our business.

        Through June 30, 2010, we have entered into four tax equity financing transactions in which we received an aggregate of $388 million ($146.3 million in two transactions in 2007, $19.7 million in 2008 and $222.1 million in 2009) from tax equity investors in return for investments in our projects. The

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2009 amount of $222.1 million consisted of an equity investment of $102.1 million and a redeemable interest of $120 million. We repaid the redeemable interest in March 2010 with the proceeds from an ARRA cash grant. The tax equity investors are entitled to most of the applicable project's operating cash flow from electricity sales and related hedging activities, and substantially all of the PTCs and taxable income or loss until they achieve their respective agreed rates of return, which we expect to occur in 10 years.

        As a result, a tax equity financing substantially reduces the cash distributions from the applicable project available to us for other uses, and the period during which the tax equity investors receive most of the cash distributions from electricity sales and related hedging activities may last longer than expected if our wind energy projects perform below our expectations.

        Our ability to enter into tax equity arrangements in the future depends on the extension of the expiration date or renewal of the PTC, without which the market for tax equity financing would likely cease to exist. Moreover, there are a limited number of potential tax equity investors, they have limited funds and wind energy developers compete with other renewable energy developers and others for tax equity financing. In addition, conditions in financial and credit markets generally may result in the contraction of available tax equity financing. As the renewable energy industry expands, the cost of tax equity financing may increase and there may not be sufficient tax equity financing available to meet the total demand in any year. If we are unable to enter into tax equity financing agreements with attractive pricing terms or at all, we may not be able to use the tax benefits provided by PTCs and accelerated tax depreciation, which could have a material adverse effect on our business, financial condition and results of operations.

        Our tax equity financing agreements provide our tax equity investors with various approval rights with respect to the applicable project or projects, including approvals of annual budgets, indebtedness, incurrence of liens, sales of assets outside the ordinary course of business and litigation settlements. These approval rights may restrict how we conduct our business.

We have had material weaknesses and significant deficiencies in our internal control over financial reporting. Any material weaknesses or significant deficiencies in our internal controls could result in a material misstatement in our financial statements as well as result in our inability to file periodic reports timely as required by federal securities laws, which could have a material adverse effect on our business and stock price.

        We are required to design, implement and maintain effective controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.

        We have had material weaknesses in our internal control over financial reporting that related to the adequacy of our financial and accounting organization support for our financial accounting and reporting needs. These weaknesses mainly resulted from a lack of sufficient personnel, and contributed to significant deficiencies related to: (1) effective policies and procedures designed to ensure certain costs are capitalized in accordance with generally accepted accounting principles and captured in the appropriate accounting period; (2) an effective process to ensure the completeness of accounts payable and accrued expenses; and (3) an effective review, approval and communications process for journal entries.

        While we are implementing procedures designed to remediate these weaknesses and deficiencies, we cannot be certain that we will not in the future have material weaknesses or significant deficiencies in our internal control over financial reporting, or that we will successfully remediate any that we find. If, in the future, we have weaknesses or deficiencies in our internal controls, that could result in a material misstatement in our annual or interim consolidated financial statements or cause us to fail to meet our obligations to file periodic financial reports with the SEC. We also may not be able conclude

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on an ongoing basis that we have effective internal control over financial reporting as contemplated by Section 404 of the Sarbanes-Oxley Act of 2002 or our independent registered public accounting firm may issue an adverse opinion on the effectiveness of our internal control over financial reporting. Any of these failures could result in adverse consequences that could materially and adversely affect our business, including potential action by the SEC against us, possible defaults under our debt agreements, stockholder lawsuits, delisting of our stock and general damage to our reputation.

Risks Related to Our Structure

We are a holding company and our only material asset after completion of the reorganization and this offering will be our interest in First Wind Holdings, LLC, and accordingly we are dependent upon distributions from First Wind Holdings, LLC to pay taxes and other expenses.

        We will be a holding company and will have no material assets other than our ownership of Series A Membership Interests of First Wind Holdings, LLC. We will have no independent means of generating revenue. First Wind Holdings, LLC will be treated as a partnership for U.S. federal income tax purposes and, as such, will not itself be subject to U.S. federal income tax. Instead, its taxable income will generally be allocated to its members, including us, pro rata according to the number of membership units each member owns. Accordingly, we will incur income taxes on our proportionate share of any net taxable income of First Wind Holdings, LLC and also will incur expenses related to our operations. We intend to cause First Wind Holdings, LLC to distribute cash to its members in an amount at least equal to the amount necessary to cover their tax liabilities, if any, with respect to their allocable share of the net income of First Wind Holdings, LLC. To the extent that we need funds to pay our tax or other liabilities or to fund our operations, and First Wind Holdings, LLC is restricted from making distributions to us under applicable agreements, laws or regulations or does not have sufficient cash to make these distributions, we may have to borrow funds to meet these obligations and operate our business and our liquidity and financial condition could be materially adversely affected.

We will be required to pay certain holders of Series B Membership Interests most of the tax benefit of any depreciation or amortization deductions we may claim as a result of the tax basis step up we receive in connection with future exchanges of Series B Membership Interests.

        We expect that any future exchanges of Series B Membership Interests (together with an equal number of shares of our Class B common stock) for shares of our Class A common stock will result in increases in the tax basis in the tangible and intangible assets of First Wind Holdings, LLC. Any such increases in tax basis would reduce the amount of tax that we would otherwise be required to pay in the future. We will be required to pay a portion of the cash savings we actually realize from such increase to certain holders of the Series B Membership Interests, which include our Sponsors and certain of our employees and current investors, pursuant to a tax receivable agreement. See "The Reorganization and Our Holding Company Structure—Tax Receivable Agreement."

        We intend to enter into a tax receivable agreement with certain current members of First Wind Holdings, LLC and certain future holders of the Series B Membership Interests, pursuant to which we will pay them 85% of the amount of the cash savings, if any, in U.S. federal, state and local income tax that we realize (or are deemed to realize in the case of an early termination payment by us, or a change in control, as discussed below) as a result of these possible future increases in tax basis. Any actual increases in tax basis, as well as the amount and timing of any payments under the tax receivable agreement cannot be predicted reliably at this time. The amount of any such increases will vary depending upon a number of factors, including the timing of exchanges, the price of our Class A common stock at the time of the exchanges, the extent to which such exchanges are taxable, the amount and timing of our income and the tax rates then applicable. As a result of the size and increases in our share of the tax basis in the tangible and intangible assets of First Wind Holdings, LLC attributable to our interest therein, the payments that we may be required to make pursuant to the tax

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receivable agreement could be substantial for periods in which we generate taxable income. However, because we have not generated taxable income to date and do not expect to generate taxable income in the near-term, it is difficult to predict when and if we will make payments under the tax receivable agreement. Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2009, if all of the Series B Membership Interests were acquired by us in taxable transactions at the time of the closing of this offering for a price of $            (the midpoint of the range on the cover of this prospectus) per Series B Membership Interest, we estimate that the amount that we would be required to pay under the tax receivable agreement could be approximately $             million. The actual amount may materially differ from this hypothetical amount, as potential future payments will be calculated using the market value of our Class A shares and the prevailing tax rates at the time of relevant exchange and will be dependent on us generating sufficient future taxable income to realize the benefit.

        If the Internal Revenue Service successfully challenges the tax basis increases described above, we will not be reimbursed for any payments made under the tax receivable agreement. As a result, in certain circumstances, we could be required to make payments under the tax receivable agreement in excess of our cash tax savings.

If we are deemed to be an investment company under the Investment Company Act, our business would be subject to applicable restrictions under that Act, which could make it impracticable for us to continue our business as contemplated.

        We believe our company is not an investment company under the Investment Company Act because we are the managing member of First Wind Holdings, LLC and we are primarily engaged in a non-investment company business. We intend to conduct our operations so that we will not be an investment company. However, if we are deemed an investment company, restrictions imposed by the Investment Company Act, including limitations on our capital structure and our ability to transact with affiliates, and changes in financial reporting and regulatory disclosure requirements as a result of being an investment company, could make it impractical for us to continue operating our business as contemplated.

Risks Related to this Offering and Our Class A Common Stock

We will continue to be controlled by our Sponsors after the completion of this offering, which will limit your ability to influence corporate activities and may adversely affect the market price of our Class A common stock.

        Upon completion of the offering, the D. E. Shaw group and Madison Dearborn will own or control outstanding common stock representing an approximately              % and              % voting interest in us, respectively, or approximately              % and              %, respectively, if the underwriters exercise their over-allotment option in full. As a result of this ownership, our Sponsors will have effective control over the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, the adoption of amendments to our certificate of incorporation and bylaws and approval of a sale of the company and other significant corporate transactions. Our Sponsors can also take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. Concurrently with the completion of this offering we and our Sponsors will enter into a nominating agreement pursuant to which we will agree to nominate individuals designated by our Sponsors to the board of directors and the Sponsors will agree to vote all of the shares of Class A common stock and Class B common stock held by them together on certain matters submitted to a

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vote of our common stockholders, as described under "The Reorganization and Our Holding Company Structure—Nominating Agreement."

The interests of our Sponsors may conflict with the interests of our other stockholders.

        The interests of our Sponsors, or entities controlled by them, may not coincide with the interests of the holders of our Class A common stock. For example, our Sponsors could cause us to make acquisitions or engage in other transactions that increase the amount of our indebtedness or the number of outstanding shares of Class A common stock or sell revenue-generating assets. Additionally, our Sponsors are in the business of trading securities of, and/or investing in, energy companies, including wind energy producers, and related products, including derivatives, commodities and power, and may, from time to time, compete directly or indirectly with us or prevent us from taking advantage of corporate opportunities. Our Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Conflicts of interest may arise because some of our directors are representatives of our controlling stockholders.

        Messrs. Aube, Eilers, Martin and Raino, who are representatives of our Sponsors, serve on our board of directors. As discussed above, our Sponsors and entities controlled by them may hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of our Sponsors, on the one hand, and the interests of our other stockholders, on the other hand, arise, these directors may not be disinterested. Although our directors and officers have a duty of loyalty to us under Delaware law and our certificate of incorporation, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors, or a committee consisting solely of disinterested directors, approves the transaction, (2) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approves the transaction or (3) the transaction is otherwise fair to us. Under our certificate of incorporation, representatives of our Sponsors are not required to offer to us any transaction opportunity of which they become aware and could take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is offered to them solely in their capacity as a director of ours.

We have limited the liability of, and have agreed to indemnify, our Sponsors, their affiliates and their subsidiaries, as well as our directors and officers, which may result in these parties assuming greater risks.

        The liability of our Sponsors, their affiliates and their subsidiaries, as well as of our directors and officers, is limited, and we have agreed to indemnify each of these parties to the fullest extent permitted by law. This may lead such parties to assume greater risks when making investment-related decisions than they otherwise would.

        Under our certificate of incorporation and bylaws, the liability of our directors, officers and employees is limited. Similarly, First Wind Holdings, LLC's limited liability company agreement contains provisions limiting its managing member's, members', officers' and their respective affiliates', including our Sponsors', liability to First Wind Holdings, LLC and its unit holders. Because First Wind Holdings, LLC is a limited liability company, the exculpation and indemnification provisions in its limited liability company agreement are not subject to the limitations set forth in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers. In addition, we have contractually agreed to indemnify our directors to the

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fullest extent permitted by law. These protections may result in the indemnified parties' tolerating greater risks when making investment-related decisions than otherwise would be the case, for example when determining whether to use leverage in connection with investments. The indemnification arrangements may also give rise to legal claims for indemnification that are adverse to us and holders of our common stock.

We will be a "controlled company" within the meaning of Nasdaq rules and, as a result, will qualify for, and rely on, applicable exemptions from certain corporate governance requirements.

        After completion of this offering we will be a "controlled company" under Nasdaq rules. Under these rules, a company of which more than 50% of the voting power is held by a group is a "controlled company" and may elect not to comply with certain Nasdaq corporate governance requirements, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that the nominating committee be composed entirely of independent directors, (3) the requirement that the compensation committee be composed entirely of independent directors and (4) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. We intend to rely on this exemption to the extent it is applicable, and therefore we will not have a majority of independent directors or nominating and compensation committees consisting entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are not deemed "controlled companies."

The market price of our Class A common stock could decline due to the large number of shares of Class A common stock eligible for future sale upon the exchange of Series B Membership Interests.

        The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock eligible for future sale upon the exchange of Series B Membership Interests (together with an equal number of shares of our Class B common stock), or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also may make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate.

        After completion of this offering, approximately                Series B Membership Interests of First Wind Holdings,  LLC will be outstanding. Each Series B Membership Interest, together with a share of Class B common stock, will be exchangeable for one share of Class A common stock as described under "The Reorganization and Our Holding Company Structure—Limited Liability Company Agreement of First Wind Holdings, LLC." We will enter into a registration rights agreement with our current investors pursuant to which we will grant such investors registration rights with respect to shares of Class A common stock.

Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resources and management attention.

        Before this offering, we have not been subject to the reporting requirements of the Exchange Act or the other rules and regulations of the SEC or any stock exchange relating to publicly-held companies. We are working with our legal, independent auditing and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and fulfill our obligations as a public company. These areas include corporate governance, corporate controls, internal audit, disclosure controls and procedures, financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, the expenses that will be required in order to prepare adequately for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable management time and attention.

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        In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

Our certificate of incorporation, bylaws and Delaware law contain provisions that could discourage another company from acquiring us, may prevent attempts by our stockholders to replace or remove our current management and could negatively affect our stock price.

        Some provisions of our certificate of incorporation, bylaws and Delaware law may have the effect of delaying, discouraging or preventing a merger or acquisition that our stockholders may consider favorable, including transactions in which stockholders may receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace or remove our board of directors. Our certificate of incorporation and bylaws:

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authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt without further stockholder approval;

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prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; and

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require super majority (66²/3%) voting to effect amendments to provisions of our certificate of incorporation or bylaws regarding board composition, renouncement of business opportunities and other amendments to our certificate of incorporation or bylaws described above.

        These provisions could limit the price that investors are willing to pay in the future for shares of our Class A common stock. These provisions may also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then-current market price for our Class A common stock.

Our Class A common stock has not traded publicly before this offering, and we expect the price of our Class A common stock to fluctuate substantially.

        There has not been a public market for our Class A common stock before this offering. A trading market for our Class A common stock may not develop or be liquid. If you purchase shares of our Class A common stock in this offering, you will pay a price that was not established in the public trading markets. The initial public offering price was determined by negotiations between the underwriters and us. You may not be able to resell your shares above the initial public offering price and may suffer a loss of some or all of your investment.

        Broad market and industry factors may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. Other factors that could cause fluctuations in our stock price may include, among other things, the numerous risks and uncertainties as described under "Risk Factors" and under "Cautionary Statement Regarding Forward-Looking Statements."

Factors over which we have little or no control may cause our operating results to vary widely from period to period, which may cause our stock price to decline.

        Our operating results may fluctuate from period to period depending on several factors, including varying weather conditions; changes in regulated or market electricity prices; electricity demand, which follows broad seasonal demand patterns; changes in market prices for RECs; marking to market of our hedging arrangements; and unanticipated development or construction delays. Thus, a period-to-period comparison of our operating results may not reflect long-term trends in our business and may not

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prove to be a relevant indicator of future earnings. These factors may harm our business, financial condition and results of operations and may cause our stock price to decline.

We currently do not intend to pay dividends on our Class A common stock. As a result, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.

        We currently do not expect to declare or pay dividends on our Class A common stock. Our debt agreements currently limit our ability to pay dividends on our Class A common stock, and we may also enter into other agreements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our Class A common stock appreciates and you sell your shares at a profit.

You may experience dilution of your ownership interest due to the future issuance of additional shares of our Class A common stock.

        We are in a capital intensive business and we do not have sufficient funds to finance the growth of our business or the construction costs of our development projects or to support our projected capital expenditures. As a result, we will require additional funds from further equity or debt financings, including tax equity financing transactions or sales of preferred shares or convertible debt to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of purchasers of Class A common stock offered hereby. We are currently authorized to issue                 shares of common stock and                shares of preferred stock with preferences and rights as determined by our board of directors. The potential issuance of such additional shares of common stock or preferred stock or convertible debt may create downward pressure on the trading price of our Class A common stock. We may also issue additional shares of Class A common stock or other securities that are convertible into or exercisable for Class A common stock in future public offerings or private placements for capital raising purposes or for other business purposes, potentially at an offering price or conversion price that is below the offering price for Class A common stock in this offering.

You will suffer immediate and substantial dilution in the book value per share of your Class A common stock as a result of this offering.

        The initial public offering price of our Class A common stock is considerably more than the pro forma net tangible book value per share of our outstanding Class A common stock, as adjusted to reflect completion of this offering. This reduction in the book value of your equity is known as dilution. This dilution occurs in large part because our earlier investors paid substantially less than the initial public offering price when they purchased their shares. Investors purchasing Class A common stock in this offering will incur immediate dilution of $                in pro forma net tangible book value per share of Class A common stock, as adjusted to reflect completion of this offering and giving effect to the pro forma as adjusted assumptions set forth under "Capitalization."

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Various statements in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects, revenues, income and capital spending. We generally identify forward-looking statements with the words "believe," "intend," "expect," "seek," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project" or their negatives, and other similar expressions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements.

        These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. The forward-looking statements contained in this prospectus are largely based on our expectations, which reflect many estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. In addition, management's assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will prove correct or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the numerous risks and uncertainties as described under "Risk Factors" and elsewhere in this prospectus. All forward-looking statements are based upon information available to us on the date of this prospectus. We undertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. The risks, contingencies and uncertainties associated with our forward-looking statements relate to, among other matters, the following:

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our ability to complete our wind energy projects or acquire wind energy assets;

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fluctuations in supply, demand, prices and other conditions for electricity, other commodities and RECs;

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changes in law;

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public response to and changes in the local, state and federal regulatory framework affecting renewable energy projects, including the potential expiration and extension of the PTC, ITC and the related U.S. Treasury grants and potential reductions in RPS requirements;

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the ability of our counterparties to satisfy their financial commitments;

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the availability of financing, including tax equity financing, for our wind energy projects;

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our ability to continue as a going concern;

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risks associated with our hedging strategies;

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our substantial short-term and long-term indebtedness;

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competition from other energy developers;

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development constraints, including limited geographic availability for suitable sites, obtaining permits on a timely basis and availability of interconnection;

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the limited operating history of and technical issues experienced by one of our key turbine suppliers, Clipper;

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potential environmental liabilities and the cost of compliance with applicable environmental laws and regulations;

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our electrical production projections, (including assumptions of curtailment and facility availability), for our wind energy projects;

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our ability to operate our business efficiently, manage capital expenditures and costs (including general and administrative expenses) effectively and generate cash flow;

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our ability to retain and attract senior management and key employees;

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our ability to keep pace with and take advantage of new technologies;

•

availability of suitable wind resources and other weather conditions that affect our electricity production;

•

the effects of litigation, including administrative and other proceedings or investigations relating to our wind energy projects under development and those in operation;

•

conditions in energy markets as well as financial markets generally, which will be affected by interest rates, foreign currency fluctuations and general economic conditions;

•

strains on our resources due to the expansion of our business;

•

non-payment by customers and enforcement of certain contractual provisions;

•

the effective life and cost of maintenance of our wind turbines and other equipment; and

•

other factors discussed under "Risk Factors."

38

MARKET AND INDUSTRY DATA

        This prospectus includes market and industry data that we have developed from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data and estimates. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management's understanding of industry conditions.

USE OF PROCEEDS

        We estimate that the net proceeds to us from the sale of Class A common stock in this offering will be approximately $            , based on an offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

        We intend to use approximately $            million of our net proceeds from this offering to fund a portion of our capital expenditures for 2010-2013 and the remainder for general corporate purposes.

        A $1.00 increase or decrease in the assumed initial public offering price of $            would increase or decrease net proceeds to us from this offering by approximately $             million after deducting estimated underwriting discounts and commissions and estimated offering expenses.

DIVIDEND POLICY

        We do not expect to declare or pay any cash or other dividends on our Class A common stock, as we intend to reinvest cash flow generated by operations in our business. Our debt agreements effectively limit our ability to pay dividends on our Class A common stock, and we may also enter into credit agreements or other arrangements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock. Class B common stock will not be entitled to any dividend payments.

39

CAPITALIZATION

        The following table sets forth the consolidated capitalization of:

•

First Wind Holdings, LLC on an actual basis as of June 30, 2010;

•

First Wind Holdings Inc. on a pro forma basis as of June 30, 2010 to give effect to all of the reorganization transactions described in "The Reorganization and Our Holding Company Structure;" and

•

First Wind Holdings Inc. on a pro forma as adjusted basis as of June 30, 2010 to give further effect to our sale of shares of common stock in this offering at an assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

        You should read this table together with the information under "Unaudited Pro Forma Financial Information," "Selected Historical Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Reorganization and Our Holding Company Structure," "Description of Capital Stock" and in the consolidated financial statements included elsewhere in this prospectus and application of the proceeds therefrom.

		As of June 30, 2010
		First Wind Holdings, LLC Actual			First Wind Holdings Inc. Pro Forma		First Wind Holdings Inc. Pro Forma As Adjusted(2)
		(unaudited) (in thousands, except share amounts)
Long-term debt, including debt with maturities less than one year(1)		$	495,338		$		$
Members' capital/stockholders' equity:
	Members' capital		846,666			—		—
	Class A common stock, $0.001 par value, no shares authorized, issued and outstanding, actual;            shares authorized and            shares issued and outstanding, pro forma;            shares authorized and            shares issued and outstanding, pro forma as adjusted		—
	Class B common stock, $0.001 par value, no shares authorized, issued and outstanding, actual;             shares authorized and shares issued and outstanding pro forma;             shares authorized and            shares issued and outstanding, pro forma as adjusted		—
Additional paid-in capital			—
Accumulated deficit			(233,409	)
Noncontrolling interests in subsidiaries			181,095
	Total members' capital/stockholders' equity		794,352
Total capitalization		$	1,289,690		$		$

(1)

Approximately $184.1 million of our outstanding indebtedness had a maturity of less than one year as of June 30, 2010.

(2)

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) pro forma as adjusted stockholders' equity by $             million, based on the assumptions set forth above. The pro forma as adjusted information set forth above is illustrative only and upon completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing.

40

DILUTION

        At June 30, 2010 after giving effect to the reorganization described under "The Reorganization and Our Holding Company Structure," the net tangible book value per share of our Class A common stock was $            . Net tangible book value per share is determined by dividing our tangible net worth (tangible assets less total liabilities) by the total number of outstanding shares of Class A common stock. After giving effect to the sale of shares in this offering at an assumed offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, and assuming all Series B Membership Interests that will be outstanding immediately after the reorganization are, together with an equal number of shares of our Class B common stock, exchanged for an equal number of shares of Class A common stock, our net tangible book value at June 30, 2010 would have been approximately $            per share. This represents an immediate dilution of $            per share to new investors purchasing Class A common stock in this offering, resulting from the difference between the offering price and the net tangible book value after this offering. The following table illustrates the per share dilution to new investors purchasing Class A common stock in this offering:

Assumed initial public offering price per share		$
Net tangible book value per share at June 30, 2010	$
Increase in net tangible book value per share attributable to new investors
As adjusted net tangible book value per share after this offering
Dilution per share to new investors		$

        The following table sets forth at June 30, 2010 after giving effect to the reorganization, the total number of shares of Class A common stock purchased from us, and the total consideration and average price per share paid by existing equity holders and by new investors purchasing Class A common stock in this offering, assuming all Series B Membership Interests that will be outstanding immediately after the completion of the reorganization are, together with an equal number of shares of Class B common stock, exchanged for an equal number of shares of Class A common stock, at an assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover of this prospectus.

						Total Consideration
		Shares Issued
										Average Consideration Per Share
		Number	Percent			Amount	Percent
Existing stockholders
New investors
	Total			100	%			100	%

        If the underwriters' over-allotment option is exercised in full, the number of shares held by existing stockholders after this offering would decrease to                % of the total number of shares of Class A common stock outstanding immediately following this offering, and the number of shares held by new investors would increase to                or approximately            % of the total number of shares of Class A common stock outstanding immediately following this offering.

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) total consideration paid by new investors in this offering and by all investors by $             million, and would increase (decrease) the average price per share paid by new investors by $            .

41

UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following unaudited consolidated pro forma statements of operations for the year ended December 31, 2009 and the six months ended June 30, 2010 and the unaudited pro forma consolidated balance sheet as of June 30, 2010 present our consolidated results of operations and financial position to give pro forma effect to the reorganization transactions described in "The Reorganization and Our Holding Company Structure" and the sale of shares in this offering (excluding shares issuable upon any exercise of the underwriters' over-allotment option) and the application of the net proceeds from this offering as if all such transactions had been completed as of January 1, 2009 with respect to the unaudited consolidated pro forma statement of operations data and as of June 30, 2010 with respect to the unaudited pro forma consolidated balance sheet data. The unaudited pro forma consolidated financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the pro forma financial data.

        The unaudited pro forma financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the reorganization transactions and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of financial condition or results of operations as of any future date or any future period.

42

FIRST WIND HOLDINGS INC.
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2010
(in thousands, except share amounts)

			First Wind Holdings, LLC Historical			Reorganization Adjustments			First Wind Holdings Inc.(1) Pro Forma	Offering Adjustments			First Wind Holdings Inc.(1) Pro Forma as Adjusted
Assets
Current assets:
	Cash and cash equivalents		$	44,074		$			$	$	(4	)	$
	Restricted cash			47,432
	Accounts receivable			6,618
	Prepaid expenses and other current assets			8,930
	Derivative assets			10,132
		Total current assets		117,186
Property, plant and equipment, net				848,739
Construction in progress				450,536
Turbine deposits				116,909
Long-term derivative assets				37,703
Other non-current assets				25,467			(2	)
Deferred financing costs				18,899
		Total assets	$	1,615,439		$			$	$			$
Liabilities and Stockholders' Equity
Current liabilities:
	Accrued capital expenditures		$	36,067		$			$	$			$
	Accounts payable and accrued expenses			30,797
	Derivative liabilities			3,274
	Deferred tax liability						(3	)
	Other current liabilities						(3	)
	Deferred revenue			11,562
	Current portion of long-term debt			184,052
		Total current liabilities		265,752
Long-term debt, net of current portion				311,286
Long-term derivative liabilities				10,150
Deferred income tax liability				5,845
Deferred revenue				210,348
Other liabilities				7,687
Redeemable interest in subsidiary				—
Asset retirement obligations				10,019
		Total liabilities		821,087
Commitments and contingencies
Members' capital/stockholders' equity:
	First Wind Holding, LLC members' capital			846,666			(2	)
	Class A common stock, $0.001 par value, no shares authorized, issued and outstanding, actual;        shares authorized and shares issued and outstanding, as adjusted						(2	)			(4	)
	Class B common stock, $0.001 par value, no shares authorized, issued and outstanding, actual;        shares authorized and shares issued and outstanding, as adjusted						(3 (2	) )
	Additional paid in-capital						(2	)
	Accumulated deficit			(233,409	)
		Total First Wind Holdings members' capital/stockholders' equity		613,257
		Noncontrolling interests in subsidiaries		181,095
		Total members' capital/stockholders' equity		794,352
		Total liabilities and members' capital/stockholders' equity	$	1,615,439		$			$	$			$

(1)

As a newly formed entity, First Wind Holdings Inc. will have no assets or results of operations until the completion of this offering.

43

(2)

Represents adjustments to reflect noncontrolling interest resulting from the existing members' ownership interest of approximately      % of the Series B Membership Interests of First Wind Holdings, LLC. As described in "The Reorganization and Our Holding Company Structure," after this offering and the reorganization transactions that we are undertaking in connection therewith, our only material asset will be our ownership of approximately          % of the Membership Interests of First Wind Holdings, LLC and our only business will be to act as the sole managing member of First Wind Holdings, LLC. As such, we will operate and control all of its business and affairs and will consolidate its financial results into our financial statements. The ownership interests of the other members of First Wind Holdings, LLC will be accounted for as a noncontrolling interest in our consolidated financial statements after this offering. The exchange of shares of our Class B common stock (or Class A common stock, as the case may be) for membership units of First Wind Holdings, LLC as part of our reorganization will be accounted for as a transfer of carrying value in a recapitalization without consideration.

(3)

Future exchanges of Series B Membership Interests for shares of our Class A common stock are expected to increase the tax basis in the tangible and intangible assets of First Wind Holdings, LLC. The step-up in tax basis is initially depreciable and amortizable for tax purposes over a 15-year period. We will enter into a tax receivable agreement with certain holders of Series B Membership Interests after giving effect to the reorganization and certain future holders of Series B Membership Interests that will require us to pay such holders 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize (or are deemed to realize in the case of an early termination payment by us, or a change in control, as discussed below) as a result of the increases in tax basis and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The adjustments assume that there are no material changes in the relevant tax law.

(4)

We expect to receive net proceeds from this offering of $             million based on an aggregate underwriting discount of $             million and estimated offering expenses of $             million. We intend to use approximately $            million of our net proceeds from this offering to fund a portion of our capital expenditures for 2010–2013 and the remainder for general corporate purposes.

44

FIRST WIND HOLDINGS INC.
Unaudited Pro Forma Consolidated Statement of Operations
Year Ended December 31, 2009
(in thousands, except share and per share amounts)

			First Wind Holdings, LLC Historical			Reorganization Adjustments		First Wind Holdings Inc.(1) Pro Forma	Offering Adjustments	First Wind Holdings Inc.(1) Pro Forma as Adjusted
Revenues:
	Revenues		$	47,136		$		$	$	$
	Risk management activities related to operating projects			28,141
		Total revenues		75,277
Cost of revenues:
	Project operating expenses			19,709
	Depreciation and amortization of operating assets			34,185
		Total cost of revenues		53,894
		Gross income (loss)		21,383
Other operating expenses:
	Project development			35,895
	General and administrative			39,192
	Depreciation and amortization			3,381
		Total other operating expenses		78,468
		Loss from operations		(57,085	)
Risk management activities related to non-operating projects				—
Other income (expense)(2)				(1,915	)
Interest expense, net of capitalized interest				—
Loss before provision for income taxes				(59,000	)
	Provision for income taxes			2,010
Net loss				(61,010	)
	Less: net loss attributable to noncontrolling interests			1,391			(3)
	Net loss attributable to members of First Wind Holdings, LLC(4)		$	(59,619	)	$		$	$	$
Pro forma net loss per share (basic)(5)			$	(0.09	)
Shares used in computing pro forma net loss per share (basic)(5)(6)				649,681,382

(1)

As a newly formed entity, First Wind Holdings Inc. will have no assets or results of operations until the completion of this offering.

(2)

Interest on anticipated cash proceeds from this offering is excluded from the pro forma presentation. We expect to receive net proceeds from this offering of $             million based on an aggregate underwriting discount of $             million and estimated offering expenses of $             million. We intend to use approximately $             million of our net proceeds from this offering to fund a portion of our capital expenditures for 2010–2013 and the remainder for general corporate purposes. We expect that interest income on the net proceeds at current market rates would total approximately $             million on an annual basis.

(3)

As described in "The Reorganization and Our Holding Company Structure," following this offering, and the reorganization transactions that we are undertaking in connection therewith, our only material asset will be our ownership of approximately      % of the membership units of First Wind Holdings, LLC and our only business will be to act as the sole managing member of First Wind Holdings, LLC. As such, we will operate and control all of its business and affairs and will consolidate its financial results into our financial statements. The ownership interests of the other members of First Wind Holdings, LLC will be accounted for as a noncontrolling interest in our consolidated financial statements after this offering. Represents adjustments to reflect noncontrolling interest resulting from the existing members' ownership interest of approximately      % of the Series B Units of First Wind Holdings, LLC.

(4)

First Wind Holdings, LLC is currently taxed as a partnership for federal income tax purposes. Therefore, First Wind Holdings, LLC is not subject to entity-level federal income taxation, with the exception of certain subsidiaries that have elected to be treated as corporations under the Internal Revenue Code, and taxes with respect to income of First Wind

45

Holdings, LLC are payable by First Wind Holdings, LLC's equity holders at rates applicable to them. Following this offering, and the reorganization that we are undertaking in connection therewith, earnings recorded by us will be subject to federal income taxation.

(5)

Basic and diluted net income per share was computed by dividing the pro forma net income attributable to our Class A stockholders by the             shares of Class A common stock that we will issue and sell in this offering (assuming that the underwriters do not exercise their option to purchase an additional             shares of Class A common stock to cover over-allotments), plus            shares issued in connection with our initial capitalization, assuming that these             shares of Class A common stock were outstanding for the entirety of each of the historical periods presented on a pro forma basis. No pro forma effect was given to the future potential exchanges of the            Series B Membership Interests of our subsidiary, First Wind Holdings, LLC, together with an equal number of shares of our Class B common stock, that will be outstanding immediately after the completion of this offering and the reorganization transactions for the equal number of shares of our Class A common stock because the issuance of shares of Class A common stock upon these exchanges would not be dilutive.

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) each of the pro forma as adjusted cash and cash equivalents and stockholders' equity by $             million, after deducting estimated underwriting discounts and commissions and estimated offering expenses. The pro forma as adjusted information discussed above is illustrative only and following completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing.

(6)

The shares used in computing pro forma net loss per share include only the number of shares for which the proceeds are being reflected in the pro forma adjustments above. The table below summarizes the corresponding number of shares, assuming an offering price of $            , issued related to each pro forma adjustment:

	Number of Shares
Pro forma adjustment(a)—noncontrolling interest of $
Total pro forma shares

(a)

See footnote (3).

46

FIRST WIND HOLDINGS INC.
Unaudited Pro Forma Consolidated Statement of Operations
Six months Ended June 30, 2010
(in thousands, except share and per share amounts)

			First Wind Holdings, LLC Historical			Reorganization Adjustments		First Wind Holdings Inc.(1) Pro Forma	Offering Adjustments	First Wind Holdings Inc.(1) Pro Forma as Adjusted
Revenues:
	Revenues		$	40,747		$		$	$	$
	Cash settlements of derivatives			5,018
	Fair value changes in derivatives			3,976
		Total revenues		49,741
Cost of revenues:
	Project operating expenses			24,121
	Depreciation and amortization of operating assets			24,055
		Total cost of revenues		48,176
		Gross income (loss)		1,565
Other operating expenses:
	Project development			23,337
	General and administrative			18,641
	Depreciation and amortization			2,285
		Total other operating expenses		44,263
		Loss from operations		(42,698	)
Other expense(2)				(5,153	)
Interest expense, net of capitalized interest				—
Loss before provision for income taxes				(47,851	)
	Provision for income taxes			3,835
Net loss				(51,686	)
	Less: net loss attributable to noncontrolling interests			9,506			(3)
	Net loss attributable to members of First Wind Holdings, LLC(4)		$	(42,180	)	$		$	$	$
Pro forma net loss per share (basic)(5)			$	(0.06	)
Shares used in computing pro forma net loss per share (basic)(5)(6)				649,681,382

(1)

As a newly formed entity, First Wind Holdings Inc. will have no assets or results of operations until the completion of this offering.

(2)

Interest on anticipated cash proceeds from this offering is excluded from the pro forma presentation. We expect to receive net proceeds from this offering of $             million based on an aggregate underwriting discount of $             million and estimated offering expenses of $             million. We intend to use approximately $             million of our net proceeds from this offering to fund a portion of our capital expenditures for 2010–2013 and the remainder for general corporate purposes. We expect that interest income on the net proceeds at current market rates would total approximately $             million on an annual basis.

(3)

As described in "The Reorganization and Our Holding Company Structure," following this offering, and the reorganization transactions that we are undertaking in connection therewith, our only material asset will be our ownership of approximately      % of the membership units of First Wind Holdings, LLC and our only business will be to act as the sole managing member of First Wind Holdings, LLC. As such, we will operate and control all of its business and affairs and will consolidate its financial results into our financial statements. The ownership interests of the other members of First Wind Holdings, LLC will be accounted for as a noncontrolling interest in our consolidated financial statements after this offering. Represents adjustments to reflect noncontrolling interest resulting from the existing members' ownership interest of approximately      % of the Series B Units of First Wind Holdings, LLC.

(4)

First Wind Holdings, LLC is currently taxed as a partnership for federal income tax purposes. Therefore, First Wind Holdings, LLC is not subject to entity-level federal income taxation, with the exception of certain subsidiaries that have elected to be treated as corporations under the Internal Revenue Code, and taxes with respect to income of First Wind Holdings, LLC are payable by First Wind Holdings, LLC's equity holders at rates applicable to them. Following this

47

offering, and the reorganization that we are undertaking in connection therewith, earnings recorded by us will be subject to federal income taxation.

(5)

Basic and diluted net income per share was computed by dividing the pro forma net income attributable to our Class A stockholders by the             shares of Class A common stock that we will issue and sell in this offering (assuming that the underwriters do not exercise their option to purchase an additional             shares of Class A common stock to cover over-allotments), plus            shares issued in connection with our initial capitalization, assuming that these             shares of Class A common stock were outstanding for the entirety of each of the historical periods presented on a pro forma basis. No pro forma effect was given to the future potential exchanges of the            Series B Membership Interests of our subsidiary, First Wind Holdings, LLC, together with an equal number of shares of our Class B common stock, that will be outstanding immediately after the completion of this offering and the reorganization transactions for the equal number of shares of our Class A common stock because the issuance of shares of Class A common stock upon these exchanges would not be dilutive.

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) each of the pro forma as adjusted cash and cash equivalents and stockholders' equity by $             million, after deducting estimated underwriting discounts and commissions and estimated offering expenses. The pro forma as adjusted information discussed above is illustrative only and following completion of this offering will be adjusted based on the actual offering price and other terms of this offering determined at pricing.

(6)

The shares used in computing pro forma net loss per share include only the number of shares for which the proceeds are being reflected in the pro forma adjustments above. The table below summarizes the corresponding number of shares, assuming an offering price of $            , issued related to each pro forma adjustment:

	Number of Shares
Pro forma adjustment(a)—noncontrolling interest of $
Total pro forma shares

(a)

See footnote (3).

48

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

You should read the following selected consolidated financial data together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto appearing elsewhere in this prospectus. The selected consolidated statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the selected consolidated balance sheet data as of December 31, 2008 and 2009 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statement of operations data for the six months ended June 30, 2009 and 2010 and the selected consolidated balance sheet data as of June 30, 2010 are derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim period financial information, in the opinion of management, includes all adjustments, which are normal and recurring in nature, necessary for the fair presentation of the periods shown. The selected consolidated statement of operations data for the years ended December 31, 2005 and 2006 and the selected consolidated balance sheet data as of December 31, 2005, 2006 and 2007 are derived from our audited consolidated financial statements not included in this prospectus. Our historical results may not be indicative of the operating results to be expected in any future periods.

			Year Ended December 31,															Six Months Ended June 30,
			2005			2006			2007			2008			2009			2009			2010
			(Dollars in thousands)
Statement of Operations Data:
Revenues:
	Revenues		$	72		$	7,063		$	23,817		$	28,790		$	47,136		$	20,915		$	40,747
	Cash settlements of derivatives						(922	)		(1,670	)		(4,072	)		10,966			6,558			5,018
	Fair value changes in derivatives			—			9,770			(9,801	)		14,760			17,175			12,708			3,976
		Total revenues		72			15,911			12,346			39,478			75,277			40,181			49,741
Cost of revenues:
	Project operating expenses			—			1,339			9,175			10,613			19,709			8,380			24,121
	Depreciation and amortization of operating assets			—			1,945			8,800			10,611			34,185			15,741			24,055
		Total cost of revenues		—			3,284			17,975			21,224			53,894			24,121			48,176
		Gross income (loss)		72			12,627			(5,629	)		18,254			21,383			16,060			1,565
Other operating expenses
	Project development			6,706			16,028			25,861			35,855			35,895			16,987			23,337
	General and administrative			1,557			6,598			13,308			44,358			39,192			19,145			18,641
	Depreciation and amortization			158			294			1,215			2,325			3,381			1,422			2,285
		Total other operating expense		8,421			22,920			40,384			82,538			78,468			37,554			44,263
		Income (loss) from operations		(8,349	)		(10,293	)		(46,013	)		(64,284	)		(57,085	)		(21,494	)		(42,698	)
	Risk management activities related to non-operating projects			(6,784	)		(13,131	)		(21,141	)		42,138			—			—			—
	Other income (expense)			19			458			1,078			827			(1,915	)		(57	)		(5,153	)
	Interest expense, net of capitalized interest			(2,803	)		(3,049	)		(9,820	)		(4,846	)		—			(3,365	)		—
Loss before provision for income taxes				(17,917	)		(26,015	)		(75,896	)		(26,165	)		(59,000	)		(24,916	)		(47,851	)
Provision for income taxes				—			—			—			—			2,010			—			3,835
Net Loss				(17,917	)		(26,015	)		(75,896	)		(26,165	)		(61,010	)		(24,916	)		(51,686	)
	Less: net loss attributable to noncontrolling interests			—			—			7,825			11,107			1,391			5,862			9,506
		Net loss attributable to members of First Wind Holdings, LLC before cumulative effect of adoption of FIN 46R		(17,917	)		(26,015	)		(68,071	)		(15,058	)		(59,619	)
	Cumulative effect of adoption of FIN 46R(1)			(703	)		—			—			—			—
		Net loss attributable to members of First Wind Holdings, LLC	$	(18,620	)	$	(26,015	)	$	(68,071	)	$	(15,058	)	$	(59,619	)	$	(19,054	)	$	(42,180	)
Net loss attributable per common unit(2) (basic and diluted)			$	(0.38	)	$	(0.24	)	$	(0.36	)	$	(0.05	)	$	(0.09	)	$	(0.03	)	$	(0.06	)
Weighted average number of common units (basic and diluted)				49,095,347			107,712,405			189,161,855			278,288,518			649,681,382			649,681,382			649,681,382
Other Financial Data:
	Net cash provided by (used in):
		Operating activities(3)	$	(3,195	)	$	(31,799	)	$	(26,370	)	$	(41,589	)	$	(37,081	)	$	(23,590	)	$	217,032
		Investing activities		(25,286	)		(311,281	)		(334,007	)		(477,268	)		(253,533	)		(116,745	)		(37,081	)
		Financing activities		30,244			346,500			358,107			556,059			298,749			113,939			(167,344	)
Selected Operating Data:
Rated capacity (end of period)				—			30 MW			92 MW			92 MW			478 MW			274 MW			504 MW
Electricity generated				—			56,629 MWh			239,940 MWh			275,024 MWh			656,365 MWh			304,803 MWh			568,724 MWh
Average realized energy price(4)				—		$	108/MWh		$	103/MWh		$	97/MWh		$	85/MWh		$	78/MWh		$	81/MWh
Project EBITDA(5)				—		$	4,802		$	14,945		$	15,589		$	35,867		$	15,198		$	23,154

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		As of December 31,											As of June 30,
		2005			2006		2007		2008		2009		2010
		(in thousands)
Balance Sheet Data:
	Property, plant and equipment, net	$	484		$	81,452	$	192,076	$	187,316	$	950,610	$	848,739
	Construction in progress		29,075			85,153		346,320		571,586		472,526		450,536
	Total assets		37,998			372,500		770,666		1,311,591		1,698,154		1,615,439
	Long-term debt, including debt with maturities less than one year		35,195			257,884		465,449		532,441		632,046		495,338
	Members' capital (deficit)		(24,671	)		88,519		147,876		653,092		849,373		794,352

(1)

We adopted FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, an interpretation of FIN 46(R) effective December 31, 2006, and as a result of being the primary beneficiary of certain VIEs, were required to consolidate them in accordance with GAAP. FIN 46(R) defined a VIE as an entity in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents, absorbs a majority of the VIE's expected losses or receives a majority of the expected residual returns as a result of holding variable interests.

(2)

The basic net loss attributable per common unit for each of the five year periods ended December 31, 2009 and for the six month periods ended June 30, 2009 and 2010 has been presented for informational and historical purposes only. After completion of this offering, as a result of the reorganization events that have taken place or that will take place immediately prior to completion of the offering as described in "The Reorganization and Our Holding Company Structure," the shares used in computing net earnings or loss per share will bear no relationship to these historical common units.

(3)

Operating cash flows for the six months ended June 30, 2010 include a prepayment for energy for our Milford I project of approximately $232 million.

(4)

Average realized energy price per MWh of energy generated is a metric that allows us to compare revenues from period to period, or on a project by project basis, regardless of whether the revenues are generated under a PPA, from sales at market prices with a financial swap, from sales at market prices or a combination of the three. Although average realized energy price is based, in part, on revenues recognized under accounting principles generally accepted in the United States (GAAP), this metric does not represent revenue per unit of production on a GAAP basis. We adjust GAAP revenues used to compute this metric in several respects:

•

Under GAAP, recognition of revenues from the sale of New England RECs is delayed due to regulations that limit their transfer to the buyer to quarterly trading windows that open two quarters subsequent to generation. To match New England REC revenue to the period in which the related power was generated, in calculating this metric, we add New England REC revenues attributable to generation during a period but not yet recognized under GAAP, and subtract New England REC revenue recognized under GAAP in the period but generated in a prior period.

•

In addition, in order to focus this metric on realized energy prices, we exclude the effects of mark-to-market adjustments on financial swaps.

Average realized energy price changes over time due to several factors. Historically, the most significant factor has been the growth of our business and the corresponding change in pricing mix. Each project has a different pricing profile, including varying levels of hedging in relation to electricity generation, and in certain cases, short periods of unhedged exposure to market price fluctuations as hedging agreements are put in place.

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The table below shows the calculation of our average realized energy price for the periods presented:

			Year Ended December 31,								Six Months Ended June 30,
			2007		2008			2009			2009			2010
			(dollars in thousands)
Numerator
	Total revenue		$	12,346	$	39,478		$	75,277		$	40,181		$	49,741
	Add (subtract):
		New England REC timing(a)		2,461		1,947			2,060			472			120
		Mark-to-market adjustments(b)		9,801		(14,760	)		(21,322	)		(16,855	)		(3,976	)
			$	24,608	$	26,665		$	56,015		$	23,798		$	45,885
Denominator
		Total energy production (MWh)		239,940		275,024			656,365			304,803			568,724
Average realized energy price
		(numerator/denominator)		$103/MWh		$97/MWh			$85/MWh			$78/MWh			$81/MWh

(a)

New England REC timing represents the difference between: (i) New England RECs generated in earlier periods that qualified for GAAP revenue recognition in the applicable period and (ii) New England RECs generated in the applicable period and sold to a creditworthy counterparty under a firm sales contract where revenue is deferred under GAAP until the applicable quarterly trading window occurs. The gross amounts of such New England RECs are as follows:

		Year Ended December 31,									Six Months Ended June 30,
		2007			2008			2009			2009			2010
		(dollars in thousands)
New England RECs
	Included in revenues	$	(2,364	)	$	(5,274	)	$	(9,403	)	$	(4,593	)	$	(6,706	)
	Generated during the period		4,825			7,221			11,463			5,065			6,826
		$	2,461		$	1,947		$	2,060		$	472		$	120

(b)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175 and $12,708 for the year and the six months, respectively.

(5)

We evaluate the performance of our operating projects on the basis of their Project EBITDA, which is a non-GAAP financial measure. We use Project EBITDA to assess the performance of our operating projects because we believe it is a measure that allows us to: (i) more accurately evaluate the operating performance of our projects based on the energy generated during each period (through the exclusion of mark-to-market adjustments and the effects of New England REC timing, for which the GAAP accounting treatment does not correspond to the energy generated during the period) and (ii) assess the ability of our projects to support debt and/or tax equity financing (through the exclusion of depreciation and amortization that is not indicative of capital costs that would be expected over the term of the financing and general and administrative expenses that are not incurred at the project level). Our ability to raise debt and/or tax equity financing for our projects is a key requirement of our development plan as described in "—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Financing Requirements." We believe it is important for investors to understand the factors that we focus on in managing the business, and therefore we believe Project EBITDA is useful for investors to understand. In addition, as long as investors consider Project EBITDA in combination with the most directly comparable GAAP measure, gross income (loss), we believe it is useful for investors to have information about our operating performance on a period-by-period basis, without giving effect to GAAP requirements that require the recognition of income or expense that does not correspond to actual energy production in a given period, and we believe it is useful for investors to consider a measure that does not include project-related depreciation and amortization. Because lenders and providers of tax equity financing frequently disregard the non-cash charges and GAAP timing differences noted above when determining the financeability of a project, we believe that presenting information in this manner can help give investors an understanding of our ability to secure financing for our projects. Project EBITDA can be reconciled to gross income (loss),

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which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

				Year Ended December 31,									Six Months Ended June 30,
				2007			2008			2009			2009			2010
Gross income (loss)				$	(5,629	)	$	18,254		$	21,383		$	16,060		$	1,565
	Add (subtract):
			Depreciation and amortization of operating assets		8,800			10,611			34,185			15,741			24,055
			New England REC timing		2,461			1,947			2,060			472			120
			Mark-to-market adjustments(a)		9,801			(14,760	)		(21,322	)		(16,855	)		(3,976	)
			KWP I property tax assessment(b)		(488	)		(463	)		(439	)		(220	)		1,390
		Project EBITDA		$	14,945		$	15,589		$	35,867		$	15,198		$	23,154

(a)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175 and $12,708 for the year and the six months, respectively.



(b)

In June 2010, the County of Maui, Hawaii retroactively assessed property taxes for our KWP I project totaling approximately $1.4 million plus penalties and interest for 2007, 2008 and 2009. We have appealed these retroactive assessments as well as the amount then billed by the county for 2010. The KWP I property tax assessment adjustment reflects these retroactive assessments in the periods to which they relate.


Project EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for gross income (loss), net income or cash flow from operations data as measured under GAAP. We use Project EBITDA to assess the performance of our operating projects and not as a measure of our liquidity. Investors should consider cash flow from operations, and not Project EBITDA, when evaluating our liquidity and capital resources. The items excluded from Project EBITDA are significant components of our statement of operations and must be considered in performing a comprehensive assessment of our overall financial performance. Project EBITDA and the associated period-to-period trends should not be considered in isolation.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The historical financial data discussed below reflect the historical results of operations and financial condition of First Wind Holdings, LLC and do not give effect to our reorganization. See "The Reorganization and Our Holding Company Structure" and "Unaudited Pro Forma Financial Information" for a description of our reorganization and its effect on our historical results of operations. Our consolidated financial statements and the accompanying notes beginning on page F-1 contain additional information that you should refer to when considering investing in our Class A common stock. Statements in this discussion may be forward-looking, and these forward-looking statements involve risks and uncertainties. See "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements."

Overview

        We are an independent wind energy company focused solely on the development, financing, construction, ownership and operation of utility-scale wind energy projects in the United States. Our projects are located in the Northeastern and Western regions of the continental United States and in Hawaii. We have focused on these markets because we believe they provide the potential for future growth and investment returns at the higher end of the range available for wind projects. These markets have relatively high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built in a cost-effective manner. Moreover, we have focused our efforts on projects and regions with significant expansion opportunities, often enabled by transmission solutions that we have developed and built.

        Wind energy project returns depend mainly on the following factors:

•

Energy price.  The realized price of energy, including power, capacity and REC sales and the effect of cash settlements from related hedging activities.

•

Wind.  The quality of the wind resources, operational performance and the resulting energy production, otherwise known as the net capacity factor (NCF). NCF is the measure of a wind energy project's actual production expressed as a percentage of the amount of power the wind energy project could have produced running at full capacity for a particular period of time.

•

Construction costs.  The installed costs of the project, including transmission, balance-of-plant, turbines, interest during construction, financing costs and fees and development expenses.

•

Financing.  The financeability and cost of capital to construct the project.

•

Government incentives.  PTC, ITC, government grants and other government incentives.

        Our strategy considers all of these factors in combination and focuses on margins, returns on invested capital and value creation as opposed solely to project size. Some of our projects, while having high construction costs, still offer attractive returns because of favorable wind resources or energy prices. Additionally, in many cases, smaller, more profitable projects can create as much value as do larger, lower-returning projects. We assess the profitability of each project by evaluating its net present value. We also evaluate a project on the basis of its Project EBITDA, as described under "—How We Measure Our Performance," including the ratio of Project EBITDA to project development and construction costs.

Factors Affecting Our Results of Operations, Financial Condition and Cash Flows

Significant Recent Growth

        Since January 1, 2006, we have significantly expanded our installed base of projects and our project development pipeline, and with them, our development capabilities and our headcount. Our rapid growth makes it difficult to compare consolidated financial results from period to period. As of

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December 31, 2009, we operated six projects with combined rated capacity of 478 MW, and we owned two generator leads with transmission capacity of approximately 1,200 MW. As of June 30, 2010, we operated seven projects with combined rated capacity of 504 MW. In contrast, as of December 31, 2008 and 2007 we operated three projects with combined rated capacity of 92 MW. As of December 31, 2009, we had approximately 200 employees in 10 offices in our markets, compared with 170 employees at December 31, 2008 and 85 employees at December 31, 2007.

        As our business has grown, we have increased our expenditures on general and administrative functions necessary to support this growth. We believe that, apart from additional costs expected to be incurred as a public company, we have achieved sufficient general and administrative capabilities to support our future growth without requiring significant increases in general and administrative expenses.

        Our results of operations have varied significantly due to variations in our project development activities, the timing of our projects, volatility in commodity prices that affect the fair value of our financial hedges and the overall increased cost of expanding our business. Additionally, we have experienced variability in 2008, 2009 and the six months ended June 30, 2010 from expensing previously-capitalized development costs for projects that were discontinued or recatergorized as Tier 2 after reaching the Tier 1 development stage. These write-offs amounted to $9.2 million in the aggregate, or approximately 9.5% of our development expenses during this period. Although we believe our current process for determining whether to promote projects to Tier 1 mitigates this risk, we could experience similar write-offs in the future. See "Business—How We Classify Our Projects."

Financing Requirements

        Wind energy project development and construction are capital intensive. In addition to the cost of turbines, discussed below, we also incur material costs and expenses for land acquisition, feasibility studies, construction and other development costs. As a result, our ability to access capital markets efficiently and effectively is crucial to our growth strategy. The recent worldwide financial and credit crisis has reduced liquidity and the availability of credit. The difficult market conditions that began in the fall of 2008 have persisted. However, since the beginning of 2009, we have refinanced, raised or received approximately $2.1 billion for our company and projects in 18 refinancing and new capital-raising activities and customer prepayments. These activities included project debt financings, tax equity financings, intermediate holding company financings, government grants, Sponsor equity contributions and customer prepayments. We expect to fund the development of our projects with a combination of cash flows from operations, debt financings, tax equity financings, government grants and capital markets transactions such as this offering. See "Business—Project Financing."

State-Level Support

        Among the more significant factors driving growth in our business are state-mandated RPS and in some cases, municipal level RPS. An RPS is a program mandating that a specified percentage of electricity sales in a state or municipality come from renewable energy, including wind energy. Currently, 29 states and the District of Columbia have implemented RPS requirements, more than double the number of states with RPS requirements in 2003. For example, in the Northeast and California, two of our target markets, there are RPS targets of between 15% and 40% by 2013 to 2020 and 33% by 2020, respectively. In June 2009, Hawaii, the third region where we operate and where we have the largest utility-scale wind energy project in the state, increased its RPS target to 40% by 2030. See "Industry." To the extent states continue to strengthen their RPS requirements, our opportunities for growth will continue to increase.

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Power Purchase Agreements and Financial Hedging

        The market prices of electricity and RECs materially affect the economic feasibility of our development projects and our results of operations. In the past 12 months, the price of electricity in the Northeast and West has fluctuated significantly, based in part on the costs of fossil fuels. There is no clear trend in prices for electricity or RECs in our markets. To limit the impact of market price variability on our revenues, we enter into PPAs and financial hedges covering the estimated revenue stream from a significant portion of the electricity we produce. We also seek to maximize the value of the RECs we generate by selling forward under long-term contracts the amount of RECs we expect to produce. We believe that stabilizing our revenues in this manner benefits us, our lenders and tax equity investors and enhances our ability to obtain long-term, non-recourse financing. We have PPAs or hedges on all seven of our operating projects and we expect to have PPAs or hedges on all of our 2010 projects. Approximately 90% of estimated revenues from our current operating projects are hedged through 2011. We plan to hedge approximately 90% of the estimated revenues for 2011 for the six projects we plan to have under construction in 2010.

        We believe the widespread support for renewable energy demonstrated by state RPS programs has improved our ability to negotiate and enter into long-term PPAs with utilities. We expect an increasing percentage of our electricity sales to be made pursuant to long-term PPAs. For example, Milford I, which commenced commercial operations in November 2009, has a PPA with SCPPA to supply 20 years of power to the cities of Los Angeles, Burbank and Pasadena. In connection with our Sheffield project, which is in our 2010 project construction portfolio, we have fully negotiated and received approval on long-term PPAs with three Vermont utilities: Vermont Electric Cooperative, Inc., City of Burlington Electric Department and Washington Electric Cooperative. For our Stetson II project that recently began operations, we have a long-term PPA with Harvard University to sell half of the electricity and RECs generated by the project. In addition, we expect to sell 100% of our energy and capacity from our Rollins project, which is also part of our 2010 project construction portfolio, to two utilities in Maine under 20-year PPAs. See "Business—Our Portfolio of Wind Energy Projects." In some instances we commit to sell minimum levels of generation. If the project generates less than the committed volumes, we may be required to either buy the shortfall of electricity on the open market or make payments of liquidated damages.

        When we enter into financial hedges and contracts for forward sales of RECs, we base the contracted amount on estimates we believe with a high degree of certainty that we can produce; however, actual amounts may be materially different from our estimates for a variety of reasons, including variable wind conditions and turbine performance. In the event a project does not generate the amount of electricity covered by a related financial hedge, we could incur significant losses under the hedge if electricity prices were to rise substantially above the fixed prices provided for in the hedge. A shortfall in the production of RECs could require us to purchase RECs at current market prices for delivery under a forward sales contract, and the market price may be higher than the contracted price. Additionally, our hedges may result in significant volatility in our quarterly and annual financial results as we are required to mark them to market through earnings on a periodic basis.

Turbine Supply and Pricing

        The majority of the total cost of a wind energy project is attributable to turbine purchases, so turbine purchases have been and will continue to be our principal capital expenditure. As a result, the price trend of turbines has a direct impact on our results of operations and the method of financing our turbines has a direct impact on our cash flows and liquidity.

        Historically we have needed to secure turbine orders early in the project-development lifecycle. Turbine suppliers generally required up-front payments upon execution of a turbine supply agreement with significant progress payments well in advance of turbine delivery. We used turbine supply loans to finance approximately 70% to 80% of these progress payments. This financing method was prevalent in

55

part because in recent years demand for turbines often exceeded supply, a factor that also resulted in the price of turbines generally increasing between 2006 and 2008.

        However, an expanding turbine supply chain, coupled with the global economic downturn, has mitigated this trend, resulting in an oversupply of turbines globally. This oversupply led to a significant downward trend in prices for turbines beginning in 2009. We believe that as long as these market conditions persist, we will not need to dedicate long-term capital commitments to turbine purchases or make milestone payments far in advance of anticipated delivery.

        We have taken steps to benefit from the weakness in the turbine industry. For example, in 2009 we amended our agreements with Clipper to give us the right, but not the obligation, to buy turbines from Clipper for up to 633 MW of deliveries between 2011 and 2015, subject to the forfeiture of up to $89.5 million in deposits and progress payments that we have made and are scheduled to make to Clipper, if we decide not to buy any additional turbines from them. We have no firm turbine commitments for delivery after 2010 and as a result we believe we have the opportunity to benefit from the improved pricing and terms currently available for turbine purchases for our 2011 projects and beyond.

Federal Programs

        We utilize federal government programs supporting renewable energy, which enhance the economic feasibility of developing our projects. The key federal programs include the ITC, grants and loan guarantees under the ARRA, the PTC and accelerated depreciation of renewable energy property. Under the ARRA, project owners can receive of a cash grant in lieu of the ITC paid by the U.S. Treasury representing 30% of the ITC-eligible costs of building wind energy producing assets. In September 2009, our Cohocton and Stetson I projects were among the first recipients of such cash grants, receiving approximately $115 million. Our Milford I project received approximately $120 million of such grants in March 2010 and our Stetson II project received approximately $19 million of such grants in June 2010. In addition to cash grants, Sections 1703 and 1705 of the ARRA establish loan guarantee programs administered by the U.S. Department of Energy. These programs call for over $40 billion of federal loan guarantees to be allocated for innovative technology authorized under the Energy Policy Act of 2005 and approximately $15 billion to be made available for commercially proven technology. In July 2010, we entered into a $117 million construction and term loan facility guaranteed by the Department of Energy to help finance construction of our Kahuku project. We plan to apply for cash grants for the other projects we begin to construct in 2010. We may also apply for additional loan guarantees for some of our projects.

        Historically, the PTC has been subject to extension on an annual basis, resulting in uncertainty that made it difficult to successfully execute qualifying development activities. However, the ARRA extended the PTC through 2012 for wind projects, reducing uncertainty about whether a wind project would qualify for the PTC since this determination cannot be made until the project is placed in service. The tax equity financing market has allowed us to monetize certain of these tax benefits that would otherwise be deferred until such time as we have taxable income. Changes in or elimination of these policies could render certain of the projects in our development portfolio uneconomic, increase our financing costs or otherwise adversely affect our financing efforts, increase our equity requirements and adversely affect our growth.

Wind Variability and Seasonality

        The profitability of a wind energy project is directly correlated with wind conditions at the project site. In addition to annual variations, each of our projects experiences unique daily and seasonal variations in its wind resources, which will in turn affect the revenue profile of that project. For example, our projects in the Northeast tend to be sited in winter-peaking, storm-driven wind resources where a majority of the electricity production (and therefore REC production) occurs from October

56

through March. In Utah, the wind resource is more often summer peaking and driven by thermal conditions that result from heat generated by sunlight. In Hawaii, we experience trade winds throughout the year.

        These daily and seasonal variations are carefully studied by our meteorological team to develop an annual output profile that reflects seasonal variations in cash flow that can be expected from individual projects. Our finance and commodities teams use these projections to plan and structure our hedges and financings to account for seasonal variation. Our meteorological teams are able to draw on data for nearly 90% of our project pipeline, and use this data to prepare computer models to estimate potential wind levels. For the seven projects we expect to have under construction or place in operation in 2010, we had, at July 31, 2010, an average of nearly seven years of wind data collected from 22 meteorological towers. For our Tier 1 development projects as of July 31, 2010, 100% of this data is for three or more years, while for Tier 1 and Tier 2 projects on a combined basis, over 90% of this data is for one or more years and over 80% is for three or more years.

        In regions with liquid power markets, the price of electricity may vary by season, depending on weather conditions that often affect system load conditions, as in the case of extreme heat or cold leading to increased use of heating, ventilation and air conditioning systems. We are able to mitigate some of the seasonal variation in pricing by hedging a portion of our output. See "—Power Purchase Agreements and Financial Hedging."

Public Company Expenses

        We believe that our general and administrative expenses will increase in connection with the completion of this offering. This increase will consist of legal and accounting fees and additional expenses associated with complying with the Sarbanes-Oxley Act of 2002 and other regulations affecting publicly traded companies. We anticipate that our ongoing general and administrative expenses will also increase as a result of being a publicly traded company, in part due to the cost of filing annual and quarterly reports with the SEC, investor relations, directors' fees, directors' and officers' insurance and registrar and transfer agent fees. Our consolidated financial statements after completion of this offering will reflect the impact of these increased expenses, which will affect the comparability of our financial statements with periods prior to completion of this offering.

Effects of the Reorganization

        First Wind Holdings Inc. was formed for the purpose of this offering and has only engaged in activities in contemplation of this offering. Upon completion of the offering, all of our business will continue to be conducted through First Wind Holdings, LLC, which is the holding company that has conducted all of our business to date. First Wind Holding Inc. will be a holding company, whose principal asset will be its managing member interest in First Wind Holdings, LLC. All of the equity of First Wind Holdings, LLC outstanding prior to the reorganization that will not be owned by First Wind Holdings Inc. will be either exchanged for our Class A common stock or Series B Membership Interests of First Wind Holdings, LLC and an equal number of shares of our Class B common stock. Unvested Series B Units and vested Series B Units that do not then have current value will expire. For more information regarding our reorganization and holding company structure, see "The Reorganization and Our Holding Company Structure."

        We expect that future exchanges of Series B Membership Interests, together with an equal number of shares of Class B common stock, for shares of our Class A common stock will result in increases in the tax basis in the tangible assets of First Wind Holdings, LLC. We expect that these increases in tax basis, which would not have been available but for our new holding company structure, will reduce the amount of tax that we would otherwise be required to pay in the future. We will be required to pay a portion of the cash savings we actually realize from such increase (or are deemed to realize in the case of an early termination payment by us, or a change in law, as discussed below) to certain holders of the

57

Series B Membership Interests, which include our Sponsors and certain of our employees and current investors, pursuant to a tax receivable agreement. See "The Reorganization and Our Holding Company Structure—Tax Receivable Agreement."

        First Wind Holdings, LLC is currently taxed as a partnership for federal income tax purposes. Therefore, with the exception of certain subsidiaries that have elected to be taxed as corporations, we have not been subject to entity-level federal or state income taxation, and the members of First Wind Holdings, LLC pay taxes with respect to their allocable share of our taxable income. Following the reorganization and this offering, all of the earnings of First Wind Holdings Inc. will be subject to federal income taxation.

Components of Revenues and Expenses

Revenues

        Our total revenues are composed of energy sales, capacity sales, sales of RECs and the effects of related hedging activities, including both the cash settlement of derivatives and fair value adjustments to mark these derivatives to market at the end of each period. When we analyze the revenues of our operating projects and the related performance of our hedging strategies, we use a metric we refer to as "average realized energy price" per MWh of energy generated.

Energy Sales

        We typically sell the power generated by our projects (sometimes bundled with RECs) either pursuant to PPAs with local utilities or power companies or directly into the local power grid at market prices. Our PPAs have initial terms ranging from five to 20 years with fixed prices, market prices or a combination of fixed and market prices. We may also seek to hedge a significant portion of the market component of our power sales revenue with financial swaps. See "—Risk Management Activities Related to Operating Projects."

Sales of RECs

        The RECs associated with renewable electricity generation can be "unbundled" and sold as a separate attribute. In some states, we sell RECs to entities that must either purchase or generate certain quantities of RECs to comply with state RPS programs. Currently, 25 states and the District of Columbia have adopted RPS programs that operate in tandem with a credit trading system in which generators sell RECs for renewable power they generate.

Capacity Sales

        Capacity payments are made to energy generators, including those with wind energy projects, as an incentive for them to promote development and continued operational capacity sufficient to meet the customer's anticipated requirements. Capacity payments are payments made to energy generators based on their available capacity, rather than the energy generated.

Hedging Activities

        We enter into derivative contracts to hedge future electricity prices to mitigate a portion of the risk of market price fluctuations we will encounter by selling power at variable or market prices. See "—Quantitative and Qualitative Disclosure about Market Risk—Commodity Price Risk."

Average Realized Energy Price

        Average realized energy price per MWh of energy generated is a metric that allows us to compare revenues from period to period, or on a project by project basis, regardless of whether the revenues are

58

generated under a PPA, from sales at market prices with a financial swap, from sales at market prices or a combination of the three. Although average realized energy price is based, in part, on revenues recognized under accounting principles generally accepted in the United States (GAAP), this metric does not represent revenue per unit of production on a GAAP basis. We adjust GAAP revenues used to compute this metric in several respects:

•

Under GAAP, recognition of revenues from the sale of New England RECs is delayed due to regulations that limit their transfer to the buyer to quarterly trading windows that open two quarters subsequent to generation. To match New England REC revenue to the period in which the related power was generated, in calculating this metric, we add New England REC revenues attributable to generation during a period but not yet recognized under GAAP, and subtract New England REC revenue recognized under GAAP in the period but generated in a prior period.

•

In addition, in order to focus this metric on realized energy prices, we exclude the effects of mark-to-market adjustments on financial swaps.

        Average realized energy price changes over time due to several factors. Historically, the most significant factor has been the growth of our business and the corresponding change in pricing mix. Each project has a different pricing profile, including varying levels of hedging in relation to electricity generation, and in certain cases, short periods of unhedged exposure to market price fluctuations as hedging agreements are put in place.

        The table below shows the calculation of our average realized energy price for the periods presented:

			Year Ended December 31,									Six Months Ended June 30,
			2007			2008			2009			2009			2010
Numerator (in thousands)
	Total revenue		$	12,346		$	39,478		$	75,277		$	40,181		$	49,741
	Add (subtract):
		New England REC timing(1)		2,461			1,947			2,060			472			120
		Transmission costs		(2,268	)		(3,316	)		(4,413	)		(1,574	)		(3,564	)
		Mark-to-market adjustments(2)		9,801			(14,760	)		(21,322	)		(16,855	)		(3,976	)
			$	24,608		$	26,665		$	56,015		$	23,798		$	45,885
Denominator (MWh)
		Total energy production		239,940			275,024			656,365			304,803			568,724
Average realized energy price
		(numerator/denominator)		$103/MWh			$97/MWh			$85/MWh			$78/MWh			$81/MWh

(1)

New England REC timing represents the difference between: (i) New England RECs generated in earlier periods that qualified for GAAP revenue recognition in the applicable period and (ii) New England RECs generated in the applicable period and sold to a creditworthy counterparty under a firm sales contract where revenue is deferred under GAAP until the applicable quarterly trading window occurs. The gross amounts of such New England RECs are as follows:

	Year Ended December 31,									Six Months Ended June 30,
	2007			2008			2009			2009			2010
	(in thousands)
New England RECs
Included in revenues	$	(2,364	)	$	(5,274	)	$	(9,403	)	$	(4,593	)	$	(6,706	)
Generated during the period		4,825			7,221			11,463			5,065			6,826
	$	2,461		$	1,947		$	2,060		$	472		$	120

(2)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175 and $12,708 for the year and the six months, respectively.

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Cost of Revenues

        Cost of revenues includes project operating expenses and depreciation and amortization of operating assets.

Project Operating Expenses

        Project operating expenses consist of such costs as contracted operations and maintenance fees, turbine and related equipment warranty fees, land lease payments, insurance, professional fees, operating personnel salaries and permit compliance costs.

Depreciation and Amortization of Operating Assets

        Depreciation and amortization of operating assets are included in cost of revenues once a project has begun commercial operations. Prior to that time, depreciation and amortization associated with the related property, plant and equipment is included in other operating expenses.

Other Operating Expenses

        Other operating expenses include project development expenses, general and administrative expenses and depreciation and amortization.

Project Development Expenses

        We allocate development expenses by project. Project development expenses consist of initial permitting, land rights, preliminary engineering work, analysis of project wind resource, analysis of project economics and legal work. We expense all project development costs until we deem a project probable of being technically, commercially and financially viable. Once this determination has been made, we classify the project as being in the Tier 1 stage of development, at which point we begin capitalizing project development costs. After a project has been moved to Tier 1, if we subsequently determine that the project is not technically, commercially and financially viable, we write off the capitalized development costs. See "Business—How We Classify Our Projects."

Risk Management Activities Related to Non-Operating Projects

        Prior to a project's reaching commercial operations, we record fair value changes and cash settlements related to commodity derivatives as risk management activities related to non-operating projects. Once a project reaches commercial operations, we record these fair value changes and cash settlements under revenues, as risk management activities related to operating projects.

How We Measure Our Performance

        Senior management's performance is evaluated based on annual operating and financial targets for our operating and under-construction portfolio as well as the extent to which we are prudently growing and managing our development pipeline using GAAP financial measures. We also evaluate the performance of our operating projects on the basis of Project EBITDA, which is a non-GAAP financial measure. We use Project EBITDA to assess the performance of our operating projects because we believe it is a measure that allows us to: (i) more accurately evaluate the operating performance of our projects based on the energy generated during each period (through the exclusion of mark-to-market adjustments and the effects of New England REC timing, for which the GAAP accounting treatment does not correspond to the energy generated during the period), (ii) assess the ability of our projects to support debt and/or tax equity financing (through the exclusion of depreciation and amortization that is not indicative of capital costs that would be expected over the term of the financing and general and administrative expenses that are not incurred at the project level). Our ability to raise debt and/or tax equity financing for our projects is a key requirement of our development plan as described in

60

"—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Financing Requirements." We believe it is important for investors to understand the factors that we focus on in managing the business, and therefore we believe Project EBITDA is useful for investors to understand. In addition, as long as investors consider Project EBITDA in combination with the most directly comparable GAAP measure, gross income (loss), we believe it is useful for investors to have information about our operating performance on a period-by-period basis, without giving effect to GAAP requirements that require the recognition of income or expense that does not correspond to actual energy production in a given period, and we believe it is useful for investors to consider a measure that does not include project-related depreciation and amortization. Because lenders and providers of tax equity financing frequently disregard the non-cash charges and GAAP timing differences noted above when determining the financeability of a project, we believe that presenting information in this manner can help give investors and understanding of our ability to secure financing for our projects. Project EBITDA can be reconciled to gross income (loss), which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

				Year Ended December 31,									Six Months Ended June 30,
				2007			2008			2009			2009			2010
Gross income (loss)				$	(5,629	)	$	18,254		$	21,383		$	16,060		$	1,565
	Add (subtract):
			Depreciation and amortization of operating assets		8,800			10,611			34,185			15,741			24,055
			New England REC timing		2,461			1,947			2,060			472			120
			Mark-to-market adjustments(1)		9,801			(14,760	)		(21,322	)		(16,855	)		(3,976	)
			KWP I property tax assessment(2)		(488	)		(463	)		(439	)		(220	)		1,390
		Project EBITDA		$	14,945		$	15,589		$	35,867		$	15,198		$	23,154

(1)

The mark-to-market adjustments for the 2009 periods include the effect of a financial hedge modification fee of $4,147 in addition to market adjustments of $17,175 and $12,708 for the year and the six months, respectively.

(2)

In June 2010, the County of Maui, Hawaii retroactively assessed property taxes for our KWP I project totaling approximately $1.4 million plus penalties and interest for 2007, 2008 and 2009. We have appealed these retroactive assessments as well as the amount then billed by the county for 2010. The KWP I property tax assessment adjustment reflects these retroactive assessments in the periods to which they relate.

        Project EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for gross income (loss), net income or cash flow from operations data as measured under GAAP. We use Project EBITDA to assess the performance of our operating projects and not as a measure of our liquidity. Investors should consider cash flow from operations, and not Project EBITDA, when evaluating our liquidity and capital resources. The items excluded from Project EBITDA are significant components of our statement of operations and must be considered in performing a comprehensive assessment of our overall financial performance. Project EBITDA and the associated period-to-period trends should not be considered in isolation.

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Results of Operations

Six Months Ended June 30, 2010 Compared with Six Months Ended June 30, 2009

        The following table sets forth selected information about our results of operations for the six months ended June 30, 2010 and 2009 (dollars in thousands):

			Six Months Ended June 30,						2010 compared with 2009
			2009			2010			$			%
Revenues:
	Revenues		$	20,915		$	40,747		$	19,832			95	%
	Cash settlements of derivatives			6,558			5,018			(1,540	)		-23	%
	Fair value changes in derivatives			12,708			3,976			(8,732	)		-69	%
		Total revenues		40,181			49,741			9,560			24	%
Cost of revenues
	Project operating expenses			8,380			24,121			15,741			188	%
	Depreciation and amortization of operating assets			15,741			24,055			8,314			53	%
		Total cost of revenues		24,121			48,176			24,055			100	%
		Gross income		16,060			1,565			(14,495	)		-90	%
Other operating expenses:
	Project development			16,987			23,337			6,350			37	%
	General and administrative			19,145			18,641			(504	)		-3	%
	Depreciation and amortization			1,422			2,285			863			61	%
		Total other operating expenses		37,554			44,263			6,709			18	%
		Income (loss) from operations		(21,494	)		(42,698	)		(21,204	)		99	%
Other expense				(57	)		(5,153	)		(5,096	)		N/M
Interest expense, net of capitalized interest				(3,365	)		—			3,365			-100	%
Loss before provision for income taxes				(24,916	)		(47,851	)		(22,935	)		92	%
Provision for income taxes				—			3,835			3,835			N/M
	Net loss			(24,916	)		(51,686	)		(26,770	)		107	%
		Less: net loss attributable to noncontrolling interest		5,862			9,506			3,644			62	%
	Net income (loss) attributable to members of First Wind Holdings, LLC		$	(19,054	)	$	(42,180	)	$	(23,126	)		121	%
Key Metrics:
	Rated capacity (end of period)			274 MW			504 MW			230 MW			84	%
	Electricity generated			304,803 MWh			568,724 MWh			263,921 MWh			87	%
	Average realized energy price		$	78/MWh		$	81/MWh		$	3/MWh			4	%
	Project EBITDA		$	15,198		$	23,154		$	7,956			52	%

N/M = not measurable/meaningful

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Project Operating Results

        For the six months ended June 30, 2010, we recorded revenues from energy sales, REC sales and capacity sales, along with cash settlements of derivatives, of $45.8 million, a 66.6% increase over the $27.5 million recorded for the comparable 2009 period. Our Project EBITDA for the six months ended June 30, 2010 was $23.2 million, a 52.3% increase over the $15.2 million recorded in 2009. The increase in our revenues and Project EBITDA was due to the substantial increase in electricity generation in 2010, compared with 2009, which in turn was due to the substantial increase in the capacity of our projects in 2010 compared with 2009. During the six months ended June 30, 2010, we generated 569,000 MWh of electricity, a 87.2% increase over the 305,000 MWh generated in the same period in 2009, due largely to the addition of our Milford I and Stetson II Projects, which have a combined 230 MW of rated capacity. Average realized energy price for 2010 was $81/MWh compared with $78/MWh in 2009.

        Including fair value changes in derivatives, during six months ended June 30, 2010 we recorded revenues of $49.7 million, a 23.8% increase from the $40.2 million recorded for the comparable 2009 period.

        Operating base.    Our 2010 operating base consists of projects that commenced operations prior to January 1, 2010. Our 2010 operating base comprises 478 MW of our total 504 MW of rated capacity and consists of the Kaheawa Wind Power I, Mars Hill, Steel Winds I, Cohocton, Stetson I and Milford I projects.

        Energy production from our 2010 operating base for the six months ended June 30, 2010 was approximately 554,000 MWh, resulting in an NCF of 25%, which is below our expected long-term average NCF of 28% to 30%. Factors affecting generation included: windiness below the long term average we expect although within the range of our expectations; plant non-availability shortfalls due to the ramp-up of turbine availability typical in newly-commissioned projects and a transformer malfunction at Stetson II; and utility curtailment, a substantial portion of which we believe is non-recurring. Average realized energy price for the six months ended June 30, 2010 was $81/MWh, compared with $78/MWh for the same period in 2009. Our $81/MWh average realized energy price for the six months ended June 30, 2010 was reduced because of the pricing at our Milford I project, for which we received a $232 million prepayment under a 20-year power purchase agreement with the Southern California Public Power Authority. This prepayment had a favorable effect on our cost of capital for the project, but is based on a relatively low average realized energy price ($57/MWh). Excluding Milford I, our average realized energy price for the six months ended June 30, 2010 was $94/MWh.

        Additional information about the individual projects comprising our 2010 operating base is as follows:

•

Kaheawa Wind Power I (KWP I).  For the six months ended June 30, 2010, energy production at KWP I was approximately 58,000 MWh, resulting in an NCF of 44%, compared with energy production of approximately 45,000 MWh, resulting in an NCF of 35% in the same period 2009. Our long-term average NCF expectation is 41% to 43%. Average realized energy price for the six months ended June 30, 2010 was approximately $77/MWh compared with approximately $84/MWh for the same period 2009, due to the large movements in spot oil prices over the past year. While 100% of our output is sold under a 20-year PPA, 70% is fixed price and 30% is indexed to the counterparty's avoided cost of electricity, which is heavily correlated to oil prices. At commercial operation, the project entered into an oil derivative swap agreement to stabilize the 30% indexed portion of the PPA. Project operating expenses for the 2010 period were approximately $3.4 million, compared with approximately $1.3 million in costs in the 2009 period. The increase is primarily due to a retroactive property tax assessment of approximately $1.4 million for 2007, 2008 and 2009, along with approximately $0.3 million accrued for property

63

taxes for the six months ended June 30, 2010, which we have appealed. The remaining increase is due to reclassifying certain types of costs historically included in project development expenses as project operating expenses in 2010.

•

Mars Hill.  For the six months ended June 30, 2010, energy production at Mars Hill was approximately 62,000 MWh, resulting in an NCF of 34%, compared with energy production of approximately 64,000 MWh, resulting in an NCF of 35% for the same period 2009. Our long-term average NCF expectation is 35% to 37%. We experienced unexpected levels of utility curtailment at Mars Hill that we believe are non-recurring. Average realized energy price for the six months ended June 30, 2010 was approximately $81/MWh compared with approximately $90/MWh for the same period in 2009. Due mostly to lower REC prices, project operating expenses were approximately $3.2 million for the 2010 period compared with approximately $2.4 million in costs in the 2009 period. The increase is due to reclassifying certain types of costs historically included in project development expenses as project operating expenses in 2010. Transmission costs for the six months ended June 30, 2010 were $1.0 million compared with $0.7 million in the 2009 period.

•

Steel Winds I.  For the six months ended June 30, 2010, energy production at Steel Winds I was approximately 27,000 MWh, resulting in an NCF of 32%, compared with energy production of approximately 22,000 MWh, resulting in an NCF of 25% in the same period in 2009. This increase in production was primarily due to improved operating performance of our Clipper turbines. Our long-term average NCF expectation is 30% to 32%. Average realized energy price for the six months ended June 30, 2010 was approximately $69/MWh compared with approximately $83/MWh for the same period in 2009. Project operating expenses for the 2010 period were approximately $0.8 million, compared with approximately $0.9 million in the 2009 period.

•

Cohocton.  Cohocton began commercial operations on January 27, 2009. For the six months ended June 30, 2010, energy production at Cohocton was approximately 130,000 MWh, resulting in an NCF of 24% compared with energy production of approximately 99,000 MWh, resulting in an adjusted NCF of 18% for the same period in 2009. This increase in production was primarily due to improved operating performance of our Clipper turbines. Our long-term average NCF expectation is 25% to 27%. Average realized energy price for the six months ended June 30, 2010 was $92/MWh, compared with $106/MWh for the same period 2009. Included in the 2009 amount is a non-recurring financial hedge settlement we received of approximately $4.1 million. If this settlement were excluded from revenues, the average realized energy price in 2009 would have been $64/MWh. In June 2009, Cohocton began participating in the New England renewable energy credit program, which affected the year over year increase in average realized energy price. Project operating expenses for the 2010 period were approximately $5.0 million, compared with approximately $2.3 million in the 2009 period. The increase is related to the partial 2009 operating period along with reclassifying certain types of costs historically included in project development expenses as project operating expenses in 2010.

•

Stetson I.  Stetson I began commercial operations on January 23, 2009. For the six months ended June 30, 2010, energy production at Stetson I was approximately 78,000 MWh, resulting in an NCF of 32% compared with energy production of approximately 74,000 MWh, resulting in an NCF of 30% for the same period in 2009. Our long-term average NCF expectation is 30% to 32%. Average realized energy price for the six months ended June 30, 2010 was $132/MWh compared with approximately $81/MWh for the same period 2009. We have a 10-year financial swap for Stetson I which did not commence until July 2009; therefore, Stetson I's 2009 results were exposed to variability of merchant power prices before commencement of the financial swap. Project operating expenses for the 2010 period were approximately $3.5 million, compared with approximately $2.5 million in the 2009 period. The increase is related to the partial 2009

64

operating period along with reclassifying certain types of costs historically included in project development expenses as project operating expenses in 2010.

•

Milford I.  Milford I began commercial operations on November 16, 2009. Under the terms of the Milford I PPA, in February 2010 SCPPA provided an approximately $232 million prepayment for approximately 75% of the estimated annual generation delivered over 20 years. SCPPA also makes payments for the as-generated electricity for the remaining approximately 25% of our annual production at a fixed rate of approximately $59/MWh, escalating at 1.75% annually. Finally, SCPPA makes payments of approximately $11/MWh for the as-generated RECs, none of which have been prepaid, and reimburses the project for a portion of its operating costs. For the six months ended June 30, 2010, energy production was approximately 198,000 MWh, resulting in a 22% NCF. This tracks below our long-term NCF expectation range of 24% to 26%, a portion of which is due to the planned ramp-up in turbine availability that is typical in newly-commissioned projects. We also experienced well below-average windiness in January and February 2010, with a subsequent return to average windiness. Average realized energy price was approximately $57/MWh, and project operating expenses were $7.4 million.

        Partial year projects.    Our 2010 partial year operating projects will consist of projects that begin commercial operations after January 1, 2010. Our performance for the six months ended June 30, 2010 for our 2010 partial year operating project was as follows:

•

Stetson II.  Stetson II began commercial operations on March 12, 2010. For the six months ended June 30, 2010, energy production at Stetson II was approximately 15,000 MWh, resulting in an NCF of 13%. This tracks below our long-term NCF expectation range of 30% to 32%. This production shortfall was due primarily to a malfunction of the main transformer which was removed, repaired and reinstalled during the period. Main transformers have a design-life of 50 years so an immediate malfunction such as this is not typical. The main transformer was under warranty and we have business interruption insurance. Our production at Stetson II was also impacted by the planned ramp-up in turbine availability that is typical in newly-commissioned wind projects. Our average realized energy price for the period was $85/MWh and project operating expenses were approximately $0.9 million.

        Depreciation and amortization of operating assets.    During the six months ended June 30, 2010, we recorded expenses for depreciation and amortization of operating assets of $24.1 million, a 53.5% increase over the $15.7 million recorded for the same period 2009, due largely to the substantial increase in the capacity of our operating projects in 2010 compared with 2009.

Other Operating Expenses

        Project development.    During the six months ended June 30, 2010, we recorded project development expenses of $23.3 million, a 37.4% increase from the $17.0 million recorded for the same period in 2009. Stock-based compensation expense recorded in project development for the first half of 2010 was $1.3 million, compared with $600,000 for the same period of 2009. The $22.0 million, or 34.7%, increase in project development expense (excluding stock-based compensation) over amounts recorded in 2009 was due largely to increases in development activity in 2010 to support our development pipeline for 2011 and beyond along with the writeoff of approximately $2.6 million of previously-capitalized costs for a project that was reclassified from Tier 1 to Tier 2. The increase was partially offset by the decreases in the level of capitalization of project development expenses from that experienced in 2009. Additionally, we have classified approximately $3.5 million of certain types of costs historically included in project development expenses as project operating expenses in 2010. The impact of this change was partially offset by our classifying approximately $1.1 million of certain types of costs historically included in general and administrative expenses as project development expenses in 2010 as further described below.

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        General and administrative.    During the six months ended June 30, 2010, we recorded general and administrative expenses of $18.6 million, a 2.6% decrease from the $19.1 million recorded for the same period in 2009. Stock-based compensation expense recorded in general and adminstrative expenses in the 2010 period totaled $6.7 million, including approximately $2.6 million related to revisions of estimated forfeitures, compared with $3.0 million in the 2009 period. The $4.2 million, or 25.9%, decrease in general and administrative costs (excluding stock-based compensation) from amounts recorded in 2009 was due largely to reductions in non-recurring third party legal and consulting expense incurred during 2009 along with our classifying approximately $1.3 million of certain types of costs (primarily related to securing real estate, PPAs and other project related contracts) historically included in general and administrative expenses as project development costs in 2010. Comparing the six months ended June 30, 2010 with the same period in 2009 we have increased our rated capacity by 84% while reducing our general and administrative expenses. Apart from certain additional costs we will incur as a public company, we believe that we have achieved scale in general and administrative capabilities to support our future growth without requiring significant increases in expenses related to overhead.

        Depreciation and amortization expenses.    During the six months ended June 30, 2010, we recorded depreciation and amortization expenses of $2.3 million, a 60.7% increase over the $1.4 million recorded for the same period in 2009, due largely to capital expenditures related to corporate assets such as leasehold improvements, vehicles, office equipment and furniture.

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Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

        The following table sets forth selected information about our results of operations for the years ended December 31, 2009 and 2008 (dollars in thousands):

			Year Ended December 31,						2009 compared with 2008
			2008			2009			$			%
Revenues:
	Revenues		$	28,790		$	47,136		$	18,346			64	%
	Cash settlements of derivatives			(4,072	)		10,966			15,038			N/M
	Fair value changes in derivatives			14,760			17,175			2,415			16	%
		Total revenues		39,478			75,277			35,799			91	%
Cost of revenues:
	Project operating expenses			10,613			19,709			9,096			86	%
	Depreciation and amortization of operating assets			10,611			34,185			23,574			222	%
		Total cost of revenues		21,224			53,894			32,670			154	%
		Gross income		18,254			21,383			3,129			17	%
Other operating expenses:
	Project development			35,855			35,895			40			0	%
	General and administrative			44,358			39,192			(5,166	)		-12	%
	Depreciation and amortization			2,325			3,381			1,056			45	%
		Total other operating expenses		82,538			78,468			(4,070	)		-5	%
		Loss from operations		(64,284	)		(57,085	)		7,199			-11	%
Risk management activities related to non-operating projects				42,138			—			(42,138	)		-100	%
Other income (expense)				827			(1,915	)		(2,742	)		N/M
Interest expense, net of capitalized interest				(4,846	)		—			4,846			-100	%
Loss before provision for income taxes				(26,165	)		(59,000	)		(32,835	)		125	%
Provision for income taxes				—			2,010			2,010			N/M
	Net loss			(26,165	)		(61,010	)		(34,845	)		133	%
		Less: net loss attributable to noncontrolling interests		11,107			1,391			(9,716	)		-87	%
	Net loss attributable to members of First Wind Holdings, LLC		$	(15,058	)	$	(59,619	)	$	(44,561	)		296	%
Key Metrics:
	Rated capacity (end of period)			92 MW			478 MW			386 MW			420	%
	Electricity generated			275,024 MWh			656,365 MWh			381,341 MWh			139	%
	Average realized energy price		$	97/MWh		$	85/MWh		$	(12)/MWh			-12	%
	Project EBITDA		$	15,589		$	35,867		$	20,278			130	%

N/M = not measurable/meaningful

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Revenues and project operating expenses

        During 2009, we recorded revenues from energy sales, REC sales and capacity sales, along with cash settlements of derivatives, of $58.1 million, a 135% increase over the $24.7 million recorded during 2008. This increase was due to the substantial increase in electricity generation in 2009 compared with 2008, which in turn was due to the substantial increase in the capacity of our projects in 2009 compared with 2008. During 2009, we generated 656,365 MWh of electricity, a 139% increase over the 275,024 MWh generated in 2008, due largely to the increase in the capacity of our projects in 2009. Average realized energy price for 2009 was $85/MWh compared with $97/MWh in 2008.

        Including revenues from risk management activities related to operating projects, during 2009 we recorded revenues of $75.3 million, a 90.7% increase over the $39.5 million recorded for 2008. Risk management activities related to operating projects resulted in a gain of $28.1 million for 2009 compared with a gain of $10.7 million for the same period in 2008. The $17.4 million increase for 2009 over 2008 relates to $2.4 million of mark-to-market gains on commodity swap contracts combined with net cash settlements of $15 million on the same commodity swaps.

        Operating base.    Our performance for 2009 and 2008 for projects that were operating prior to January 1, 2009 was as follows:

•

Kaheawa Wind Power I (KWP I).  For 2009, energy production at KWP I was approximately 110,000 MWh, resulting in an NCF of 42%, compared with energy production of approximately 109,000 MWh, resulting in an NCF of 41% in 2008. This tracks to our long-term NCF expectation of 41% to 43%. Average realized energy price for 2009 was approximately $85/MWh compared with approximately $93/MWh for 2008, due to a decrease in oil prices. Project operating expenses for 2009 were approximately $2.4 million, or $81/kW, compared with approximately $2.7 million in costs or $91/kW in 2008.

•

Mars Hill.  For 2009, energy production at Mars Hill was approximately 122,000 MWh, resulting in an NCF of 33%, compared with energy production of approximately 129,000 MWh, resulting in an NCF of 35% in 2008. Our 2009 performance tracks below our long-term NCF expectation of approximately 35% to 37% due to below-average wind speeds in the region. Average realized energy price for 2009 was approximately $88/MWh compared with approximately $106/MWh for 2008. Project operating expenses were approximately $5.2 million for 2009 or $124/kW compared with approximately $6.9 million in costs, or $163/kW, in 2008.

•

Steel Winds I.  For 2009, energy production at Steel Winds was approximately 42,000 MWh, resulting in an NCF of 24%, compared with energy production of approximately 37,000 MWh, resulting in an NCF of 21% in 2008. Our 2009 performance was below our long-term NCF expectation of approximately 29% to 31% due to a combination of lower than expected turbine availability and below-average wind speeds in the region.

Lower than expected turbine availability in 2009 was primarily due to a Clipper blade wrinkle defect, which resulted in approximately 5,000 MWh of lost production in 2009, for which we have warranty protection. Adjusting for the warranty claim, the NCF would have been approximately 27%. Lower than expected turbine availability in 2008 was primarily due to two separate technical start-up problems experienced by Clipper, one related to gearboxes and the other related to blades. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry—One of our key turbine suppliers, Clipper Windpower Plc, has experienced certain technical issues with its wind turbine technology and may continue to experience similar issues." All of our Clipper turbines have a five-year availability warranty, which protects us from lost revenue resulting from start-up technical problems such as those described above. We believe that Clipper has remediated these technical problems.

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Our average realized energy price for 2009 was approximately $94/MWh, including warranty claims, compared with approximately $77/MWh for 2008. Project operating expenses in 2009 were approximately $1.5 million, or $74/kW compared with approximately $1.4 million or $72/kW in 2008.

        On an aggregate basis for our 2009 operating base, 2009 energy production was approximately 273,000 MWh, resulting in an NCF of 34%. Adjusted for our warranty claim at Steel Winds I, our operating base NCF would have been 35%, which tracks slightly below our long-term expectation of 36% to 38% due to below-average wind speeds. While below our long-term NCF expectations, our 2009 NCF was within the expected range of annual variation. Average realized energy price for the period was $88/MWh. Project operating expenses were approximately $9.1 million or $99/kW.

        Partial year projects.    During their first year of operation, our projects are more affected by factors like ramp-up in availability and seasonality than is typical after the project has been operating for a longer duration. This affects the comparability of a project's performance between periods that include the first year of operation. Our 2009 performance for projects that commenced operations after January 1, 2009 was as follows:

•

Cohocton.  Cohocton began commercial operations in late January 2009. For 2009, energy production at Cohocton was approximately 204,000 MWh, resulting in an NCF of 20%. Adjusting for the factors described above for partial year projects and for warranty claims described below, the NCF would have been 23%. This NCF tracks below our long-term expectation of 25% to 27% due primarily to below-average wind speeds in the region and the planned ramp-up in turbine availability that is typical in newly commissioned projects.

Similar to Steel Winds I, the lower than expected turbine availability in 2009 was due primarily to the Clipper blade wrinkle defect, which resulted in approximately 32,000 MWh of lost production in 2009. Unlike Steel Winds I, we did not experience any other blade or gearbox problems at Cohocton because Clipper had remediated those problems in the Cohocton turbines before Cohocton was placed in service. All of our Clipper turbines have a five-year availability warranty, which protects us from lost revenue resulting from technical start-up problems such as those described above. Accordingly, we recovered the revenue from the associated lost energy production through a Clipper warranty claim. We believe that Clipper has remediated the technical problems described above. Average realized energy price for 2009 was $100/MWh. Included in this number is a non-recurring financial hedge settlement of approximately $4.1 million. If this settlement were excluded from revenues, the average realized energy price would have been $79/MWh including warranty claims. Project operating expenses were approximately $6.9 million or $52/kW.

•

Stetson I.  Stetson I began commercial operations in late January 2009. For 2009, energy production at Stetson I was approximately 139,000 MWh, resulting in an NCF of 30%. This tracks to the low end of our long-term NCF expectation range of 30% to 32% due primarily to below-average wind speeds in the region. Average realized energy price was approximately $97/MWh. We have a 10-year financial swap for Stetson I, which did not commence until July 2009; therefore, Stetson I's results were exposed to variability of merchant power prices before then. The majority of the future annual output at Stetson I is hedged under the financial swap, which expires in 2019. Project operating expenses for 2009 were $4.7 million or $82/kW.

•

Milford I.  Milford I began commercial operations on November 16, 2009. Under the terms of the Milford I PPA, in February 2010 SCPPA provided an approximately $232 million prepayment for approximately 75% of the estimated annual generation delivered over 20 years. SCPPA also makes payments for the as-generated electricity for the remaining approximately 25% of our annual production at a fixed rate of approximately $59/MWh, escalating at 1.75% annually.

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Finally, SCPPA makes payments of approximately $11/MWh for the as generated RECs, none of which have been prepaid, and reimburses the project for a portion of its operating costs.

For 2009, in which Milford I was operating for 46 days, energy production was approximately 40,000 MWh, resulting in an 18% NCF. This tracks below our long-term NCF expectation range of 24% to 26% due to a combination of below-average wind speeds in the region and the planned ramp-up in turbine availability that is typical in newly-commissioned projects. Average realized energy price was approximately $52/MWh, and project operating expenses were $0.9 million or $37/kW.

        Depreciation and amortization of operating assets.    During 2009, we recorded expenses for depreciation and amortization of operating assets of $34.2 million, a 222.2% increase over the $10.6 million recorded for 2008, due largely to the substantial increase in the capacity of our projects in 2009 compared with 2008.

Other Operating Expenses

        Project development.    During 2009, we recorded project development expenses of $35.9 million, which is approximately the same as the amount recorded for 2008. Project development expenses in 2009 also include a charge of $3.1 million for formerly-capitalized costs of a project that was changed from Tier 1 to Tier 2 status, and project development expenses for 2008 include a charge of approximately $3.5 million for formerly-capitalized costs of a Tier 1 project that was discontinued.

        General and administrative.    During 2009, we recorded general and administrative expenses of $39.2 million, an 11.6% decrease from the $44.4 million recorded for 2008, due largely to reductions in non-recurring third party legal and accounting expenses incurred during 2008 offset by an overall increase in general and administrative expenses associated with the expansion of our business. Additionally, general and administrative expense included $5.9 million of stock-based compensation expense in 2009 compared with $8.6 million in 2008. We believe that, apart from additional costs we expect to incur as a public company, we have achieved sufficient general and administrative capabilities to support our future growth without requiring significant increases in these expenses. For non-operating activities in 2010, we expect to reflect certain types of costs that were included in general and administrative expenses in 2009 and 2008 as project development expenses due to changes in our accounting systems that allow us to identify these costs.

        Depreciation and amortization.    During 2009, we recorded depreciation and amortization expenses of $3.4 million, a 45.4% increase over the $2.3 million recorded for 2008, due largely to an increase in capital expenditures related to anemometers used to perform wind resource analysis at our development projects; an increase in corporate assets such as vehicles, office equipment and furniture; and an increase in depreciation of construction equipment.

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Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

        The following table sets forth selected information about our results of operations for the years ended December 31, 2007 and 2008 (dollars in thousands):

			Year Ended December 31,						2008 Compared to 2007
			2007			2008			$			%
Revenues:
	Revenues		$	23,817		$	28,790		$	4,973			21	%
	Cash settlements of derivatives			(1,670	)		(4,072	)		(2,402	)		144	%
	Fair value changes in derivatives			(9,801	)		14,760			24,561			N/M
		Total revenues		12,346			39,478			27,132			220	%
Cost of revenues:
	Project operating expenses			9,175			10,613			1,438			16	%
	Depreciation and amortization of operating assets			8,800			10,611			1,811			21	%
		Total cost of revenues		17,975			21,224			3,249			18	%
		Gross income (loss)		(5,629	)		18,254			23,883			N/M
Other operating expenses:
	Project development			25,861			35,855			9,994			39	%
	General and administrative			13,308			44,358			31,050			233	%
	Depreciation and amortization			1,215			2,325			1,110			91	%
		Total other operating expenses		40,384			82,538			42,154			104	%
		Loss from operations		(46,013	)		(64,284	)		(18,271	)		40	%
Risk management activities related to non-operating projects				(21,141	)		42,138			63,279			N/M
Other income (expense)				1,078			827			(251	)		23	%
Interest expense, net of capitalized interest				(9,820	)		(4,846	)		4,974			-51	%
	Net loss			(75,896	)		(26,165	)		49,731			-66	%
		Less: net loss attributable to noncontrolling interests		7,825			11,107			3,282			42	%
	Net loss attributable to members of First Wind Holdings, LLC		$	(68,071	)	$	(15,058	)	$	53,013			-78	%
Key Metrics:
	Rated capacity (end of period)			92 MW			92 MW			—			0	%
	Electricity generated			239,940 MWh			275,024 MWh			35,084 MWh			15	%
	Average realized energy price		$	103/MWh		$	97/MWh		$	(6)/MWh			-6	%
	Project EBITDA		$	14,945		$	15,589		$	644			4	%

N/M = not measurable/meaningful

Revenues and project operating expenses

        During 2008 we recorded revenues from energy sales, sales of RECs and capacity sales, along with cash settlements of derivatives, of $24.7 million, a 11.6% increase over the $22.1 million recorded for 2007. This increase was due to the increase in electricity generation in 2008 compared with 2007, which in turn was due to the increase in the capacity of our projects in 2008 compared with 2007. During 2008, we generated 275,024 MWh of electricity, a 14.6% increase over the 239,940 MWh generated in 2007, due largely to our Steel Winds I project operating for only a partial year in 2007. Average realized energy price for 2008, was $85/MWh compared with $93/MWh in 2007.

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        Including revenues from risk management activities related to operating projects, during 2008 we recorded revenues of $39.5 million, a 219.8% increase over the $12.3 million recorded for 2007.

        Operating base.    Our performance for 2008 and 2007 for projects that were operating or under construction prior to January 1, 2008, excluding Steel Winds I, was as follows:

•

Kaheawa Wind Power I (KWP I).  For 2008, energy production at KWP I was approximately 109,000 MWh, resulting in an NCF of 41% compared with energy production of approximately 126,000 MWh, resulting in an NCF of 48% in 2007. Average realized energy price for 2008 was approximately $93/MWh compared with approximately $99/MWh for 2007. Project operating expenses for 2008 were approximately $2.7 million or $91/kW compared with approximately $3.2 million in costs or $106/kW in 2007.

•

Mars Hill.  For 2008, energy production at Mars Hill was approximately 129,000 MWh, resulting in an NCF of 35% compared with energy production of approximately 102,000 MWh, resulting in an NCF of 36% in 2007, which was a partial year with a March 27, 2007 commercial operations date. Average realized energy price for 2008 was approximately $106/MWh compared with approximately $109/MWh for 2007. Project operating expenses for 2008 were approximately $6.7 million, or $163/kW compared with approximately $5.7 million in costs or $135/kW in 2007.

        The performance of our Steel Winds I project during 2008 and 2007 was not material to our consolidated results of operations.

        Depreciation and amortization of operating assets.    During 2008, we recorded expenses for depreciation and amortization of operating assets of $10.6 million, an 20.6% increase over the $8.8 million recorded for 2007, due largely to the increase in the capacity of our projects in 2008 compared with 2007.

Other Operating Expenses

        Project development expenses.    During 2008, we recorded project development expenses of $35.9 million, a 38.6% increase over the $25.9 million recorded for 2007, due largely to an increase in development expenses from expansion of our project pipeline. Project development expenses in 2008 also include a charge of $3.5 million for formerly-capitalized costs of a Tier 1 project that was discontinued.

        General and administrative expenses.    During 2008, we recorded general and administrative expenses of $44.4 million, a 233.3% increase over the $13.3 million recorded for 2007, due largely to an overall increase in general and administrative expenses associated with expansion of our business and preparation for becoming a public company along with (i) expenses of approximately $4.0 million incurred for costs associated with securities registration that would have otherwise been capitalized had our initial public offering been completed; and (ii) approximately $11.5 million of non-recurring legal and administrative expenses.

        Depreciation and amortization expenses.    During 2008, we recorded depreciation and amortization expenses of $2.3 million, a 91.4% increase over the $1.2 million recorded for 2007, due largely to an increase in capital expenditures related to anemometers to perform wind resource analysis at our development projects; and corporate assets such as vehicles, office equipment and furniture; and depreciation of construction equipment.

Risk Management Activities Related to Non-Operating Projects

        During 2008, we recorded a gain related to risk management activities related to non-operating projects of $42.1 million, compared with an expense of $21.1 million recorded for 2007, due largely to the effect of decreasing electricity prices.

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Liquidity and Capital Resources

        As of December 31, 2009, we had accumulated losses since inception of $191.2 million and $752 million of long-term indebtedness (including current maturities and an advance of $120 million accounted for as a redeemable interest in our Milford I project that was repaid with ARRA grant proceeds in March 2010). These losses were largely attributable to our development and overhead activities as we grew our company to commercial scale. We expect to continue to incur significant capital expenditures and significant losses for next several years as we develop and construct new projects, purchase additional turbines, hire additional employees, expand our operations and incur additional costs of operating as a public company. As we grow, we expect to require significant additional amounts of debt, tax equity financing and equity capital.

        Our requirements for liquidity and capital resources, other than for general corporate and administrative expenses and working capital needs, consist primarily of debt service requirements and capital expenditures for wind turbine purchases. Our business plan depends on our ability to repay or refinance our short-term debt. If we are successful in repaying or refinancing our short-term debt and obtaining the government grants that we intend to apply for in 2010, we believe that cash on hand, the proceeds from our financing activities and cash generated through operations, together with the net proceeds of this offering, should provide sufficient capital to support our debt service obligations, including early repayment of certain debt instruments such as the First Wind Term Loan, and a portion of our current development plan through the end of 2013.

Debt Maturities

        As of June 30, 2010, we had approximately $184.1 million of current debt maturities, of which $77.6 million relates to a non-recourse turbine supply loan due on January 15, 2011. We also had $94.2 million of debt relating to acquisition of wind turbines due in June 2011 and $12.3 million of other current debt that will be paid with existing cash balances or cash flows from operating projects.

        We have a signed commitment letter with a consortium of banks to provide $240 million of construction financing on our Milford II project. This financing commitment is subject to final approval, delivery of an executed power purchase agreement, certain permitting activities and certain other closing conditions, all of which we expect to satisfy on or before September 30, 2010. We expect to use proceeds from the Milford II construction financing, which will mature in 2011, to repay the $77.6 million non-recourse turbine supply loan maturing on January 15, 2011. However, there can be no assurance that this financing will close and, if such financing does not close, that any other financing will be available. If we are unable to repay or further extend the maturity on the $77.6 million non-recourse turbine supply loan, we would be in default of this loan, and the lender could accelerate the remaining balance of $51.1 million due in 2011. This loan is recourse solely to specified collateral, including turbines allocated to our Milford II, Kaheawa Wind Power II (KWP II) and Rollins projects along with the development assets of the KWP II, Rollins and Oakfield projects. To remedy such a default, the collateral could be sold, or we could surrender the collateral to the lender. The carrying value of the specified collateral was approximately $330.0 million at June 30, 2010, of which approximately $320.5 million relates to turbines. We believe the fair value of the collateral substantially exceeds the principal amount of corresponding non-recourse debt that it secures. While surrender of the collateral would not prevent our ability to continue 2010 operations, it would result in a loss for financial reporting purposes and could have an adverse effect on our longer term operations, including a potential delay in completion of one or more of the projects noted above.

Capital Expenditures

        In general, our capital expenditures primarily relate to the acquisition of turbines to construct new projects and to expand existing projects. We have budgeted approximately $400 million for capital expenditures in 2010, primarily relating to balance-of-plant expenditures at our KWP II, Kahuku, Milford II, Rollins, Sheffield and Steel Winds II projects. See "Business—Our Portfolio of Wind

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Energy Projects—Projects Scheduled for Construction in 2010." Approximately $50 million of this amount is budgeted for turbine purchases, as we have already paid for approximately 85% of the turbines required for our 2010 construction plan. We intend to finance our 2010 capital expenditures primarily through a combination of construction loans, ARRA grants and long-term project financing. We intend to use approximately $             million of the net proceeds from this offering to fund a portion of our capital expenditures for 2010-2013. See "Use of Proceeds."

Sources of Liquidity

        We expect the principal sources of liquidity for our future operating and capital expenditures to be derived from:

•

existing and new debt financings;

•

existing and new tax equity financings;

•

existing and new equity capital, including the proceeds from this offering;

•

U.S. Treasury grants for projects placed in construction before 2010 and in service before 2013; and

•

cash flow from operations, including customer prepayments.

        However, there can be no assurance that any additional financing will be available or, if such financing is available, that it will be available on terms acceptable to us. Moreover, additional funds may be necessary sooner than we currently anticipate in the event of changes to development schedules, increases in development costs, unanticipated prepayments to vendors or other unanticipated expenses. If we are unable to complete the types of transactions described above, raise additional capital or generate sufficient operating cash flow, we could default under our lending agreements or be required to delay development and construction of our wind energy projects, reduce overhead costs, reduce the scope of our projects or abandon or sell some or all of our development projects, all of which could adversely affect our business, financial position and results of operations.

Debt

        Borrowings under each of our turbine supply and construction loans are typically secured by a lien on the assets of the wind energy project to which they relate. Borrowings under our term loans are typically secured by a lien on the assets of the wind energy project to which they relate and a pledge of membership interests of our related project subsidiary. Our loan agreements generally contain covenants, including, among others, limitations on the use of proceeds and restrictions on indebtedness, liens, asset sales, dividends and distributions, investments, transactions with affiliates, transfers of ownership interests and certain changes in business. These covenants limit our subsidiaries' ability to pay us dividends or make loans or advances to us. We were in compliance with the covenants in each of our loan agreements as of June 30, 2010.

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        Our outstanding debt as of December 31, 2009 and June 30, 2010 was as follows (dollars in thousands):

		Interest rate at June 30, 2010		Final Maturity			Balance at December 31, 2009			Balance at June 30, 2010
Turbine Supply Loan
	Wind Acquisition Loan		5.10%		2011	(1)	$	197,868		$	128,700
	Wind Acquisition IV Loan		5.10%		2011			43,064			43,064
Construction Loans
	Milford I		N/A		2010			146,002			—
	Stetson II		N/A		2010			2,197			—
Term Loans
	North Shore Note		N/A		2010			7,200			—
	Maine Wind Loan		3.33%		2022			14,197			12,858
	New York Wind Loan		4.54%		2012			50,000			42,003
	CSSW Loan		14.00%		2018			122,021			144,609
	Stetson Holdings Loan		4.00%		2016			68,000			62,854
	First Wind Term Loan		17.00%		2013			—			77,320
Other
	Construction equipment loan		7.65%		2013			4,944			4,522
	Vehicle loans		0.00%-11.28%		2010-2014			840			963
Gross Indebtedness								656,333			516,893
Unamortized Discount								(24,287	)		(21,555	)
Carrying Value								632,046			495,338
Debt with maturities less than one year								109,238			184,052
Total long-term debt							$	522,808		$	311,286

(1)

The June 30, 2010 balance of $128.7 million is payable as follows: September 2010—$10.4 million, January 2011—$71.9 million, April 2011—$16.2 million, May 2011—$12.8 million and June 2011—$17.4 million.

        From January 1, 2010 through July 31, 2010, we completed the following debt transactions:

•

Kahuku.  In July 2010, our Kahuku Wind Power, LLC subsidiary entered into a $117.3 million construction and term loan facility (Kahuku Loan) guaranteed by the U.S. Department of Energy (DOE). The Kahuku Loan is secured by the Kahuku project and all of its assets. The DOE also has a $10 million guarantee from First Wind Holdings, LLC and an $8 million project completion letter of credit. Principal repayment will begin in March 2012 and the Kahuku Loan will mature in June 2028. As of July 31, 2010, total principal outstanding under the Kahuku Loan was approximately $48 million, which accrues interest at a rate of 3.179% per annum.

•

Wind Acquisition Loan.  In June 2010, we extended the maturity of approximately $77.6 million due under our Wind Acquisition Loan to January 15, 2011, with a scheduled principal payment of approximately $10.4 million in September 2010.

•

First Wind Holdings, LLC.  In March 2010, First Wind Holdings, LLC completed a $77.3 million term loan financing and also entered into a $50.0 million letter of credit facility. We used approximately $61.0 million of the proceeds from the First Wind Term Loan to partially repay the Wind Acquisition Loan turbine supply loan maturing on June 30, 2010. This partial repayment resulted in First Wind Holdings, LLC's being released from its guarantee of this indebtedness.

•

Wind Acquisition and Wind Acquisition IV Loans.  In March 2010, we amended our Wind Acquisition Loan and Wind Acquisition IV Loan turbine supply loans. This amendment

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extended the maturities of approximately $96.2 million outstanding under these loans (Wind Acquisition Loan—$53.1 million, Wind Acquisition IV Loan—$43.1 million) from June 2010 to June 2011.

•

Milford Construction Loan.  In February 2010, we repaid the Milford I Construction Loan as further described below.

•

North Shore Note.  In March 2010, we repaid the North Shore Note.

        During the year ended December 31, 2009, we completed the following debt financing transactions, which, along with others, are more fully described in Note 6 to our consolidated financial statements appearing elsewhere herein:

•

Stetson Holdings, LLC.  In December 2009, Stetson Holdings, LLC entered into a $116.3 million loan facility for our Stetson I and Stetson II projects with BNP Paribas and HSH. This facility, which matures in 2016, provides a $71.0 million term loan for both the Stetson I and Stetson II projects as well as an additional $18.6 million grant bridge loan for the Stetson II project that was repaid from grant proceeds in June 2010. The facility also includes a letter of credit facility of $26.7 million. Interest is payable semi-annually at LIBOR plus 3.25% for the first three years and then increases to LIBOR plus 3.50%. We used substantially all of the proceeds of this loan to repay indebtedness previously outstanding that was secured by our Stetson I project.

•

CSSW Loan.  During July and September 2009, we raised $115.0 million in loans from affiliates of Alberta Investment Management Corporation (AIMCO) to CSSW, LLC, a newly-formed subsidiary that owns our Cohocton I, Stetson I and Steel Winds I operating projects, and through the issuance of Series A-2 units in First Wind Holdings, LLC to AIMCO. The CSSW indebtedness matures in January 2018, and bears interest annually at a rate of 12% if we elect to pay cash interest or 14% if we elect to pay interest in kind. The CSSW loan was amended and restated on December 22, 2009 to add Stetson II to the collateral for that loan.

•

Milford I Construction Loan.  In April 2009, our Milford Wind Corridor Phase I, LLC subsidiary entered into a $376.4 million, non-recourse secured credit agreement with a syndicate of 11 banks led by Royal Bank of Scotland Plc. We used the proceeds of this loan to repay approximately $65.2 million then outstanding under our Wind Acquisition Loan, approximately $95.2 million then outstanding under our Wind Acquisition IV Loan and approximately $10.7 million to repay deferred amounts due to the design-builder under the balance of plant construction contract for our Milford I project. As of December 31, 2009, approximately $146.0 million was outstanding under the Milford I construction loan. This construction loan was fully repaid in the first quarter of 2010 with a combination of proceeds of our Milford I tax equity financing (as described below), SCPPA's prepayment for energy and an ARRA grant.

•

New York Wind Loan.  In March 2009, our New York Wind subsidiary borrowed $95.5 million under a 364-day, non-recourse term loan facility with Norddeutsche Landesbank Girozentrale, New York Branch, and HSH, and obtained a letter-of-credit facility of up to $10 million. Proceeds of the loan facility were used to repay $95.5 million of turbine supply loans then outstanding. We repaid approximately $22.3 million of this loan in November 2009 and approximately $20.6 million in December 2009 with a portion of proceeds from an ARRA grant. Additionally, we repaid approximately $1.7 million in December 2009 as part of our scheduled principal payments. On December 28, 2009, we amended the New York Wind Loan to extend its maturity to June 30, 2012.

Letters of Credit

        After we enter into a contract, including financial swaps, PPAs and/or REC sales contracts (collectively, revenue contracts) to hedge the cash flows we expect to receive from a project, to the extent market prices fluctuate above the contract price, we may be required to post collateral in favor

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of our counterparty. We typically provide letters of credit for this purpose, but if we do not have available capacity under our letter of credit facilities, we post cash (from cash on hand, subject to availability at First Wind Holdings, LLC or the applicable project). The table below summarizes letter-of-credit availability at the project level relating to the revenue contracts under which we may be required to post collateral, and letter-of-credit availability at the holding company level as of December 31, 2009:

		Availability at December 31, 2009
		(in thousands)
Letter of Credit Facility
	Mars Hill	$	6,448
	KWP	$	586
	Steel Winds	$	200
	Stetson	$	11,900
	Cohocton	$	1,658
	First Wind Holdings, LLC	$	8,242

        As of December 31, 2009, a one standard deviation increase in market prices would not have required us to post collateral under our financial swaps. However, if market electricity prices rise substantially above the levels we anticipate when we enter into revenue contracts, we cannot be sure that we would have sufficient letter-of-credit availability or cash to satisfy the collateral requirements under our outstanding revenue contracts. This could lead to the unwinding of one or more revenue contracts, with the result that the corresponding cash flows would be unhedged and exposed to market fluctuations and we would owe liabilities to our counterparties. On March 23, 2010, we entered into a $50 million, two-year letter of credit facility, which provides $35.0 million of incremental letter of credit capacity to use as collateral and for other uses.

Tax Equity Financing

        We have sold equity interests in certain of our operating projects under tax equity financing arrangements. These financing arrangements entitle the tax equity investors to most of the operating cash flows and substantially all of the production tax credits and taxable income or loss generated by the project, including the tax benefits of accelerated five-year depreciation available under the Modified Accelerated Cost Recovery System (MACRS), until the tax equity investors achieve their targeted investment returns and return of capital, which we typically expect to occur in 10 years. As illustrated in the table below, following achievement of the targeted investment return (typically 8%–9%), the allocation of the project's operating cash flows, production tax credits (PTCs) and taxable income or loss "flips" or reverses from our tax equity investors to us so that we receive substantially all of the project's operating cash flows, PTCs and taxable income or loss from that point forward. If the project outperforms expectations, the flip will occur sooner and if a project underperforms, it will take longer for the flip to occur. Upon the tax equity investors' achieving their targeted investment returns, we have the option to acquire their equity interests, typically representing 5% to 10% of the project's allocations of profits and losses and distributable cash, at the higher of their capital account balance and the then-current fair market value of their interest. We retain controlling interests in the subsidiaries that own the projects and, therefore, will continue to consolidate these subsidiaries. The terms of our tax equity financing arrangements also include restrictions on the transfer of assets from the relevant subsidiary without the consent of the tax equity investors.

        Although the economic terms of each tax equity financing vary substantially, the following table provides an illustration of an allocation to tax equity investors of cash distributions, PTCs and taxable income or loss that may characterize a tax equity financing. The column titled "Cash Distributions" reflects the apportionment of operating cash flows; the column titled "PTCs" reflects the allocation of production tax credits for U.S. federal income tax purposes; and the column titled "Taxable Income or Loss" reflects the allocation of taxable income or loss for U.S. federal income tax purposes. So long as

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ARRA grants are available, we would not expect to realize PTC benefits through tax equity transactions.

	Cash Distributions						PTCs(1)						Taxable Income or Loss
	Project Owner			Tax Equity Investors			Project Owner			Tax Equity Investors			Project Owner			Tax Equity Investors
Year 1 to flip date(2)		30	%		70	%		1	%		99	%		1	%		99	%
Thereafter		95	%		5	%		95	%		5	%		95	%		5	%

(1)

PTCs lapse after ten years of commercial operations and the assets are generally fully depreciated five years after commercial operations commence.

(2)

Actual flip dates, as discussed above, vary and depend on the date the tax equity investors earn the agreed upon targeted investment return.

        During 2007, we completed two tax equity financings and received approximately $146.3 million in aggregate up-front payments in exchange for equity interests in our subsidiaries that own our KWP I and Mars Hill projects.

        On January 31, 2008, we executed an agreement for $208 million of tax equity financing related to a portfolio of our New York projects (Steel Winds I, Cohocton I and Prattsburgh I). In August 2008, $19.7 million was funded under this agreement with respect to our Steel Winds I project. Funding under the agreement was scheduled to occur in tranches upon commencement of commercial operations of each applicable project and the satisfaction of certain other conditions precedent. Our counterparty in this tax equity financing was an indirect subsidiary of Lehman Brothers Holdings, Inc., which filed for bankruptcy on September 15, 2008. On September 16, 2009, we repurchased the tax equity investor's interest in Steel Winds I for $4.5 million and terminated the agreement and such tax equity investor's remaining funding obligations.

        On September 28, 2009, we entered into an agreement with Stanton Equity Trading Delaware LLC, an affiliate of Credit Suisse, for the sale of certain equity interests with respect to our Milford I project, a 204 MW wind energy project in Utah. We used proceeds from this tax equity financing, along with SCPPA's prepayment for energy, to repay our Milford I construction loan in the fourth quarter of 2009 and the first quarter of 2010.

U.S. Treasury Grants

        On September 4, 2009, we received a cash grant for our Stetson I project of approximately $40.4 million under the ARRA. We used approximately $17.5 million of the proceeds of the ARRA grant to partially repay the Evergreen Wind Power V Loan, and the remaining proceeds for general corporate purposes. On September 4, 2009, we also received cash grants of approximately $74.5 million for our Cohocton project under the ARRA. We used approximately $44.6 million of the proceeds of the ARRA grant to partially repay the New York Wind Loan. On March 23, 2010, we received an ARRA grant of approximately $120 million for our Milford I project and used the proceeds to repay a portion of our tax equity financing related to our Milford I project of approximately the same amount. On June 2, 2010, we received an ARRA grant of approximately $19.3 million for our Stetson II project and used approximately $14.1 million of these proceeds to repay the then-outstanding grant bridge loan portion of the Stetson construction and term loan facility (Stetson Holdings Loan).

Customer Prepayments

        In February 2010, we received an approximately $232 million prepayment for energy under the PPA for our Milford I project. This prepayment was recorded as deferred revenue and will be recognized as energy is generated based on the price specified in the PPA. We are contractually obligated to deliver a minimum amount of energy for 20 years in connection with this prepayment. In the event that we do not deliver the contractually specified minimum amount of energy, we may be required to purchase and deliver replacement energy. We used approximately $155 million to repay the balance of the Milford I construction loan and the rest of this prepayment was used for general corporate purposes.

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Cash Flows

        The following table summarizes our cash flows for the periods indicated (in thousands):

		Year Ended December 31,									Six Months Ended June 30,
		2007			2008			2009			2009			2010
											(unaudited)			(unaudited)
Net cash provided by (used in)
	Operating activities	$	(26,370	)	$	(41,589	)	$	(54,478	)	$	(23,590	)	$	217,032
	Investing activities		(334,007	)		(477,268	)		(253,533	)		(116,745	)		(37,081	)
	Financing activities		358,107			556,059			298,749			113,939			(167,344	)
Net increase (decrease) in cash and cash equivalents		$	(2,270	)	$	37,202		$	(9,262	)	$	(26,396	)	$	12,607

        Operating activities.    Net cash provided by operating activities during the six months ended June 30, 2010, was $217.0 million, compared with a net use of cash of $23.6 million during the same period in 2009. This increase was due primarily to receipt of a prepayment for energy for our Milford I project of $232 million, offset by the factors discussed for the results of operations for the six months ended June 30, 2010.

        Net cash used in operating activities during 2009 was $54.5 million, compared with $41.6 million during 2008. This decrease was due primarily to the factors discussed for the results of operations for 2009, coupled with increases due to timing of payments of invoices.

        Net cash used in operating activities during 2008 was $41.6 million, compared with $26.4 million during 2007. This increase was due primarily to the increases in development and general and administrative expenses previously discussed offset by timing of payments of invoices.

        Investing activities.    Net cash used in investing activities during the six months ended June 30, 2010, was $37.1 million, compared with $116.7 million during the same period in 2009. This decrease was primarily the result of timing of construction and turbine procurement activities, with Stetson II under construction in 2010 and Cohocton I and Stetson I under construction in 2009. In 2010, approximately $18.6 million of capital expenditures were paid from directly-related debt facilities, compared with $177.2 million of payments for capital expenditures from construction loans and turbines from turbine supply loans in 2009. These payments are excluded from investing cash flow amounts.

        Net cash used in investing activities during 2009 was $253.5 million, compared with $477.3 million during 2008. This decrease was primarily the result of increases in turbine deposits along with construction expenditures related to Cohocton I, Stetson I and Milford I in 2008 that were financed with equity capital. In 2009, approximately $259.3 million of turbine costs for various projects and construction-related costs for Milford I were paid from directly-related debt facilities and are excluded from the 2009 investing cash flow amount. Net cash used in investing activities in 2009 also includes a $44.5 million increase in restricted cash for various operating and contingency reserves required to be held at our projects under debt agreements or other contracts.

        Net cash used in investing activities during 2008 was $477.3 million, compared with $334.0 million during 2007. This increase was primarily the result of increases in turbine deposits along with construction expenditures related to Cohocton I, Stetson I and Milford I.

        Financing activities.    Net cash used in financing activities during the six months ended June 30, 2010, was $167.3 million, compared with $113.9 million of net cash provided during same period in 2009. Financing activities during the six months ended June 30, 2010, consisted primarily

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of: (i) $85.9 million of net proceeds from borrowings and (ii) $139.2 million of U.S. Treasury grant proceeds, offset by repayments of borrowings of approximately $381.1 million, including a $120.0 million payment for a portion of our tax equity financing related to our Milford I project with the U.S. Treasury grant proceeds. Cash used in financing activities in 2010 also includes a $4.0 million payment made to repurchase a portion of an investor's interest in our Milford I project, along with a $4.5 million payment made to a member of First Wind Holdings, LLC under a unit redemption agreement.

        Net cash provided by financing activities during 2009 was $298.7 million, compared with $556.1 million during 2008. 2009 financing activities consisted primarily of net proceeds of: (i) $140 million received from our Sponsors in connection with refinancing certain of our indebtedness, (ii) $115 million of U.S. Treasury grant proceeds, and (iii) net proceeds of approximately $96.8 million from tax equity financings offset by net repayments of indebtedness of approximately $66.0 million ($607.4 million of proceeds net of $673.4 million of repayments) and the repurchase of a tax equity investor's interest in our Steel Winds I project for $4.5 million.

        Net cash provided by financing activities during 2008 was $556.1 million, compared with $358.1 million during 2007. 2008 financing activities consisted primarily of net proceeds of $496.7 million received from our sponsors in connection with refinancing certain of our indebtedness along with net proceeds of approximately $56.9 million from borrowings ($371.8 million of proceeds net of $314.9 million of repayments) and $17.9 million from tax equity financings, offset by approximately $15.4 million of distributions in respect of equity interests.

Contractual Obligations

        As of December 31, 2009, we had the following contractual obligations (in thousands):

		Payments Due by Period
		Remaining Total		2010		2011-2012		2013-2014		Thereafter
Purchase obligations(1)		$	40,214	$	40,214	$	—	$	—	$	—
Debt(2)			656,333		255,240		162,677		76,196		162,220
Estimated interest payments on long-term debt(3)			124,368		30,089		36,865		23,983		33,431
Operating leases			68,964		5,189		12,674		7,434		43,667
	Total(4)	$	889,879	$	365,811	$	239,515	$	45,235	$	239,318

(1)

In November 2009, we renegotiated our turbine supply agreements with Clipper in order to convert our firm purchase commitments into rights to purchase turbines, and we extended the delivery schedule for our existing orders. These agreements provide us with the right, but not the obligation, to acquire Clipper Liberty turbines representing 633 MW of capacity for installation over the period from 2011 to 2015. We have already paid approximately $70 million in deposits and progress payments for these turbines and intend to pay approximately $30 million more in deposits and progress payments by January 15, 2011. If we decide not to purchase any additional turbines from Clipper, we will forfeit the pro rata portion of these deposits and progress payments corresponding to the schedule of future turbine purchases: $38.6 million for turbines scheduled to be purchased in 2011, $17.9 million in 2012, $10.7 million in 2013, $13.4 million in 2014 and $8.9 million in 2015. Through June 2010, we paid Clipper $11.0 million with respect to these obligations.

(2)

Reflects the effects of amendments and other debt-related transactions through June 30, 2010.

(3)

Estimated interest payments are based on the assumption that we will pay accrued interest on the CSSW loan compared with electing to pay interest in kind. Interest rates relating to the individual debt facilities are based on the one-month LIBOR as of December 31, 2009. Interest rate on the interest swaps are based on the three-month LIBOR as of December 31, 2009 and assume a forward rate curve.

(4)

Distributions to our tax equity investors under our tax equity financing arrangements and to holders of Series B Membership Interests pursuant to our tax receivable agreement are unquantifiable future commitments and are, therefore,

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excluded from our contractual obligations. For additional information, see "The Reorganization and Our Holding Company Structure—Tax Receivable Agreement."

Critical Accounting Policies and Estimates

        Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP. In applying these critical accounting policies, our management uses its judgment to determine the appropriate assumptions to be used in making certain estimates. These estimates are based on management's experience, the terms of existing contracts, management's observance of trends in the wind energy industry, information provided by our customers and information available to management from other outside sources, as appropriate. These estimates are subject to an inherent degree of uncertainty.

        We use estimates, assumptions and judgments for such items as the depreciable lives of property, plant and equipment, amortization periods for identifiable intangible assets, valuation of long term swap contracts, asset retirement obligations and assumptions for share-based payments, testing long-lived intangible assets for impairment and to determine their fair value if impaired. These estimates, assumptions and judgments are derived and continually evaluated based on available information, experience and various assumptions we believe to be reasonable under the circumstances. To the extent these estimates are materially incorrect and need to be revised, our operating results may be materially adversely affected.

        Our critical accounting policies include:

Revenue Recognition

        We currently earn revenue from two primary sources: (1) the sale of electricity and (2) the sale of RECs. We recognize revenues from the sale of electricity under long-term PPAs based upon the output delivered at rates specified under the contracts. We recognize revenues from the sale of RECs based upon the rates specified under the contracts. We defer recognition of revenue in instances when not all criteria to recognize revenue have been met.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost (net of any U.S. Treasury grant amount received), less accumulated depreciation. Renewals and betterments that increase the useful lives of the assets are capitalized. Repairs and maintenance expenditures that increase the efficiency of the assets are expensed as incurred. Wind energy project equipment and related assets are depreciated over their estimated useful life on a straight-line basis over 20 years. Other non-wind-energy-project-related property, plant and equipment are depreciated over their estimated useful lives on a straight-line basis ranging from three to seven years.

        Construction-in-progress payments, turbine deposits and turbines, insurance, interest and other costs related to construction activities are capitalized. Construction in progress is reclassified to other balances within property, plant and equipment and depreciation is begun as each project commences commercial operations.

        Many of our construction and equipment procurement agreements contain damage clauses relating to construction delays and contractually specified performance targets. These clauses cover a portion of the lost margin or revenues from the wind energy project's failure to operate when targeted or to perform as guaranteed. Payments received pursuant to these clauses are recorded as a reduction of construction-in-progress.

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Project Development Costs

        We capitalize project development costs as construction in progress once management deems a project probable of being technically, commercially and financially viable. This determination generally occurs in tandem with management's determination that a project should be classified as a Tier 1 development project. See "Business—How We Classify Our Projects."

Impairment of Long-lived Assets

        Long-lived assets primarily include property, plant and equipment. We review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flows to the recorded value of the asset. If there is indication of impairment, the asset is written down to its estimated fair value based on a discounted cash flow analysis. Determining the fair value of long-lived assets entails management's exercise of judgment, and different judgments could yield different results.

Derivative Financial Instruments, Risk Management Activities and Fair Value Measurements

        We employ derivative financial instruments to manage our exposure to fluctuations in commodity prices and interest rates. These derivative financial instruments are recorded in the consolidated balance sheets at their respective fair values.

        Accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. We have not formally documented or designated our derivative financial instruments as hedges; therefore, we do not apply hedge accounting to these instruments. Accordingly, these instruments have been marked to market through earnings.

        We determine fair value of commodity price and interest rate swap agreements based on quoted prices when available or through the use of alternative approaches when market quotes are not readily accessible or available. Valuation techniques for fair value are based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our best estimate, considering all relevant information. These valuation techniques involve management estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors. The fair value hierarchy of our inputs used to measure the fair value of our assets and liabilities consists of three levels:

•

Level 1—Quoted prices for identical instruments in active markets.

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the asset or liability. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

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Tax Equity Transactions

        We account for noncontrolling interests in projects where we have entered into our tax equity financings using a balance sheet methodology. Under this methodology, the amount reported as a noncontrolling interest in our consolidated balance sheet represents the amount the tax equity investors would receive, at each balance sheet date, if the net assets of the projects subject to the financing were liquidated at the values reflected on our balance sheet. We recognize periodic changes in the noncontrolling interest balance as an allocation of the periodic operating results to the noncontrolling interest in the statement of operations. We evaluate each transaction that gives rise to a noncontrolling interest to determine whether this balance sheet methodology is appropriate for the facts and circumstances of the transaction. It is possible that future transactions could be accounted for differently.

Quantitative and Qualitative Disclosure about Market Risk

        We have significant exposure to market interest rates and commodity prices, as described below. To mitigate these market risks, we have entered into multiple financial interest rate and commodity hedges. We have not applied hedge accounting treatment to our financial hedging activities, therefore we are required to mark our financial hedges to market through earnings on a periodic basis, which may result in non-cash adjustments to and volatility in our earnings, in addition to potential cash settlements for any losses.

Interest Rate Risk

        We are exposed to fluctuations in interest rates, as substantially all of our outstanding debt obligations carry variable interest rates, principally indexed to LIBOR. In order to mitigate this risk, we employ financial instruments to manage our exposure to fluctuations in interest rates, including using interest rate swap agreements to effectively convert our anticipated cash payments under our variable-rate financings to a fixed-rate basis. These agreements involve the receipt of variable payments in exchange for fixed payments over the term of the agreements without the exchange of the underlying principal amounts.

        As of June 30, 2010, we had total debt of approximately $516.9 million, of which approximately $227.3 million represents fixed-rate debt and is, therefore, not subject to interest rate fluctuation risk. However, the balance of approximately $289.6 million is currently at floating rates, which exposes us to changes in interest rates. We have entered into several interest rate swap and cap agreements to mitigate such risk. The detrimental effect on cash interest payments through June 30, 2011 of a hypothetical 100 basis point increase in interest rates, net of the offsetting effect on the cash settlements for the interest rate hedges, would be approximately $2.1 million. In addition, a 100 basis point increase in interest rates would produce a mark-to-market gain of approximately $1.9 million for the existing interest rate hedges that we expect to remain outstanding through June 30, 2011.

Commodity Price Risk

        Our ownership and operation of projects exposes us to volatility in market prices of electricity and RECs.

        In an effort to stabilize our revenue from electricity sales, we evaluate the electricity sale options for each of our development projects, including the appropriateness of entering into a PPA or a financial swap, or both. If we sell our electricity into an ISO market and no PPA is available, we may enter into a financial swap to stabilize all or a portion of our estimated revenue stream. Under the terms of our existing financial swaps, we are not obligated to physically deliver or purchase electricity. Instead, we receive payments for specified quantities of electricity based on a fixed price and are obligated to pay our counterparty the market price for the same quantities of electricity. These

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financial swaps cover quantities of electricity that we estimate we are highly likely to produce. As a result, gains or losses under the financial swaps are designed to be offset by decreases or increases in our revenues from spot sales of electricity in liquid ISO markets. However, the actual amount of electricity we generate from operations may be materially different from our estimates for a variety of reasons, including variable wind conditions and turbine availability. If a project does not generate the volume of electricity covered by the associated swap contract, we could incur significant losses if electricity prices in the market rise substantially above the fixed price provided for in the swap. If a project generates more electricity than is contracted in the swap, the excess production will not be hedged and the revenues we derive will be exposed to market price fluctuations.

        We enter into PPAs when we sell our electricity into non-ISO markets or where we believe it is otherwise advisable. Under a PPA, we contract to sell all or a fixed proportion of the electricity generated by one of our projects, sometimes bundled with RECs and capacity, to a customer, often a utility. We do this to stabilize our revenues from that project. We are exposed to the risk that the customer will fail to perform under a PPA, with the result that we will have to sell our electricity at the market price, which could be disadvantageous. We also in some instances commit to sell minimum levels of generation. If the project generates less than the committed volumes, we may be required to buy the shortfall of electricity production on the open market, which could be costly, or make payments of liquidated damages.

        We often seek to sell forward a portion of our RECs to fix the revenues from those attributes and hedge against future declines in prices of RECs. If our projects do not generate the amount of electricity required to earn the RECs sold forward or if for any reason the electricity we generate does not produce RECs for a particular state, we may be required to buy the shortfall of RECs on the open market or pay liquidated damages. Further, current market conditions may limit our ability to hedge sufficient volumes of our anticipated RECs, leaving us exposed to the risk of falling prices for RECs. Future prices for RECs are also subject to the risk that regulatory changes will adversely affect prices.

        We would also incur financial losses as a result of adverse changes in the mark-to-market values of the financial swaps or if the counterparty fails to make payments. We could also experience a reduction in operating cash flow if we are required to post margin in the form of cash collateral. We have been required in the past and may be required in the future to post cash collateral or issue letters of credit, for our obligations under some of our hedging arrangements, if market commodity prices rise above the contract prices. These actions reduce our available borrowing capacity under the credit agreements under which these letters of credit are issued.

        We measure the sensitivity of the fair value of our financial hedges to potential changes in commodity prices using a mark-to-market analysis based on the current forward commodity prices and estimates of the price volatility. We estimate that a one standard deviation move in the fair value of our commodity swap positions from June 30, 2010 to September 30, 2010 would result in approximately $17 million of gain or loss, depending on the direction of the movement in the underlying commodity prices, for the existing positions that will be outstanding as of September 30, 2010. An increase in energy forward prices will produce a mark-to-market loss, while a decrease in prices will result in a mark-to-market gain.

Counterparty Risk

        Our hedges expose us to counterparty credit risk, which is the risk that our counterparties may fail to fulfill their payment and other obligations under the contractual terms of our hedges. We seek to manage counterparty credit risk by assessing and monitoring the credit standing of the existing and potential counterparties and by either entering into hedges with creditworthy entities or obtaining adequate credit support, but these efforts may not be sufficient to limit our exposure and potential for loss.

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INDUSTRY

Overview

        Wind energy has been one of the most rapidly growing renewable energy sources in the United States since 2000. According to the American Wind Energy Association (AWEA), wind energy capacity in the United States grew at a compound annual growth rate (CAGR) of 34% from 2000 through 2009. The Energy Information Administration (EIA) also indicates that wind energy was the fastest growing source of new electricity supply in the U.S. electrical generation market from 2000 through 2009. This has largely been due to wind energy's increased competitiveness, advances in wind turbine technology, growing support for renewable energy sources and the advantages of wind energy over many other renewable energy sources.

        According to the Global Wind Energy Council (GWEC), the United States experienced the largest annual increases in cumulative installed wind capacity in the world between 2005 and 2007. There was further growth from 2007 to 2009, with U.S. cumulative installed wind capacity increasing at a CAGR of 45% from 16.8 GW to 35.2 GW, according to AWEA. Furthermore, while in the midst of the recent global economic downturn, the U.S. wind industry succeeded in installing almost 10 GW of new wind energy capacity in 2009 according to AWEA. New installed capacity additions slowed in the first half of 2010. Capacity of 1.2 GW was added, bringing total wind capacity in the United States to over 36.3 GW, according to AWEA.

        As the worldwide demand for wind energy has increased over the past several decades, economies of scale and new technology have caused the installed price of wind energy to fall more than 80% over the past 20 years, according to AWEA. As a result of wind power's increased cost competitiveness compared with other renewable technologies, wind power contributed 39% of all new U.S. electric generating capacity in 2009, according to the U.S. Department of Energy (DOE), making it five consecutive years that wind power represented the second-largest new resource added to the U.S. electrical grid as measured by nameplate capacity. The growth in U.S. demand for renewable energy has been driven by a number of factors including concerns about energy independence, environmental and climate change concerns, a desire for lower exposure to fuel cost volatility and more recently a desire for economic development.

        Many states have requirements that their energy supply consist of a specified portion of renewable energy. RPS have been enacted in 29 states and the District of Columbia and typically call for an increasing percentage of renewable energy over time. Because the state-level programs vary so much, we focus on those sub-markets within the United States that have the highest renewable energy requirements and the least access to new supply. For example, in the Northeast and California, two of our target markets there are RPS targets of between 15% and 40% by 2013 to 2020 and 33% by 2020, respectively. In June 2009, Hawaii, the third region where we operate and where we have the largest utility-scale wind energy project in the state, increased its RPS target to 40% by 2030, making it one of the highest state renewable mandates, in terms of stated percentage, in the United States, according to IHS EER. We believe that the increasing cost competitiveness of wind energy and the growing state-level demand for renewable energy provides the potential for long-term growth of our industry.

Installed Wind Capacity

        Despite its rapid growth, wind energy capacity in the United States remains a small proportion of all electrical generation. Wind energy represented only 1.8% of total U.S. electricity production in 2009 and is expected to comprise only 4.1% of total U.S. electricity production in 2035, based on data from EIA. This represents a small portion compared with the percentage of electricity produced in 2009 by wind energy in Denmark, Spain and Germany, of approximately 20%, 14% and 8%, respectively, based on data from the DOE. Based on wind energy's relatively small portion of the U.S. electricity production portfolio, we believe that substantial growth potential in wind energy development remains.

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        Based on data provided by IHS EER, and as reflected in the chart below, installed wind capacity in the United States is expected to increase at a CAGR of 19% from 2009 through 2013, reaching approximately 70.5 GW in 2013.

Installed Wind Capacity (GW)

Source: Historical figures based on AWEA 2009 report and projected figures based on IHS EER data as of May 2010.

Drivers of U.S. Wind Energy Growth

        Wind energy is a key component of the renewable energy strategy of the United States. AWEA estimates new wind projects completed in 2009 accounted for approximately 39% of the entire new power-producing capacity added in the United States. We believe the following factors are the main drivers of growth of wind energy in the United States:

Improvements in Wind Technologies and Cost Reductions

        Wind turbine technology has evolved significantly over the last 20 years and we expect improved efficiencies to continue in the future as turbines become larger and more advanced. According to AWEA, the average size of installed wind turbines increased from 0.7 MW in 1998–1999 to 1.7 MW in 2009. AWEA further indicates that the cost of electricity generation from utility-scale wind systems has dropped more than 80% over the last 20 years as a result of technological advances, including:

•

advances in wind turbine blade aerodynamics and development of variable speed generators to improve conversion of wind power to electricity over a range of wind speeds, resulting in higher capacity factors and increased capacity per turbine;

•

advances in remote operation and monitoring systems;

•

improved wind monitoring and forecasting tools, allowing more accurate prediction of wind power output and availability and better system management and reliability; and

•

advances in turbine maintenance, resulting in increased turbine lives.

        These technological improvements have decreased the cost of wind generation and increased the scalability of wind energy projects, increasing the amount of overall generation with fewer turbines. We expect wind turbine cost reductions and efficiency improvements to continue.

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        Set forth below is a chart with comparative cost information for electric power generation.

Comparative Cost of Electric Power Generation

Source:

"Levelized Cost of Energy Analysis—Version 3.0," website http://blog.cleanenergy.org/files/2009/04/lazard2009_levelizedcostofenergy.pdf, February 2009.

Note:

For each generation source, cost is calculated by taking the midpoint of the range of Lazard estimates. Reflects PTC, ITC and accelerated asset depreciation, as applicable. Assumes 2008 dollars, 20-year economic life, 40% tax rate and 5-20 year tax life. Assumes 30% debt at 8.0% interest rate, 40% tax equity at 8.5% cost and 30% common equity at 12% cost for Alternative Energy generation technologies. Assumes 60% debt at 8.0% interest rate and 40% equity at 12% cost for conventional generation technologies. Assumes coal price of $2.50 per MMBtu and natural gas price of $8.00 per MMBtu.

Climate Change and Environmental Concerns

        The concerns about global warming caused by greenhouse gas emissions have also contributed to the growth of the wind energy industry. According to the Intergovernmental Panel on Climate Change Fourth Assessment Report, the eleven years between 1995 and 2006 ranked among the warmest since 1850. Awareness in the United States of climate change and the related effects of greenhouse gas emissions has resulted in increased demand for emissions-free energy generation. On December 7, 2009, the U.S. Environmental Protection Agency (EPA) stated that there is compelling scientific evidence that global warming caused by emission of greenhouse gases endangers Americans' health, and subsequently promulgated regulations governing greenhouse gas emissions from motor vehicles and certain stationary sources. Beginning in 2011, greenhouse gas emissions from large stationary sources, including power plants and factories, will be subject to permitting requirements under the federal Clean Air Act for the first time.

        On July 6, 2010 the EPA proposed a rule that would help states reduce air pollution and attain clean air standards (the Transport Rule). The Transport Rule would require 31 states and the District of Columbia to significantly reduce power plant emissions that contribute to ozone and fine particle pollution in other states and would replace the EPA's 2005 Clean Air Interstate Rule (CAIR). The Transport rule could increase the cost of traditional fossil fuel energy generation, making alternative energy sources more cost competitive.

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        Set forth below is a chart showing the levels of carbon dioxide emissions of various countries.

Total Carbon Dioxide Emissions from the Consumption of Energy in 2008
(Million metric tons carbon dioxide)

Source: Energy Information Administration (EIA), "Total Carbon Dioxide Emissions from the Consumption of Energy", website http://tonto.eia.doe.gov/ cfapps/ ipdbproject/iedindex3.cfm?tid=90&pid=44&aid=8&cid=&syid= 2008&eyid=2008&unit=MMTCD

State and Federal Government Incentives

        One of the key factors contributing to the growth of wind energy in the United States is the existence of several government incentive programs and regulatory requirements at both the state and federal levels, including:

        Renewable portfolio standards.    An RPS is a program mandating that a specified percentage of electricity sales in a state or municipality comes from renewable energy. Currently, 29 states and the District of Columbia have RPS requirements, more than double the number of states with RPS requirements six years ago. For states with increasing RPS requirements over time, renewable energy is scheduled to reach a range of 10% to 40% when the programs are fully implemented. Additionally, federal renewable portfolio requirements have from time to time been proposed in the U.S. Congress, although the chances of enactment are highly uncertain.

        Some state RPS programs (25 such programs as of October 2009) operate in tandem with a credit trading system in which participants buy and sell RECs. A REC is a stand-alone tradable instrument representing the attributes associated with one MWh of energy produced from a qualified renewable energy source. Retail energy suppliers can meet RPS requirements by purchasing RECs from renewable energy generators, in addition to producing or acquiring the electricity from renewable sources. REC prices can represent a significant additional revenue stream for wind energy generators. In RPS states where a liquid REC market does not exist, renewable energy can be bought or sold through "bundled" PPAs, where the PPA price includes the price for renewable energy attributes. In states that do not have RPS requirements, certain entities buy RECs voluntarily. These RECs, which are called voluntary RECs, have a lower price than RECs where there are RPS requirements.

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        The basic proposed or enacted goals of each state's RPS program as of August 11, 2010 are identified in the map below:

Source:	FERC. August 11, 2010
Note:	An RPS requires a percent of an electric provider's energy sales (MWh) or installed capacity (MW) to come from renewable resources. Map percentages are final years' targets. Alaska has no RPS.

        American Recovery and Reinvestment Act of 2009 (ARRA).    The ARRA, which was enacted in February 2009, encourages the development of renewable energy projects in the near term by reducing financing costs and providing cash grants and tax incentives for renewable energy projects through 2012. The ARRA includes a three-year extension of wind PTCs through the end of 2012; the option to elect an ITC for up to 30% of a project's eligible capital costs in lieu of the PTC; and the additional option to receive the ITC as a cash grant from the U.S. Treasury in lieu of the ITC. According to the U.S. Treasury, approximately $5.1 billion of ARRA grants had been issued as of July 2010. We received approximately $115.1 million of ARRA grants for our Cohocton and Stetson I projects in September 2009, approximately $120.1 million of ARRA grants for our Milford I project in March 2010 and approximately $19.3 million of ARRA grants for our Stetson II project in June 2010.

        The DOE has loan guarantee programs under Sections 1703 and 1705 of the ARRA. These programs call for over $40 billion of DOE loan guarantees to be allocated for innovative technology authorized under the Energy Policy Act of 2005 and approximately $15 billion to be made available for commercially proven technology. In July 2010, we entered into a $117 million construction and term loan facility guaranteed by the DOE under Section 1703 of the ARRA to help finance construction of our Kahuku project in Oahu. This was the first DOE loan guarantee for a wind-energy project.

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Federal Tax Incentives

        A number of federal tax incentives encourage the development of renewable energy resources, including the following:

•

Production tax credits.  The federal PTC provides a federal tax credit of $21 per MWh for a renewable energy facility during the first ten years of its operation. This incentive currently applies to facilities that are placed in service before the end of 2012. Producers may monetize their value by entering into tax equity financing arrangements with investors. Although there can be no assurance that legislation will be enacted extending application of the PTC to projects placed in service after 2012, since 1992 the PTC has been extended and has been continuously available for wind energy projects, except for three non-consecutive periods between 1999 and 2004 when the PTC temporarily expired but was retroactively reauthorized by subsequent legislation.

•

Investment tax credits.  The federal ITC provides a federal tax credit for 30% of total eligible capital costs for a renewable energy facility following commercial operation. A wind developer may elect an ITC in place of the PTC and has the option to collect the ITC as a cash grant from the U.S. Treasury that is payable within 60 days after an application submission. Currently, wind projects must be under construction by the end of 2010 and in commercial operation by the end of 2012, in order to qualify for the grant. Congress is considering several bills that would extend the grant program in some form. We cannot predict whether or in what form an extension would take place.

•

Accelerated depreciation.  The Tax Reform Act of 1986 established Modified Accelerated Cost Recovery System (MACRS), which divides assets into classes and assigns a mandated number of years over which the assets in the class depreciate for tax purposes. Under MACRS, wind energy projects have a depreciation life of five years, which is substantially shorter than the 15 to 20-year lives of non-renewable facilities. Like PTCs, the accelerated depreciation benefit may be sold to investors.

Dependence on Foreign Energy Sources

        According to EIA, foreign imports provided 26% of the energy consumed in the United States in 2008. Many of the regions rich in energy supplies are politically unstable, raising public concern regarding the dependence of the United States on foreign energy imports and related threats to U.S. national security. We believe that wind energy, which supplied only 1.8% of the total electrical production in the United States in 2009, can help to decrease the dependence on foreign energy sources and satisfy a portion of the expected increased demand for electricity in the United States.

Obstacles for the Construction of Conventional Power Plants

        Environmental concerns have made it difficult to build new, or expand existing, fossil fuel projects. For example, according to data gathered by Sourcewatch, a collaborative encyclopedia website, only 35 of the approximately 150 coal plants proposed in the United States between 2000 and 2006 were built or under construction by the end of 2007. Nuclear energy projects have also faced significantly increasing capital costs and steep environmental hurdles, including complications relating to the disposal of spent nuclear fuel. As a result of these hurdles and complications, no new nuclear plant has been commissioned in the United States since 1979. Wind energy, in contrast, does not create solid waste by-products, emit greenhouse gases or deplete non-renewable resources, and thus is an attractive alternative to conventional power plants. According to the DOE's report "20% Wind Energy by 2030," wind energy industry experts estimate the nation has more than 8,000 GW of available land-based wind resources that can be captured economically. Based on data provided by IHS EER, we believe there will be incremental RPS demand of approximately 130 GW by 2020.

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Supply Chain Improvements in the United States

        The success of wind energy is heavily dependant on its cost-competitiveness vis-à-vis other renewable technologies and conventional fuels. The increasing importance of the U.S. wind market is causing a supply chain shift among global producers, several of whom have recently announced plans to build U.S. manufacturing capacity. Historically, global turbine manufacturers have assembled turbines abroad and imported them to the United States, a logistical challenge that has in the past contributed to turbine shortages and high prices. According to AWEA, as recently as 2005, 70% of the wind industry supply chain was sourced from foreign locations. By the end of 2009, imports of wind turbines and select components represented 40% of total equipment-related wind turbine costs, down from roughly 50% in 2008, and this trend of increased domestic turbine manufacturing is expected to continue, according to the DOE.

        The shift to domestic wind turbine manufacturing has been due largely to the desire of wind turbine manufacturers and developers to minimize delivery time and transportation costs, which can represent up to approximately 18% of the final cost of a wind project. It also reflects the growth in U.S. demand for wind turbines and government support for wind power. According to AWEA, of manufacturers with turbines installed in the United States since 2005, over 95% (measured by capacity) either operate or plan to operate turbine assembly facilities in the United States. At least 14 major wind turbine manufacturers have or have announced that they will have turbine manufacturing facilities in the United States, according to IHS EER. Furthermore, the regulatory stability of the U.S. wind market is attracting new entrants as well. This increase in local supply has primarily occurred in the last few years and resulted in underutilization of turbine manufacturing capacity as a consequence of the recent economic downturn. With turbine supply now exceeding demand, some turbine prices have decreased up to 20% from mid-2008 levels, according to IHS EER.

Key Attributes of Our Regions: Northeast, West and Hawaii

        Our projects are located in the Northeastern and Western regions of the continental United States and in Hawaii. These markets are characterized by relatively high electricity prices, a shortage of renewable energy and a favorable balance between wind resources and cost-effective sites to build. At the end of 2009, approximately 72% of installed wind capacity was outside of these markets. We believe that the combination of demand from aggressive RPS requirements, premium electricity pricing, and strong wind resources will create significant opportunities for attractive development activity.

        The key attributes of our regions are set forth below:

Among the Highest Prices in the United States

        Power and REC prices vary across regions and states. The price of electricity varies based on supply and demand dynamics, generation technology mix, costs of commodities and other inputs required to produce electricity, as well as the cost of relevant environmental laws and regulations. REC prices vary based on the relative strength of RPS programs and supply and demand dynamics. As illustrated below, we are actively developing wind energy projects to sell electricity in the five states with the highest electricity prices in the United States of those states with RPS programs.

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        The chart below contains information concerning state power prices.

State Power Prices

($/MWh)

Source:	EIA, 2009 average retail power prices by state. Data as of December 31, 2009.
Note:	Indicated fuel source reflects primary electricity price driver.

Markets with Largest Amount of Wind Energy Demand Relative to Amount in Interconnection Queue

        We target markets where there is significant demand for wind generation supported by RPS programs relative to the amount of wind generation that is in the interconnection queue. A majority of our target markets, such as the ISO-NE have RPS-driven demand for renewable energy that exceeds the supply of renewable energy currently proposed within the interconnection queue of each of those power markets. Based on IHS EER estimates highlighted in the chart below, 2020 incremental demand for renewable energy is expected to exceed the amount of supply currently in the interconnection queue by approximately 3.3 GW for New England. In addition, the amount of supply in the interconnection queue for California, is 36.8 GW and the incremental RPS demand in 2020 is 38.7 GW. IHS EER indicates that, given the significant permitting challenges, water resources limitations and near-term transmission constraints in California, it expects substantial attrition of renewable projects currently in the queue. This compares favorably with the Midwest Independent Transmission System Operator (MISO), the Electric Reliability Council of Texas (ERCOT) and the Southwest Power Pool (SPP), where the demand supported by RPS programs is much lower than the amount of wind generation in the interconnection queue.

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        The chart below presents renewable energy capacity in regional interconnection queues and the IHS EER forecasted 2015, 2020 and 2025 incremental RPS demand for those regions as of May 2010.

US Transmission Interconnection Queues by Renewables: 2015-2025
(GW)

Source: IHS EER. Since no centralized queue exists for WECC, this "queue" data was derived by IHS EER from multiple sources. "Other" includes biomass and other renewables. For ERCOT, solar capacity in the queue is included in the "Other" category. RPS demand calculations based on 30% net capacity factor conversion from MWh.

        The chart below shows 2015 RPS and available supply as estimated by IHS EER for NYISO, ISO-NE, CAISO and Hawaii under the following assumptions.

NYISO.    NYISO 2015 demand excludes Customer-Sited Tier, but includes Long Island Power Authority's targets, and NYISO supply includes NYSERDA Main Tier Solicitations and expected solicitations.

ISO-NE.    ISO-NE supply only includes qualified generation from certain renewable sources and imports.

CAISO.    The total 2015 RPS demand in CAISO is based on the 33% RPS target by 2020 using linear increases in RPS demand each year. CAISO supply includes current RPS eligible generation as well as projects under development and pending CPUC approval. IHS EER indicates that, given the significant permitting challenges, water resources limitations and near-term transmission constraints in California, it expects substantial attrition of renewable projects currently in the queue. In early 2010, California eliminated nearly 50% of the projects in the queue (mainly large-scale solar projects), which were unable to proceed. The remaining projects largely depend on the success of several key transmission projects that are currently advancing.

Hawaii.    For Hawaii, IHS EER indicates that 50% of RPS target can be filled with energy conservation and demand management through 2014, after which 100% target must be met with renewable energy sources.

Based on an assumed 30% net capacity factor, the 2015 RPS shortfall would be approximately 750 MW in NYISO, 1.8 GW in ISO-NE, 5.7 GW in CAISO (excluding projects pending approval), and 160 MW in Hawaii.

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Renewables Supply/Demand (for RPS, 2015)
(TWh)

Source: IHS EER.

Most Progressive Renewable Energy Standards

        States in our markets in the Northeast, West and Hawaii have RPS legislation that calls for approximately 53.3 GW of incremental renewable energy capacity to be built by 2020 according to data provided by IHS EER.

Northeast

        A number of states in the Northeast have progressive renewable energy programs, which have increased growth opportunities and demand for wind development. According to IHS EER, RPS-driven demand for renewable energy in New England exceeds the supply of renewable energy currently in the ISO-NE interconnection queue. This has strengthened the market for RECs. For example, Massachusetts's RPS program requires that renewable energy use increase at a rate of 0.5% per year, reaching 4% of total electrical generation within the state by 2009, subsequently increasing by 1% every year thereafter to 25% by 2030. The Massachusetts program establishes a series of alternative compliance payments that began at $50 per MWh in 2003 and are adjusted for inflation ($61 per MWh in 2009). New York's RPS program is intended to address increasing concerns about New York's dependence on fossil-fuel generation and its environmental impact. The New York program calls for an increase in renewable energy used in the state from approximately 19% in 2004 to 30% by 2015.

        Because renewable generation capacity is currently substantially below the ultimate RPS goals, significant additional renewable generation capacity must be developed within the region, particularly in the New England states, if RPS program requirements are to be met. The current RPS mandates for the New York and New England states would result in incremental RPS-driven demand of approximately 13.6 GW in 2020, based on data provided by IHS EER.

        Ten states in the Northeast and Mid-Atlantic participate in the Regional Greenhouse Gas Initiative (RGGI) to reduce greenhouse gas emissions from power plants in the participating states. The participating states have implemented a regional cap-and-trade program with a market-based emissions trading system. Under the program, participating states sell carbon dioxide emission allowances in regional auctions.

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West

        Our West markets include states with progressive RPS programs that provide support for long-term wind and other renewable energy demand. The Western states that we focus on include California, New Mexico, Arizona, Nevada, Washington and Colorado. These states have RPS programs that mandate that 15% to 33% of total electric generation come from renewable energy by 2015 to 2025, depending on the state. While these states represent our end markets, our wind projects may be built in other states and transmit power across state lines. For example, our Milford I project is located in Utah and transmits power to Los Angeles, California. In addition to RPS programs, some states have supplemental requirements related to wind energy, such as New Mexico, which has a specific requirement that a minimum of 20% of the total renewable energy generation must come from wind resources. The RPS programs and supplemental requirements in these states require additional renewable energy development in order for the RPS program requirements to be met, and thus present significant growth opportunities for wind energy development.

        While we focus on several states in the West, California has historically been and remains the key end market for the majority of our projects in this region. California may face a shortage of renewable energy supply as renewable generation capacity has not kept pace with rising demand. With one of the most progressive RPS programs in the nation, California is an attractive end market for wind energy companies. California has historically been a leader in wind development, ranking third in the United States with over 9.0 GW of installed renewable generation capacity at year-end 2008, excluding capacity from large hydro generation, according to the EIA. Early adoption of an RPS target of 20% by 2017 was a key catalyst for new wind development, while a strengthened 33% RPS finalized in 2009 will make California's RPS program one of the highest in the continental United States through 2020. Based on its unique combination of competitive electricity pricing, strong renewable energy policy and excellent wind resources, California should be one of the top five wind-power markets in the United States by 2020, according to IHS EER.

        California's RPS program currently requires 20% of retail utility power sales from investor-owned utilities to be generated by renewable sources by 2010, a requirement that can be satisfied in part with power imported from other Western states, including Utah, Wyoming, New Mexico, Nevada and Oregon. As of December 2009, California's investor-owned utilities were forecasted to fall short of their 2010 and 2020 renewable resources requirements of 20% and 33% respectively unless they add renewable resources at a much faster pace, according to the California Energy Commission (CEC). Penalties under California's RPS program for an RPS procurement deficit are $50/MWh, up to $25 million per year. The current RPS requirements for California would result in total RPS-driven incremental demand of approximately 38.7 GW in 2020, according to IHS EER. The majority of new renewable capacity is expected to be delivered by wind and solar energy, given the characteristics of this region.

        California's Global Warming Solutions Act of 2006 seeks to lower California's greenhouse gas emissions to 1990 levels by 2020, caps greenhouse gas emissions from major industries and imposes significant penalties for non-compliance. California also enacted a law in 2006 prohibiting utilities from making long-term commitments for electricity generated by plants that do not comply with the greenhouse gas emission performance standards established by the CEC. The law applies to out-of-state power purchases as well as in-state power purchases and is expected to have an adverse impact on California's ability to purchase power from coal-fired power plants.

Hawaii

        Hawaii is a strong market for wind energy. In June 2009, Hawaii expanded its RPS to 40% by 2030, making it one of the most aggressive state renewable requirements in the United States. In addition, although no legislation has been adopted, in January 2008 the Governor of Hawaii announced plans to achieve 70% of electricity sales from renewable sources by 2030.

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        According to EIA, Hawaii receives approximately 76% of its power from fuel oil generation and 15% of its power from coal. As a result, a significant and rapid shift to renewable energy capacity would be required to meet the state's stringent standards. Because oil is the predominant source for electricity in Hawaii, oil prices are the primary driver of local electricity prices. Hawaii imposes an oil import tax. The cost of oil in Hawaii is further compounded by the costs of transporting oil to and between its islands. The volatility and escalation of global oil prices directly correlate to volatile and increasing electricity prices in Hawaii.

        The current RPS requirements for Hawaii would result in total RPS demand of approximately 900 MW in 2020, according to IHS EER, the majority of which is expected to be delivered by wind energy. By comparison, EIA data indicates that installed renewable capacity, excluding large hydro, was 239 MW as of year-end 2008. Based on the limited availability of sites and the number of wind projects in the planning stages, we believe developers with an established presence in Hawaii have a significant advantage in this market.

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BUSINESS

Overview

        We are an independent wind energy company focused solely on the development, financing, construction, ownership and operation of utility-scale wind energy projects in the United States. Our projects are located in the Northeastern and Western regions of the continental United States and in Hawaii. We have focused on these markets because we believe they provide the potential for future growth and investment returns at the higher end of the range available for wind projects. These markets are characterized by relatively high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built in a cost-effective manner. Moreover, we have focused our efforts on projects and regions with significant expansion opportunities, often enabled by transmission solutions that we have developed and built.

        As of June 30, 2010, we operated seven projects with combined rated capacity of 504 MW, and we owned two lines that connect projects to the electricity grid (generator leads) with transmission capacity of approximately 1,200 MW. In 2009, we doubled the number of projects in our operating fleet, adding three new projects with an aggregate capacity of 386 MW. Two of these projects, Milford I, which sells power from Utah into Southern California, and Stetson I, which sells power in New England, include wholly-owned generator leads we had built in anticipation of expanding these projects. In March 2010, we commenced commercial operations of our seventh project, Stetson II, an expansion project in Maine with 26 MW of capacity.

        We manage our business with a team of professionals with experience in all aspects of wind energy project development, financing, construction and operations. We have a track record of selecting projects from our development pipeline and converting them into operating projects that we believe will meet our financial return requirements. By the end of 2010, our goal is to have six additional projects with 268 MW of capacity under construction. Two of our projects are currently under construction, Kahuku and Milford II.

        We target having approximately 1,000 MW of projects operating or under construction by the end of 2011. Thereafter, we target adding approximately 300 to 400 MW of operating/under-construction capacity each year to achieve our goal of having an operating/under-construction fleet in excess of 2,000 MW by the end of 2014. Expansions of current operating and under-construction projects make up approximately 51% (measured by capacity) of our targeted 2010-2011 projects. See "—Our Development Process" and "—Our Portfolio of Wind Energy Projects."

        Wind energy project returns depend mainly on the following factors: energy prices, transmission costs, wind resources, turbine costs, construction costs, financing costs and availability and government incentives. In applying our strategy, we take into account the combination of all of these factors and focus on margins, return on invested capital and absolute value creation as opposed solely to project size. Some of our projects, while having high construction costs, still offer attractive returns because of favorable wind resources or energy prices. Additionally, in many cases, smaller, more profitable projects can create as much absolute value as do larger, lower-returning projects. We assess the profitability of each project by evaluating its net present value. We also evaluate a project on the basis of its Project EBITDA, as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—How We Measure Our Performance" as compared with the project's development and construction costs.

        We closely manage our commodity price risk and generally construct wind energy projects only if we have put in place some form of a long-term PPA and/or financial hedge to manage commodity risk. Approximately 90% of estimated revenues through 2011 from our current operating projects are hedged. We plan to hedge approximately 90% of the estimated revenues for 2011 for the six projects we plan to have under construction in 2010. See "Business—Revenues; Hedging Activities."

        The United States is one of the largest and fastest growing wind energy markets, although capacity additions slowed in the first half of 2010. In 2008 the United States surpassed Germany as the largest

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market for wind energy in the world, as cumulative installed wind energy capacity increased approximately 51% and accounted for 42% of all new energy supply in the United States, according to AWEA. Moreover, our markets are among the highest growth U.S. markets due to state mandated RPS-driven demand, premium electricity pricing, a shortage of renewable energy and strong wind resources. States in our markets in the Northeast, West and Hawaii have RPS legislation that calls for approximately 53 GW of incremental renewable energy capacity to be built by 2020 according to IHS EER.

        We classify each project into one of the following three categories based on the project's stage of development: operating/under-construction, Tier 1 and Tier 2. We use these categories to estimate our annual installed capacity and energy generation and for planning purposes, including allocation of capital to projects. For information regarding the criteria we use to put projects in these categories, see "—How We Classify Our Projects."

        A summary of our projects, as of July 31, 2010, is set forth below:

		Northeast		West		Hawaii
Stage of Development(1)		Actual or In Development Capacity(2)(3) (MW)		Actual or In Development Capacity(2)(3) (MW)		Actual or In Development Capacity(2)(3) (MW)		Total
Operating/Under-
Construction
	Operating		270		204		30		504
	Under-Construction		0		102		30		132
Tier 1(4)			100		0		21		121
Tier 2(4)			472		3,069		70		3,611
Total			842		3,375		151		4,368

(1)

Our ability to complete our projects and achieve anticipated capacities is subject to numerous risks and uncertainties as described under "Risk Factors." We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline.

(2)

As a result of wind and other conditions, a project or a turbine will not operate at its rated capacity at all times and the amount of electricity generated will be less than its rated capacity.

(3)

For information on noncontrolling interests in our projects see Note 5 to our consolidated financial statements.

(4)

All of our Tier 1 projects are 2010 projects. One Tier 2 project (Steel Winds II, a 15 MW project) is scheduled to start construction this year and is also included in our 2010 projects. For a discussion of 2010 projects see "Business—Our Portfolio of Wind Energy Projects—2010 Projects."

        We believe our development pipeline of over 3,700 MW should enable us to meet our 2014 goal of having an operating/under-construction fleet of 2,000 MW. We have land rights for nearly 90% of our development pipeline and meteorological data for over 90% of our development pipeline, in the majority of cases covering at least three years. We have also conducted preliminary environmental screening for all of our projects. We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline. Our ability to complete our projects and achieve anticipated generation capacities is subject to numerous risks and uncertainties as described under "Risk Factors."

Our Regions

Northeast

        Our Northeast region includes New England and New York. We believe this region is one of the more attractive wind energy markets in the United States due to its relatively high electricity prices, tightening supply of renewable energy relative to demand and progressive renewable energy legislation. Every state in the Northeast region (other than Vermont) has an established RPS program and

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associated market for RECs. These programs have led to increased demand for wind energy development in these states.

        In addition, the geographic proximity and interconnectivity of the various power markets within the Northeast, together with highly liquid electricity trading markets, give projects within the region the flexibility to deliver power into and qualify RECs in different markets within the region.

        The Northeast has relatively limited utility-scale development opportunities due to its population density and modest wind resources. Additionally, transmission limitations constrain future increases in wind generation capacity. However, given our pipeline of projects and proven success in developing, constructing and operating wind energy projects in this region, we believe our business is well positioned for continued growth in this region. Furthermore, the transmission infrastructure we own should allow us to efficiently and economically expand in this region. We believe the relative difficulty in developing wind energy projects in this region further strengthens our position as an early entrant in this market.

        For information regarding the Northeastern market, see "Industry—Key Attributes of Our Regions: Northeast, West and Hawaii."

West

        Our West region consists of the far west and Rocky Mountain states. Of these, California is the largest electricity market in the region. California may face a shortage of renewable energy supply as renewable generation capacity has not kept up with rising demand for renewable energy. With one of the most progressive RPS programs in the nation, California is an attractive market for renewable energy generators. However, recent bottlenecks in siting and permitting renewable energy projects have led to relatively small additions of new capacity. IHS EER forecasts long term growth of renewable energy capacity in California will be driven by state transmission projects and programs such as the California Renewable Energy Transmission Initiative and the Western Renewable Energy Zones as well as developer-driven private transmission solutions. IHS EER estimates that the state will add more than 8 GW of new transmission capacity through 2020.

        We have developed a private transmission platform in the West, which enables us to deliver a significant amount of wind energy generation to the California market. We have a long-term PPA with the Southern California Public Power Authority (SCPPA) to supply 20 years of power to the cities of Los Angeles, Burbank and Pasadena from our Milford I project in Milford, Utah and completed an 88-mile, 1,000 MW generator lead to transmit our wind energy to California. Milford I is a 204 MW project that achieved commercial operation in November 2009. Given the capacity of the Milford generator lead, we can expand our Milford platform to deliver another 750 MW of wind energy to California. The Milford II expansion project, which is described later in this section, has a capacity of 102 MW and began construction in July 2010.

        While California is the largest market in the West and presents a significant opportunity for wind energy, we are actively developing projects in the West to serve states other than California. These projects are largely Tier 2 projects. We recently entered into an option agreement to purchase wind energy assets that relate to a possible 20 MW project being developed in California. We cannot predict when or whether we would acquire these assets or complete this project.

        For information regarding the Northeastern market, see "Industry—Key Attributes of Our Regions: Northeast, West and Hawaii."

Hawaii

        We believe the Hawaii market offers a unique opportunity for us, as the state's high electricity prices and excellent wind resources offer potential for wind projects with attractive returns. The state currently generates approximately 91% of its electricity from oil and coal-based technology. To reach the state's 2030 RPS target of having 40% of Hawaii's electricity generation come from renewable

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energy, a large percentage of fossil-fuel electricity generation will need to be replaced with RPS eligible technologies such as wind.

        Today there is approximately 63 MW of wind capacity in Hawaii; 30 MW of which comes from our KWP I project, the single largest wind energy project in Hawaii. In addition, we began construction of our Kahuku project in Oahu in July 2010. We believe that conditions for developing wind energy projects in Hawaii strengthen our position as an early entrant in this market. There are relatively few buildable wind sites in the state and we believe developers with an established presence have a significant competitive advantage. We believe our development experience and knowledgeable staff in Hawaii, coupled with our platform in Hawaii, should position us for future growth in this market.

        For information regarding the Northeastern market, see "Industry—Key Attributes of Our Regions: Northeast, West and Hawaii."

Revenues; Hedging Activities

        We generate revenues from the sale of electricity from our operating projects and from the sale of RECs generated by these operations. Approximately 90% of estimated revenues for our current operating projects are hedged through 2011. We plan to hedge approximately 90% of estimated revenues for 2011 for the six projects we plan to begin construction of or place in service by the end of 2010. For information regarding our hedging activities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Power Purchase Agreements and Financial Hedging."

Electricity Sales

        We typically sell the power generated by our projects (sometimes bundled with RECs) either pursuant to PPAs with local utilities, power companies and other entities or directly into the local power grid at market prices. Our PPAs have initial terms ranging from five to 20 years with fixed prices, market prices or a combination of fixed and market prices. We also seek to hedge a significant portion of the market component of our power sales revenue with financial swaps.

Sales of RECs

        The RECs associated with renewable electricity generation can be sold. In some states, we sell RECs to entities that must purchase specific quantities of RECs to comply with state or municipal RPS programs. Currently 25 states and the District of Columbia have adopted RPS programs that operate in tandem with a credit trading system in which generators sell RECs associated with the renewable power they generate in excess of state-mandated requirements.

Commodities Hedging

        In addition to PPAs, we enter into derivative contracts to hedge future electricity prices to mitigate a portion of the risk of market price fluctuations we will have by selling power at variable or market prices. We currently have entered into three financial swaps with a remaining weighted average tenor of approximately ten years, which will collectively hedge approximately 75% of our expected generation during the term of the swaps at Cohocton I, Steel Winds I and Stetson I and the portion of Stetson II's generation not sold under a PPA. We intend to enter into additional financial swaps to hedge a similar percentage of expected generation for our other Tier 1 and Tier 2 projects that will sell power in liquid ISO markets as they near commercial operations. We have also entered into an oil swap through the end of 2013 to hedge future oil prices to mitigate a portion of the risk of market price fluctuations associated with our power generation at Kaheawa Wind Power I, the pricing of 30% of which is largely tied to the costs that Maui Electric Company (MECO) avoids by substituting our electrical production for the production it otherwise would have to generate by burning fossil fuels. For additional information regarding our hedging activities, please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure about Market Risk."

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Strategy

        Our business strategy is to build a diverse portfolio of operating projects and development opportunities. We seek opportunities where, if we are able to execute successfully, we will be able to generate attractive returns for our stockholders. These returns depend mainly on the following factors:

•

Energy price.  We assess project returns taking into account the total realized price of energy that we earn from an operating project, or that we expect to earn from a project in our pipeline. The total realized price of energy includes power sales, REC sales and capacity payments, as well as the effect of cash settlements from related hedging activities.

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Wind.  The quality of the wind resources at a project, operational performance and the resulting energy production are key determinants of project performance. We measure wind resources at a given operating project by calculating the net capacity factor (NCF), and we forecast NCF for each project in our pipeline. NCF is the measure (or estimate) of a wind energy project's actual production expressed as a percentage of the amount of power the wind energy project could have produced (or is capable of producing) running at full capacity for a particular period of time. We typically use a 25-year period in estimating a project's long-term NCF.

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Construction costs.  The installed costs of the project also determine whether or not the project is capable of generating appropriate returns. Construction costs include primarily the cost of turbines, and also take account the cost of transmission facilities, balance-of-plant, interest during construction, financing costs and fees and development expenses.

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Financing.  Because we rely on third party financing to construct our projects, we must be able to demonstrate to our lenders and tax equity investors that there is a sufficient likelihood of a project's ability to generate a given level of return, in order to secure capital at a cost that will make the project attractive for us.

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Government incentives.  The availability of government incentives has historically been critical to our ability to secure third party financing for our projects, and to enable us to construct projects that are expected to provide us with an attractive return on investment. We expect that for the foreseeable future this will continue to be the case.

        We intend to pursue the following objectives to execute our strategy.

Develop Pipeline and Expand Operating Projects

        We have identified and are developing a broad pipeline of projects in our markets, including expanding our operating projects in existing locations, and we intend to continue developing our existing pipeline of projects and increasing the number of operating projects. We focus on expansion projects because we believe they present lower execution risks than other projects. This is due to factors including our experience with the wind resources at the project site, as well as our clearer understanding of how to address particular community stakeholder concerns.

        We target having approximately 1,000 MW of projects operating or under construction by the end of 2011. Thereafter, we target adding approximately 300 to 400 MW of operating/under-construction capacity each year to achieve our goal of having an operating/under-construction fleet in excess of 2,000 MW by the end of 2014. Expansions of current operating and under-construction projects make up approximately 51% (measured by capacity) of our targeted 2010-2011 projects. We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline. Our ability to complete our projects and achieve anticipated generation capacities is subject to numerous risks and uncertainties as described under "Risk Factors."

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Develop Opportunities in Financially Attractive Markets

        States in our markets in the Northeast, West and Hawaii are undergoing significant growth in demand, which we expect to continue, reaching 53 GW of RPS-driven incremental demand by 2020. In order to capitalize on this expected growth, we intend to identify and add to our pipeline diverse development project opportunities in financially attractive markets, including those with relatively high electricity costs or a shortage of renewable energy and sites with good wind resources that can be built in a cost effective manner. Our team of developers focuses our prospecting and development efforts on identifying new opportunities and acquiring existing wind energy assets that we believe will meet our financial return requirements in these markets.

Implement Transmission Solutions

        Our generator lead assets and capabilities enable us to develop projects in areas that would otherwise present significant transmission challenges, and we intend to continue to develop, own and operate generator leads connecting our projects to third-party electricity networks. We have built two generator leads that provide us with significant opportunities for future development. Our Stetson generator lead has approximately 115 MW of capacity available for our future expansion projects, and our Milford generator lead has approximately 750 MW of capacity available for our future expansion projects. In 2010, we plan to build expansion projects using both the Stetson and Milford generator leads, leaving 700 MW of additional capacity on these lines for our future expansion projects.

Control Construction and Operations

        We intend to continue to maintain control over both the construction and operational phases of our projects, because we believe exercising this control enhances our credibility, allows us to make rapid decisions and strengthens our relationships with landowners, local communities, regulators and other stakeholders. For construction projects, we manage and mitigate budget and schedule risks through arrangements with contractors that have significant experience constructing wind energy projects. We also work closely with the manufacturers of our turbines with the goal of enhancing the operating performance of our fleet.

Stabilize Revenues

        We believe that stabilizing our revenues enhances our ability to obtain long-term, non-recourse financing for our projects on attractive terms. We therefore enter into long-term PPAs with utilities and electricity consumers, and, through the use of financial derivatives, we hedge our exposure to market prices for electricity. Both of these activities help to insulate our revenue stream against commodity price volatility. In addition, we seek to maximize the value of the RECs we generate by selling our electricity into markets that have higher RPS requirements and strong markets for RECs. We intend to continue to pursue each component of our revenue stabilization strategy, which we believe benefits us, our lenders and our tax equity investors.

Establish and Maintain Strong Local Presence

        We believe that developing a substantial local presence in our markets, and encouraging substantial community stakeholder involvement, is critical to the success of each individual wind energy project because negative community sentiment can be a factor in project delays and increased costs. Through our locally deployed development teams, we work cooperatively with the communities where our projects are located to more fully understand each community's unique issues and concerns. We begin community outreach at an early stage of each project to better assess a project's feasibility, and we continue our efforts through the operating stage in order to enhance our ability to complete and operate a project successfully. This outreach often includes substantial interaction with local

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government officials, community groups and local media, as we explain our plans, our track record and the benefits that we believe will accrue to the community, and we endeavor to respond to concerns that community members may express such as concerns about the environmental impact of our projects.

Pursue Financing

        Our business is capital intensive and requires ongoing access to debt and equity capital markets to build our projects. We believe we demonstrated our capacity to do this during the difficult financial market conditions in 2008 and 2009, and we will continue to seek third party financing in order to grow our portfolio.

Competitive Strengths

        We believe there are significant opportunities for growth in the U.S. wind energy industry in general and in our markets in particular, and we intend to use the following strengths to capitalize on these opportunities.

Track Record

        Over the past several years we believe we have established a track record for developing complex wind energy projects in each of our three markets. Our project development strategy sometimes includes the construction of generator leads, as in the case of Stetson I and Milford I, the use of innovative technology, as in the case with the use of a battery at our Kahuku project, or the structuring and negotiation of creative financing and risk management solutions as in our PPA with SCPPA for Milford I. In certain cases, as in KWP I, we took over projects from other developers who were unable to complete them. We believe that this particular strength will help us obtain financing for projects that present technical or operational challenges, and thereby make it possible for us to take advantage of opportunities that might not be available to other wind energy competitors.

Ability to Refinance and Raise Capital

        Wind energy project development and construction are capital intensive and require access to a relatively constant stream of financing, making our ability to access capital markets efficiently and effectively crucial to our growth. We cannot be sure that financing will be available to us on attractive terms when we require it, and the recent worldwide financial and credit crisis has reduced the availability of liquidity and credit. The difficult market conditions that began in the fall of 2008 have persisted. However, since the beginning of 2009, we have refinanced, raised or received approximately $2.1 billion for our company and projects in 18 refinancing and new capital-raising activities and customer prepayments.

Presence in Attractive Markets with Strong Demand for Renewable Energy

        We believe the markets in which we are already established—the Northeast, West and Hawaii—present significant growth opportunities because these markets are characterized by high electricity prices, a shortage of renewable energy and sites with good wind resources that can be built on cost-effectively. Many of our projects have significant expansion opportunities, and expansions of our current operating and under-construction projects make up approximately 51% (measured by capacity) of our targeted 2010-2011 projects. Expansions of existing projects allow us to capitalize on our site-specific knowledge of wind resources as well as our familiarity and relationships with the local community. Moreover, in some cases we will be able to use our existing generator leads to connect with the regional electricity grid. Each of these factors helps to minimize a project's execution risk and helps us to arrange the required financing.

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Turbine Acquisition Flexibility

        We have secured sufficient turbines to execute our 2010 project plan, and through our November 2009 agreement with Clipper, we have achieved a position of relatively few turbine commitments compared with prior periods. We therefore believe we are well positioned to take advantage of current conditions in the turbine market, which we believe is over-supplied. As a result, we have not entered into firm commitments to purchase turbines for projects in our development pipeline after 2010. Instead, we have agreements in place that give us the right, but not the obligation, to purchase additional turbines after 2010, allowing us to cancel our turbine orders with the forfeiture of deposits. We believe this gives us flexibility to acquire turbines at attractive prices and on favorable terms.

Experienced Management

        Our management team, which holds a meaningful equity stake in our company, is experienced in all aspects of the wind energy business. Over the past two years, we have added several key personnel to our team, primarily in the areas of construction, operations and finance. We believe we can achieve our operating/under-construction fleet goal of over 2,000 MW by the end of 2014 without significant additions to headcount and overhead costs related to non-operating activities.

Our Development Process

        There are several key activities that occur throughout our development efforts as we move projects from development to construction to operation—many of which we undertake concurrently. These activities include: prospecting; wind resource assessment; land rights procurement; revenue stabilization; turbine procurement; transmission and interconnection solutions; permitting; engineering, procurement, construction oversight and commissioning; and operations, maintenance and asset management.

        As progress is made for a project we advance it through our project classification system, as described in "—How We Classify Our Projects."

        We evaluate projected investment returns during all stages of the development process and allocate capital among projects in a manner designed to optimize our overall investment returns. We also

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consider how projects will be financed. For additional information regarding our project financing activities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Financing Requirements."

Prospecting

        Prospecting is the earliest activity in our development process. It occurs before we classify a project as Tier 2. Many projects never reach the Tier 2 category. Prospecting involves a broad, high-level review of potential sites for their suitability for wind energy development. We make our initial assessments of potential sites based on a number of criteria, including wind resource suitability; constructability; access to transmission networks; site size and location; land ownership; and environmental, zoning and other local and state laws and regulations, including available state-sponsored RPS programs. We also consider the capital cost, size and expansion opportunities at a proposed site and our view of the relevant markets for electricity and RECs. Our in-house meteorology, real estate, construction and transmission teams conduct initial reviews of publicly available information, including wind reports, land records, topographical maps and power transmission maps. They also use our proprietary data to identify significant impediments that could result in a project's failure to meet our investment objectives.

        An important part of the prospecting process is an initial environmental screening, also referred to as a fatal flaw analysis. This is usually conducted using publicly available information, sometimes supplemented with a site visit, to identify documented or readily apparent environmentally sensitive areas. These areas include unique wildlife habitats, wetlands, culturally significant resources and proximity to wildlife reserves, national parks and scenic areas not generally suitable for commercial development. Prospecting may also include a preliminary assessment of a project's potential hazard to aviation safety. Once a site passes this initial review, we begin more detailed site-specific environmental assessments in connection with our permitting efforts and establish constraints for turbine siting and civil and site engineering. These typically include detailed mapping of environmental and cultural resources, studies to determine use of the site by migratory or sensitive wildlife and mapping of adjacent residential and other development, all aimed at our being able to operate a potential project safely without negatively affecting the local environment.

Wind Resource Assessment and Monitoring

        We begin a wind resource assessment at the earliest stage of the development process. We base our initial assessment of the available wind resources on a review of publicly available wind maps. If the results of the initial assessment are positive, we seek to install meteorological towers to obtain long-term site-specific wind data and make wind resource estimates. Our own regional meteorological tower field teams install, maintain and decommission our meteorological towers. We have meteorological data for over 90% of our development pipeline, and of such data, for our Tier 1 development projects as of December 31, 2009, 100% is for three or more years, while for Tier 1 and Tier 2 projects on a combined basis, 65% of such data is for one or more years and 57% is for three or more years. Our in-house meteorological team also prepares computer models to estimate potential wind levels. In order to obtain financing, we will also seek third-party assessments at later stages of a project's development.

Land Rights Procurement

        Land rights procurement begins during the prospecting process. Land rights include all necessary agreements (such as leases, options, easements and letters of intent) needed to construct and operate the project, including those associated with turbines, transmission and collection lines, access roads, facilities and any other easements that may be required. We use publicly available data or prior

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experience to determine if there are any known impediments to securing the land rights we need. From there, we conduct initial meetings with local landowners, government officials, community representatives and residents to gauge community support. If these meetings are favorable, we generally enter into land leases or easements with landowners to secure necessary rights to build on the site, including meteorological towers, roads, electric lines and substations, turbines, operation and maintenance facilities and associated facilities. These contracts usually have an initial term of 20 to 30 years from the commencement of commercial operations with an option for us to extend for an additional 20-year period. They generally require minimum annual lease payments during the development period, minimum payments per turbine or MW during the construction phase, and additional royalty payments based upon a percentage of the project's revenues during the operation phase. In some instances, we enter into option agreements or easements with landowners to obtain access to the project site rights to construct, operate and maintain the wind energy project and/or collection systems and generator leads or other access to transmission facilities. We have projects in development well in excess of our annual targets through 2014, with land rights for nearly 90% of our development pipeline and no known material impediments to obtaining contractual control of the balance.

Revenue Stabilization

        To make it more likely that a project will meet our investment return objectives and to protect against electricity price volatility, we review the electricity sales alternatives for each project. We decide whether to enter into a long-term PPA with an electric utility or other user, or to sell the power into the market and enter into a long-term financial hedge linked to electricity prices to secure our financial returns and stabilize project revenue streams, or both. For example, in California, we entered into what we believe to be the first third-party long-term, pre-paid PPA with a public utility for a wind energy project, which allowed us to secure our revenue stream and fund construction of the project. We also have a long-term PPA with Harvard University to sell half of the electricity and RECs generated by our Stetson II project. When we can sell our electricity to power markets that are sufficiently liquid, we analyze hedging opportunities available to us later in the development process, such as long-term power swap agreements.

Turbine Procurement

        We have secured sufficient turbines to execute our 2010 project plan. In the past, we entered into commitments to acquire turbines well in advance of deployment. Because we believe the turbine market is currently over-supplied, we have elected not to enter into firm commitments to purchase turbines for projects in our development pipeline after 2010. Specifically, we have maintained the right, but not the obligation, to buy turbines from Clipper for up to 633 MW of additional deliveries between 2011 and 2015, subject to the forfeiture of up to $89.5 million in deposits and progress payments that we have made and are scheduled to make to Clipper, if we decide not to buy any additional turbines from them. We believe this gives us flexibility to acquire turbines at attractive prices and on favorable terms.

Transmission and Interconnection

        Since the availability of transmission infrastructure and access to a power grid or network are critical to a project's feasibility, we ascertain transmission capacity from public sources and our own proprietary data during the prospecting stage. If existing transmission infrastructure is available, we attempt to secure access to it when we select a potential site for development either during our prospecting activities or during the Tier 2 stage. We discuss availability with the relevant utilities and file an application with the appropriate independent system operator (ISO) or local electric utility to interconnect with the network. If transmission infrastructure does not exist or is not available for a

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project, we study the feasibility of developing and constructing our own generator lead. We built a 200 MW-rated 38-mile 115 kV generator lead in Washington County, Maine as part of our 57 MW Stetson I project, establishing sufficient excess capacity to accommodate up to 140 MW of our future expansion projects, including our 26 MW Stetson II project, which commenced commercial operations in March 2010. In Beaver and Millard Counties, Utah, we developed and built an approximately 88-mile 1,000 MW-rated 345 kV generator lead, with sufficient capacity to accommodate up to 750 MW of our future expansion projects, including our 102 MW Milford II project.

Permitting

        Once we have selected a site, we begin the permitting process with relevant local, state and federal government agencies. This process includes identifying required permits; holding preliminary informational meetings with permitting agencies and stakeholder groups; determining the studies needed for permit applications and conducting the studies; preparing environmental permitting and disclosure reports; participating in public meetings; responding to information requests; and seeking project approval. We also complete preliminary design engineering, taking into account environmentally sensitive areas to avoid or minimize adverse impacts. Because the permitting process is costly and time consuming, we review all aspects of the project, including our projected investment returns, before committing significant resources to these efforts. To date, we believe we have received all material permits for our operating/under-construction projects, as well as several of our Tier 1 projects.

Local

        Permitting at the local municipal or county level often consists of obtaining a special use or conditional use permit under a land use ordinance or code, or, in some cases, rezoning in connection with the project. Obtaining a permit usually depends on our demonstrating that the project will conform to development standards specified under the ordinance so that the project is compatible with existing land uses and protects natural and human environments. To facilitate this process, we work to build a positive relationship with the community and address any concerns. We also create project-specific websites and host community outreach meetings to provide the community with pertinent information.

State

        Our projects are often subject to state-level permitting requirements. These requirements may include comprehensive environmental reviews or may be limited to a specific regulatory program, or may involve both. State level comprehensive reviews typically take from six to 24 months from the date of filing to approval. Additional approvals may be required for specific aspects of a project, such as stream or wetland crossings, storm water management and highway department authorizations for oversize loads and state road closings during construction. Permitting requirements related to transmission lines may be required in certain cases.

Federal

        Projects may also require federal approvals related to the potential effect of projects on aviation, the environment, endangered species and navigable waters. For additional information regarding required regulatory and environmental reviews, permits and laws, see "—Regulatory Matters" and "—Environmental Regulation."

        Once a permit or other governmental approval has been granted, it may be appealed or challenged. The amount of time that may be needed to resolve an appeal can vary considerably.

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Engineering, Procurement and Construction Oversight; Commissioning

        We manage the design and construction of our projects. Construction consists of turbine installations, substation construction, interconnection work, construction of the rest of the facility, referred to as balance of plant, and, in certain cases, construction of long generator leads to connect our facility to a third-party electrical grid or network. We generally outsource turbine installation and the remaining construction to outside contractors. The contractors provide the management, supervision, labor, certain materials, tools, engineering, mobilization, testing and demobilization required to construct the project. Construction typically takes approximately seven to 15 months, with adverse weather conditions causing the largest variation in estimated completion dates. Our employees supervise and oversee all aspects of construction. Commissioning occurs immediately prior to the completion of a wind energy project. It involves testing each turbine's operation and integration within the project and to the transmission system.

Operations and Maintenance; Asset Management

        Once commissioning is completed, the turbine supplier typically operates and maintains the turbine under a two to five-year operating agreement that runs concurrently with the turbine warranty. Such operating agreements usually include a guarantee of a turbine's availability to generate electricity a specified percentage of the time. The level of electricity generation covered by the availability guarantees is usually lower during the first several months of operation to allow for issues arising during the initial operation of newly-installed turbines that need to be addressed. While the turbine manufacturer is on-site operating and maintaining the turbines, we oversee the project, including management of the turbine suppliers; compliance with NERC, FERC, ISO, regional transmission organization (RTO) and state regulations; relations with landowners; and maintenance of insurance policies. Following the expiration of the supplier operating agreements, we will need to operate and maintain the turbines directly. We have established two data analysis control centers in Temecula, California and Boston, Massachusetts, which control the operations of our turbines at all times.

Project Financing

        The chart below provides a generic illustration of the various project finance structures we typically employ as a wind energy project moves through its lifecycle, from development to construction and finally into operation. As illustrated below, the final financing structure differs depending on whether

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we elect to monetize the project's PTCs in the form of a tax equity financing or instead apply for an ARRA grant:

Lifecycle of a Typical Project Financing

Note:    The sizes of the figures in this diagram are not indicative of relative amounts financed.

(1)

The need for a turbine supply loan depends on the conditions of the turbine market, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations, Financial Condition and Cash Flows—Turbine Supply and Pricing."

Development and Turbine Financing

        We have historically funded our project development expenses with equity. These costs primarily consist of land assembly, permitting activities, interconnection studies, meteorological studies, PPA negotiations and community outreach. In the future, we expect to fund the development of our projects with a combination of existing cash, cash flows from operations, debt financings and the proceeds of this offering.

        Historically we have needed to secure turbine orders at an early stage of a project's development. We used turbine supply loans to finance approximately 70%-80% of turbine progress payments, in advance of actual construction. This practice was prevalent in our industry due largely to excess demand for turbines and long lead times. These conditions have eased. We believe that, as a result of recent changes in the credit markets, turbine supply loans will increasingly be made for, and collateralized by, individual projects. This may require us to make a larger initial equity investment. However, we expect that our need to make long-term capital commitments to turbine purchases far in advance of anticipated delivery will be reduced.

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Construction Financing

        Once a project moves to the construction phase, we typically use a combination of equity capital and construction loans to finance the construction of the project. Proceeds from the construction loan fund construction and installation costs, including retirement of related turbine supply loans, through commencement of commercial operations. Construction loans are short-term and typically appear as current debt on the balance sheet; however, as a prerequisite to funding, a construction lender usually requires that there be a committed term financing at commencement of commercial operations, which mitigates refinancing risk.

Long-term Financing

        Once a project has commenced commercial operations, we currently finance the majority of a project's costs through a combination of the ARRA grants, term loans, and tax equity financing transactions, and prepayments for energy, the proceeds of which are used to retire the construction loans and, in some cases, provide for a return of a portion of equity capital. The percentage of each of these forms of long-term financing varies by project.

The ARRA Grants

        A recent development in financing our projects is the availability of U.S. Treasury grants under the ARRA. These grants are provided in lieu of the ITC and cover 30% of ITC-eligible project costs, namely the costs of constructing energy-producing assets, which are usually approximately 90% of a project's total cost. Grants are available for projects placed in service in 2009 and 2010. Projects that commence construction in 2009 or 2010 and are placed in service before 2013 are also eligible. In 2009, we received ARRA grants of approximately $115 million for our Stetson I and Cohocton projects and in March 2010, we received an ARRA grant of approximately $120 million for our Milford I project, which became operational in November 2009. Additionally, in June 2010 we received an ARRA grant of approximately $19 million for our Stetson II project.

Term Loans

        A form of non-recourse project finance debt, term loans are sized against project-level cash flows and typically fully amortize in 10 to 12 years. We believe term loans at our operating projects are our least expensive and most attractive source of capital. We have historically used term loans to finance our projects on both a standalone basis and in combination with tax equity. We have also used multiple levels of term debt, as is the case with Cohocton, Stetson I, Stetson II and Steel Winds I, which have been financed by a combination of senior debt at the project level as well as structurally subordinated debt at CSSW, LLC, our subsidiary that owns Cohocton I, Stetson I, Stetson II and Steel Winds I.

Tax Equity

        Tax equity is a structured finance product that allows a wind energy project owner to monetize tax attributes that exceed the owner's federal income tax liability. The most common structure is through a "partnership flip" transaction where the project owner sells a noncontrolling ownership interest in the project subsidiary to an investor. The investor is typically allocated 99% of the tax attributes and most of the project's cash flows until it reaches a target internal rate of return, after which the investor's ownership interest in the project drops to a nominal value, usually 5%, and the owner of the controlling interest has an option to repurchase the investor's remaining interest at the then-current fair market value. Tax equity partnerships are extremely important for PTC structures, but less important for ARRA grant structures, where the grant effectively monetizes the tax credit through a cash payment to the project owner. However, tax equity structures may be utilized in combination with the ARRA grant to monetize accelerated depreciation benefits.

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How We Classify Our Projects

        We classify our projects into the following three categories based on their stage of development:

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Operating/under-construction;

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Tier 1; and

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Tier 2.

        We use these categories to estimate our annual installed capacity and energy generation and for planning purposes, including allocation of capital to projects. We engage in prospecting activities, involving a broad, high level review of potential sites that may be suitable for wind energy development. We do not include these prospecting activities in our pipeline.

        We assess our projects during each of these stages to determine or confirm its suitability for development. We commit resources to those projects in which we have a high level of confidence. We often decide not to proceed with projects as a result of one or more factors. These decisions primarily occur during prospecting or the Tier 2 stage, but can occur during any developmental stage. We regularly look at and actively consider, but ultimately decide to abandon, many projects representing possible capacity several times larger than the capacity in our development pipeline. The development and construction of wind energy projects involve numerous risks and uncertainties, some of which are beyond our control, and these risks and uncertainties may prevent projects in our current pipeline from reaching completion. We are unlikely to complete all of the projects in our current development pipeline, while some of the projects we are likely to develop in the future are not in our current pipeline. See "Risk Factors—Risks Related to Our Business and the Wind Energy Industry."

Operating/Under-Construction Projects

        Our operating projects have finished construction and commissioning and have achieved their commercial operations date. We currently have seven operating projects with 504 MW of capacity. By the end of 2010, our goal is to have six additional projects with 268 MW of capacity operating or under construction. Our ability to achieve this goal is subject to numerous risks and uncertainties. See "Risk Factors."

Tier 1 Projects

        At July 31, 2010, we had an aggregate of approximately 120 MW of potential capacity that we classify as Tier 1 projects. We believe we will complete each of our Tier 1 projects. For a project to reach the Tier 1 stage, we must have completed or be in the process of completing the key development activities. For us to classify a project as Tier 1, all or substantially all of the following milestones must have been achieved:

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Land Rights—We have secured land rights for the project site or, if the project is on federal or state land, we have applied for such rights, and the commercial terms for leases and easements have been agreed to and title commitments are being finalized;

•

Wind—We have collected wind meteorological data, and our final wind analysis and the third-party confirmation necessary to secure construction financing are underway;

•

Power Sales—We have executed, or are in the final stage of negotiating, PPAs or we are evaluating hedging alternatives if power would be sold into liquid power markets;

•

Turbines—Turbines have been contracted and scheduled for delivery in accordance with the project design and construction timeline;

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•

Transmission—We have received an engineering design that specifies our transmission needs, including the costs and completion date, and the transmission capacity has been confirmed;

•

Interconnection—We have made a final determination of the facilities required to connect the project with the transmission system and of the cost and time needed to build these facilities;

•

Economics—We have confirmed the estimated cost of building the project and conducted an economic analysis, and are finalizing a financial plan for construction; and

•

Permits—We have received, filed or are near filing all necessary permits and we have a high degree of confidence that the permits and approvals will be received.

Tier 2 Projects

        As of July 31, 2010, we had an aggregate of approximately 3,600 MW of potential capacity that we classify as Tier 2 projects. Projects included in the Tier 2 category have met all or substantially all of the following milestones:

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Land Rights—We have secured the critical land rights for the project site through leases or options to lease or we have determined that there are no known material impediments to securing land rights and, in many instances, we have secured a critical mass of land for the project site;

•

Wind—We have developed preliminary wind resource estimates based on data from meteorological towers, internal screenings and proprietary data or we have completed a desktop review of wind resources;

•

Power Sales—Either marketing and bidding for potential PPAs for those projects that do not have access to liquid power markets has occurred; or for projects newly classified as Tier 2, we have identified potential counterparties to PPAs for those projects that do not have access to liquid power markets;

•

Turbines—For late stage Tier 2 projects we have finalized our turbine selection for the project; otherwise we will determine if there is a suitable turbine available;

•

Transmission—Either the transmission utility is assessing the adequacy of the transmission system to deliver power, unless the project will be selling power at the point of interconnection; or for projects newly classified as Tier 2 we have completed a desktop feasibility review, have identified a potential transmission path to deliver electricity to the market, and have completed a fatal flaw analysis;

•

Interconnection—Either the transmission utility is assessing the ability to connect the project to the transmission system, which results in a system impact study; or for projects just getting promoted to Tier 2 we have submitted a request to connect the project to the transmission system or a third-party has prepared a preliminary evaluation of the system impact and the costs of interconnection;

•

Economics—We have completed an economic analysis with assumptions based on preliminary wind resource estimates and preliminary capital cost estimates; or for projects just getting promoted to Tier 2 we have completed initial economic analysis indicating that the project is likely to meet our financial return requirements; and

•

Permits—Except for projects just being promoted to Tier 2, we have identified the critical permitting path, established initial contact with project stakeholders and are conducting the environmental and pre-construction studies as necessary for the permitting process. In the case of projects just being promoted to Tier 2, we have completed a permitting risk analysis and have not identified any significant issue in our fatal flaw analysis, and in many instances have initiated basic engineering designs and construction feasibility analysis and have begun discussions with key project stakeholders.

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        A summary of the land under contract, wind data and environmental assessment status for each of the Tier 1 and Tier 2 projects in our development pipeline at July 31, 2010 is set forth below.

Stage of Development		Land Under Contract			% of MW with more than One Year of Wind Data			% of MW with more than Three Years of Wind Data			Early-Stage Environmental Screening
Tier 1			91	%		100	%		100	%		100	%
Tier 2			89	%		91	%		80	%		100	%
	Combined		89	%		92	%		81	%		100	%

Our Portfolio of Wind Energy Projects

Operating Projects

Cohocton

        Cohocton is a 125 MW project in Steuben County, New York. Cohocton commenced commercial operations in January 2009. The project consists of 50 2.5 MW Clipper turbines. Cohocton is the second largest wind project in the state of New York. Similar to Mars Hill (described below), Cohocton qualifies a portion of its energy for New England RECs. The project provides local benefits to the community through property tax revenue and economic development, along with local renewable power sales.

        We sell all of the energy from Cohocton to NYISO Zone C for floating power prices. To stabilize Cohocton's electricity revenue, we entered into a swap with an affiliate of Citigroup for approximately 75% of expected generation through the end of 2020. 40% of the Cohocton RECs were sold to Citigroup under a long-term contract and the remaining 15% to various other counterparties. These RECs are New England RECs since we wheel the related generation to New England. 40% of the Cohocton RECs are sold as New York RECs to NYSERDA under a long-term agreement.

        Cohocton was among the first recipients of an ARRA grant, receiving approximately $75 million in September 2009. The remainder of our construction costs at Cohocton are financed with a combination of senior project debt from HSH Nordbank and Norddeutsche Landesbank Girozentrale and structurally subordinated debt of CSSW, LLC. Our total installed development and construction costs for Cohocton were approximately $270 million, including approximately $10 million of financing-related costs and excluding prepaid turbine maintenance and warranty costs. We estimate Cohocton's long-term average NCF will be approximately 25% to 27%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Kaheawa Wind Power I (KWP I)

        KWP I is a 30 MW project in the West Maui Mountains of Maui, Hawaii, that commenced commercial operations in June 2006. The project consists of 20 General Electric (GE) 1.5 MW turbines. The development rights to KWP I were purchased by First Wind in June, 2004 after several other developers had been unable to complete the project. We believe our success in developing KWP I stems from our partnering with local stakeholders and finding creative permitting solutions. For example, we entered into what we believe is the first habitat conservation plan that protects endangered species with respect to a wind project in the United States. Today, we operate a 1 MW prototype battery at KWP I to help stabilize wind energy output given Maui's small electricity grid. We undertook this battery program in cooperation with MECO to prepare for our expansion plans at KWP I.

        KWP I has a 20-year PPA for power and RECs with MECO with a remaining term of 16 years. The PPA is 70% fixed price and 30% floating price at MECO's avoided cost, which historically is

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correlated to oil prices. In January 2010, MECO's avoided cost was approximately $135/MWh. To stabilize revenues on the floating portion of the contract, we entered into an oil swap with HSH Nordbank. This swap expires at the end of 2013. KWP I qualified for and receives PTCs and MACRS depreciation, along with cash payments under its PPA, and is currently financed with a tax equity investment from JP Morgan. An unrelated third party owns 49% of the common equity relating to KWP I. Our total installed development and construction costs for KWP I were approximately $65 million, including approximately $10 million of financing-related costs such as capitalized interest, fees, and other costs related to turbine supply loans, construction loans, and term financing. This cost estimate excludes prepaid turbine maintenance and warranty costs. We estimate KWP I's long-term average NCF will be approximately 41% to 43%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Mars Hill

        Mars Hill is a 42 MW project located in Mars Hill, Maine, that commenced commercial operations in March 2007. The project consists of 28 GE 1.5 MW turbines. At the time of its commissioning, Mars Hill was the largest utility-scale wind project in New England until we commissioned our Stetson I project. We believe Mars Hill is also unique in its transmission arrangement, which allows it to provide local benefits to the community through property tax revenue and economic development while qualifying its energy for the majority of the New England REC market.

        Our Energy Management Service Agreement with New Brunswick Power Corporation (NB Power), which expires at the end of 2011, provides for the wheeling arrangement as well as NB Power's purchase of our electricity. Our RECs are sold separately to various counterparties. Mars Hill qualified for and receives PTCs. It is currently financed with a tax equity investment from JP Morgan and Wells Fargo, and a term loan from HSH Nordbank. Our total installed development and construction costs for Mars Hill were approximately $95 million, including approximately $5 million of financing-related costs and excluding prepaid turbine maintenance and warranty costs. We estimate Mars Hill's long-term average NCF will be approximately 35% to 37%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Milford I

        Milford I is a 204 MW project in Beaver and Millard Counties, Utah, located approximately 200 miles southwest of Salt Lake City. Milford I commenced commercial operations in November 2009. The project consists of 39 GE 1.5 MW turbines and 58 2.5 MW Clipper turbines (58.5 MW GE and 145 MW Clipper). As part of the Milford I project we also constructed an 88-mile, 1000 MW, 345 kV generator lead to interconnect to Intermountain Power Plant, a 2 GW coal-fired power plant in Delta, Utah. Securing right-of-way for this generator lead required gaining permission from more than 20 landowners and numerous permitting authorities. We sized the capacity of our line at 1,000 MW to accommodate future expansions, including our 102 MW Milford II project which we plan to have under construction in 2010.

        Intermountain Power Plant is electrically connected to the Los Angeles Department of Water & Power control area via the STS transmission line, a 500 kV direct current line that services the Los Angeles basin. By interconnecting our Milford project at Intermountain Power Plant, we are able to use the existing STS transmission line and provide renewable power directly to the Southern California market. We executed a 20-year PPA for Milford I with SCPPA in 2007 to sell 100% of our power and RECs at fixed prices. The PPA includes a prepayment for a portion of the annual expected generation and ongoing payments for the remainder of the electricity, plus additional payments for RECs and reimbursements of certain operating costs. We believe the prepayment feature of the PPA is innovative and allowed us to lower our cost of capital for financing the project. We believe this benefit was passed on to consumers in the form of a reduced power price. SCPPA has an option to purchase Milford I in

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November 2019. In March 2010, we received an ARRA grant of approximately $120 million for Milford I. An unrelated third party has an 8% interest in the results of operations of Milford I. Our ownership of Milford I is subject to a tax equity financing. Our total installed development and construction costs for Milford I were approximately $500 million, including approximately $55 million of financing-related costs and excluding prepaid turbine maintenance and warranty costs. These costs also included the 88-mile, 1,000 MW generator lead, which we expect will benefit our future expansion projects. We estimate Milford I's long-term average NCF will be approximately 24% to 26%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Steel Winds I

        Steel Winds I, which commenced commercial operations in June 2007, is a 20 MW project on the shores of Lake Erie in Lackawanna, New York, just south of Buffalo. The larger site on which the project is located was formerly a steel mill. The project consists of eight 2.5 MW Clipper turbines, the first turbines of this type Clipper produced. We undertook this project primarily as a means of testing and gaining operating experience with the Clipper wind turbines. The project's relatively small size allowed us to initially finance the project with 100% equity, which provided more flexibility as we worked with Clipper to understand the technology and deal with start-up issues that can be common in new turbine designs. We anticipate expanding Steel Winds in 2010 to bring the total project size to 35 MW, which we believe will introduce benefits of scale.

        For power at Steel Winds I we receive floating power prices within New York Independent System Operator (NYISO) Zone A. To stabilize this revenue, we entered into a swap with an affiliate of Morgan Stanley. The volume of this swap is approximately 95% of Steel Winds' expected output. This hedge expires at the end of 2016. In January 2010, we entered into a five-year PPA with an affiliate of Just Energy Income Fund for all RECs from the project. Steel Winds I qualifies for PTCs and MACRS depreciation and receives cash payments for electricity and RECs. Our total installed development and construction costs for Steel Winds I were approximately $35 million, excluding prepaid turbine maintenance and warranty costs, and are financed by a combination of equity and structurally subordinated debt of CSSW, LLC. We estimate Steel Winds I's long-term average NCF will be approximately 29% to 31%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Stetson I

        Stetson I is a 57 MW project in Washington County, Maine located approximately 60 miles from our Mars Hill project. Stetson I became operational in January 2009. The project consists of 38 GE 1.5 MW turbines. When commissioned, Stetson I replaced Mars Hill as the largest wind energy project in New England. As part of the Stetson I project we also constructed a 38-mile, 200 MW, 115 kV generator lead to interconnect to the ISO-NE power grid. Securing right-of-way for this generator lead required us to obtain rights with respect to more than 110 parcels of land. We overbuilt the capacity of our transmission line by 140 MW to accommodate future expansions, 26 MW of which is now being used by our Stetson II project and 60 MW of which is available for our Rollins project in 2010. Operations at our Stetson I project were temporarily interrupted due to a transformer malfunction in February 2010.

        Because Stetson I connects directly into ISO-NE, all of its generation qualifies for New England RECs. We sell those RECs to numerous counterparties, similar to Mars Hill and Cohocton. Power from Stetson I is sold separately directly into ISO-NE, where we receive a floating price at the point of sale. Our point of sale has historically traded at a modest discount to Mass Hub, a liquid hub where electricity is traded. To stabilize our electricity revenue, we entered into a 10-year fixed-for-floating financial swap with an affiliate of Constellation Energy Group. This swap hedges approximately 70% of

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the expected output of Stetson I and a portion of the expected output from Stetson II. Stetson I was among the first projects for which an ARRA grant was given. We received approximately $40 million in September 2009. The remainder of the project is financed with a combination of senior project debt from HSH Nordbank and subordinated debt of CSSW, LLC. Our total installed development and construction costs for Stetson I were approximately $175 million, including approximately $15 million of financing-related costs and excluding prepaid turbine maintenance and warranty costs. These costs also include the cost of the 38-mile, 200 MW generator lead. We estimate Stetson I's long-term average NCF will be approximately 30% to 32%, as described further in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Stetson II

        Stetson II is a 26 MW expansion project in Washington County, Maine. Construction on Stetson II began in October 2009, and we commenced commercial operations in March 2010. The project consists of 17 GE 1.5 MW turbines. Stetson II uses our existing infrastructure at Stetson I, including our generator lead, substation and interconnection equipment. Half of Stetson II's electricity and RECs will be sold to Harvard University under a long-term PPA. The other half of Stetson II's electricity will be sold directly into ISO-NE. The revenue from the majority of this portion of Stetson II's output is hedged with a financial swap. The majority of remaining REC volumes will be sold to Citigroup Energy, Inc. under a 10-year contract. Approximately 80% of Stetson II's expected electricity and REC output is covered by a PPA or otherwise hedged through 2019. Our total installed development and construction costs for Stetson II was approximately $70 million, including approximately $10 million of financing-related costs and excluding prepaid turbine warranty costs. We estimate that Stetson II's long-term average NCF will be approximately 27% to 29%. We received an ARRA grant of approximately $19 million for Stetson II in June 2010.

        For more information about our operating projects see "Management's Discussion and Analysis of Financial Condition and Results of Operations."

2010 Projects

Kaheawa Wind Power II (KWP II)

        KWP II is a 21 MW expansion project adjacent to our Kaheawa Wind Power I site on Maui. The project will consist of 14 GE 1.5 MW turbines and will use our existing infrastructure, including roads and site personnel. KWP II will connect to MECO's 69 kV transmission system, which crosses the KWP I and II sites. We are negotiating with Hawaii's Department of Land and Natural Resources for a directed lease agreement. We are also in negotiations with MECO for a long-term PPA for 100% of the project's expected electric power and RECs. Permitting of the project is in progress and we are currently preparing a Habitat Conservation Plan in support of the incidental-take authorization.

        For this project to meet our return expectations, we need to use a battery system to store electricity as part of KWP II. We need the battery system to stabilize the amount of power available from the project and limit curtailment because Maui has a small electricity grid. While initial testing of the battery system has been positive, we cannot be sure the battery system will perform adequately. We believe if we are successful in coupling battery technology with our wind energy projects, it would be a competitive advantage for us. An unrelated third party owns 8% of the common equity relating to KWP II. We estimate that our total installed development and construction costs for KWP II will be approximately $100 million, including approximately $10 million of financing-related costs, approximately one-third of which we believe will be related to turbine supply financing and two-thirds to construction financing. This cost estimate also includes the battery energy storage system and excludes prepaid turbine warranty costs. We estimate that KWP II's long-term average NCF will be approximately 32% to 35%.

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Kahuku

        Kahuku is a 30 MW project on land we own on the north shore of Oahu, Hawaii. We began construction of this project in July 2010. The project will consist of 12 Clipper 2.5 MW turbines. Kahuku will connect directly into the Hawaii Electric Company's (HECO) transmission system through a transmission line that transects the project area. A 20-year fixed-price PPA has been executed with HECO and approved by the Public Utility Commission.

        We plan to incorporate a battery system for storage, similar to KWP II, as part of the Kahuku project. In July 2010, we entered into a $117 million construction and term loan facility guaranteed by the Department of Energy under Section 1703 of ARRA to help finance construction of our Kahuku project. An unrelated third party owns 8% of the common equity relating to Kahuku. We estimate that our total installed development and construction costs for Kahuku will be approximately $150 million, including approximately $15 million of financing-related costs, the cost of the land we purchased and the Battery Energy Storage System, and excluding reserves, prepaid turbine maintenance and warranty costs. We estimate that Kahuku's long-term average NCF will be approximately 30% to 32%.

Milford II

        Milford II is a 102 MW expansion project in Beaver and Millard Counties, Utah, adjacent to our Milford I project. We began construction of this project in July 2010. It will consist of 68 GE 1.5 MW turbines and will use our existing infrastructure, including our substation, interconnection, equipment, 88-mile generator lead and site personnel. Milford II will transmit power over the generator lead we had built as part of our Milford I project. The project will be located on land owned by the Bureau of Land Management, the State of Utah and private landowners. We have entered into lease agreements with these landowners for terms of at least 30 years with various options to renew. We have received a right-of-way grant from the Bureau of Land Management and are in the process of securing additional County permits.

        We anticipate that the project will sell all of its output into the Southern California market pursuant to a PPA with SCPPA. We believe the PPA will be executed in the third quarter of 2010, following municipal approval. We anticipate the PPA will have a prepayment feature similar to that in the Milford I PPA and a 20-year term starting when Milford II commences commercial operations. An unrelated third party owns 20% of Milford II, subject to our right to purchase 10% of the common equity from the third party for a pre-determined price. We estimate that our total installed development and construction costs for Milford II will be approximately $275 million, including approximately $50 million of financing-related costs, approximately 70% of which we believe will be related to turbine supply financing and the remainder to construction financing, excluding reserves and prepaid turbine warranty costs. We estimate that Milford II's long-term average NCF will be approximately 24% to 26%.

Rollins

        Rollins is a 60 MW expansion project in Penobscot County, Maine. It will consist of 40 GE 1.5 MW turbines and include an approximately 8-mile 115-kV generator lead that will tie into our existing 38-mile generator lead that serves the Stetson I project. We have leased the land on which Rollins is located from private landowners under lease agreements with 25 to 27 year terms and options to extend the leases for an additional 20 years. We have a final interconnection agreement for this project with ISO-NE and Bangor Hydro Electric Company and we believe we have received all necessary approvals to deliver power through the Stetson lead to the New England grid.

        All of Rollins' energy and capacity will be sold to two utilities in Maine under 20-year PPAs, whose terms begin when Rollins commences commercial operations. The project's RECs will be sold separately in New England to various counterparties. We estimate that our total installed development

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and construction costs for Rollins will be approximately $180 million, including approximately $20 million of financing-related costs and excluding prepaid turbine warranty costs. Of the financing-related costs, we anticipate approximately half will relate to turbine supply financing and half to construction financing. We estimate that Rollins' long-term average NCF will be approximately 29% to 31%.

Sheffield

        Sheffield is a 40 MW project in Sheffield, Vermont. It will consist of 16 2.5 MW Clipper turbines. We have entered into lease agreements with private landowners with 23 to 27-year terms and options to extend the leases for an additional 20 years. We executed a final interconnection agreement for this project with ISO-NE and Vermont Electric Power Company (VELCO) in April 2008 and we believe we have received all necessary approvals to connect directly into ISO-NE through a generator lead that transects the project area. For our Sheffield project, we obtained the first Certificate of Public Good granted by the Vermont Public Service Board for a utility-scale wind energy project since 1996. Our construction storm water permit issued by the Vermont Agency of Natural Resources is currently under appeal. We cannot predict the outcome of this appeal or when we will start construction of this project.

        We have negotiated and received approval to enter into four PPAs with three Vermont utilities: two PPAs with Vermont Electric Cooperative, Inc. (VEC), one with the City of Burlington Electric Department (BED) and one with the Washington Electric Cooperative (WEC). The PPAs with VEC include a 10-year contract for 25% of the electricity and RECs generated by the project and a 20-year contract for 25% of the electricity generated during the first 10 years and 50% of the electricity generated during the last 10 years. The PPA with WEC includes a 20-year contract for 10% of the electricity and RECs generated by the project, and the PPA with BED includes a 10-year contract for 40% of the electricity and RECs generated. During the subsequent 10 years following the BED PPA, the remaining 40% of the electricity and RECs generated is not contracted. We estimate that our total installed development and construction costs for Sheffield will be approximately $115 million, including approximately $10 million of financing-related costs and excluding prepaid turbine maintenance and warranty costs. We estimate that Sheffield's long-term average NCF will be approximately 29% to 31%.

Steel Winds II

        Steel Winds II is a 15 MW expansion project in Lackawanna, New York. It will consist of six 2.5 MW Clipper turbines and will use our existing infrastructure, including interconnection equipment and site personnel. We are currently in the process of securing the necessary land and other rights to conduct and operate the project. The project's System Reliability Impact Study and Facilities Study are complete and we are working towards an interconnection agreement with the New York Independent System Operator (NYISO) and National Grid. While we continue to evaluate alternatives, we anticipate selling power from Steel Winds II directly into the market through NYISO Zone A and will seek to hedge our revenue with a financial swap. In March 2010, we were awarded a 10-year contract by NYSERDA for 95% of the RECs generated by Steel Winds II. We estimate that our total installed development and construction costs for Steel Winds II will be approximately $40 million, including approximately $5 million of financing-related costs and excluding prepaid turbine maintenance and warranty costs. We estimate that Steel Winds II's long-term average NCF will be approximately 28% to 30%.

Competition

        While we compete with owners of electrical generation assets, including owners of fossil fuel generation assets, we believe our primary competitors are developers and operators focused on renewable energy generation. Renewable energy sources, including wind, biomass, geothermal and solar, currently benefit from various governmental incentives such as PTCs, ITCs, cash grants and loan

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guarantees, RPS programs and associated RECs and accelerated tax depreciation. Many of these incentives are not available with respect to energy generated from fossil fuels. More specifically, we believe our primary competitors among generators of renewable energy are developers and operators of wind energy projects, given the wide range of technical and economic differences between the various forms of renewable energy.

        In the wind energy sector, competition occurs primarily during the development stages of a wind energy project rather than during a project's operational phase. As discussed in "Risk Factors," wind energy projects require wind conditions that are found in limited geographic areas and at particular sites. Projects must also interconnect to electricity transmission or distribution networks to deliver electricity. We compete with other developers for desirable sites and for the ability to connect to transmission or distribution networks. Because the wind energy industry in the United States is at an early stage, we also compete with other wind energy developers for personnel with requisite industry knowledge and experience.

        We can sell the electricity from our wind energy projects located near liquid power markets at wholesale market prices. In that case, we are price takers selling an undifferentiated commodity product, electricity, excluding the RECs associated with our electricity. Depending on the regulatory framework and market dynamics of a region, we may also face competition in bidding for long-term PPAs. If our power is expected to be sold pursuant to a PPA, we may compete with other wind energy companies, as well other renewable energy generators and electricity producers in general, when we bid on or negotiate for a PPA.

        The wind energy industry has a range of developers, including large integrated independent power producers and established European producers, many of whom have greater financial and other resources than we do. While our pipeline spans several regions across the country, including the Northeastern and Western regions of the continental United States and Hawaii, we have not achieved the scale of many of the larger wind energy producers.

Suppliers

        Turbines are the primary equipment of a wind energy project and turbine costs represent the majority of our project investment costs. Our turbine supply strategy has changed as the market became oversupplied. Instead of entering into commitments to acquire turbines well in advance of deployment, we now intend to acquire turbines relatively close to planned installation dates to avoid financing costs and potential storage costs as well as depletion of the warranty coverage. To date, we have purchased turbines from GE and Clipper. GE and Clipper have supplied us with turbines with aggregate generating capacity of 401 MW and 375 MW, respectively, through November 30, 2009, with some of the Clipper turbines scheduled for delivery in the first half of 2010. We have the right but not the obligation to acquire from Clipper additional turbines with aggregate generating capacity of 633 MW through 2015. We have paid Clipper approximately $70 million in deposits and progress payments towards turbine purchases from 2011–2015 and intend to pay approximately $30 million more in deposits and progress payments through January 15, 2011. If we elect for any reason not to acquire any additional turbines from Clipper, we will forfeit the pro rata portion of these deposits and progress payments corresponding to the schedule of future turbine purchases: $38.6 million for turbines scheduled to be purchased in 2011, $17.9 million for 2012, $10.7 million for 2013, $13.4 million for 2014 and $8.9 million for 2015.

        When we purchase turbines, we also enter into warranty agreements with the manufacturer. Warranties provide protections against costs associated with turbine non-performance. Warranties are typically two to five years in duration from the earlier of (i) 12 to 24 months from delivery or (ii) turbine commissioning. These warranties typically include a power curve warranty, which requires the manufacturer to pay liquidated damages if turbine output falls below a specified level at certain

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wind speeds and an availability warranty, which ensures the reliability of the turbines for electrical production. We also typically receive a sound level warranty. All liquidated damages payable under these warranties are subject to aggregate maximum caps. Finally, we receive a standard warranty with respect to the workmanship of the turbine equipment.

        Other important suppliers include engineering and construction companies, with whom we contract prior to construction of our projects to perform civil engineering and electrical work as well as to build the required infrastructure. We believe there are a sufficient number of capable engineering and construction companies available in our markets to meet our needs.

Customers

        We sell electricity and associated RECs primarily to local utilities and institutions under multi-year PPAs or in local liquid ISO markets. For the year ended December 31, 2009, the electrical production we sold to MECO, New Brunswick, Constellation NewEnergy, Inc. and SCPPA accounted for 22%, 14%, 5% and 4%, respectively, of our sales. We sell RECs to various counterparties, four of which accounted for approximately 59% of our total sales of RECs for the year ended December 31, 2009.

Legal Proceedings

        From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business, including proceedings contesting our permits or the construction or operation of our projects. As is the case with other electrical power producers, our operations are subject to extensive and rapidly changing federal, state and local environmental, health and safety and other laws and regulations.

        Some residents near our Mars Hill project recently commenced litigation against us based on our construction and operation of this project. While the outcome of this litigation cannot be predicted, we believe it will not have a material adverse effect on us.

Employees

        As of December 31, 2009, we had approximately 200 full-time employees. None of our employees is represented by a labor union or is covered by any collective bargaining agreement. We believe that our relations with our employees are satisfactory.

Insurance

        We believe our insurance is on terms generally carried by companies engaged in similar businesses and owning similar properties in the United States and whose projects are financed in a manner similar to our projects. As is common in the wind industry, however, we do not insure fully against all the risks associated with our business either because insurance is not available or because the premiums for some coverage are prohibitive. For example, we do not maintain terrorism insurance. We maintain construction, operation and transportation insurance; casualty insurance, including windstorm, flood and earthquake coverage; business interruption insurance; primary and excess liability insurance; and worker's compensation, automobile and title insurance. We maintain "all risk" property insurance coverage in amounts based on the full replacement value of our projects (subject to certain deductibles and sub-limits for flood and earthquake coverage) and business interruption insurance that varies from project to project based on the revenue generation potential of each project. Subject to applicable deductibles, our business interruption and property insurance covers, among other things, breakdowns for twelve months and casualty losses, respectively, for our transformers. We generally do not maintain insurance for certain environmental risks, such as environmental contamination. A loss not fully covered by insurance could have a material adverse effect on our business, financial condition and results of operations.

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Regulatory Matters

        We are subject to extensive regulation by various federal, state and local government agencies. The federal government regulates the wholesale sale and transmission of electric power in interstate commerce and regulates certain environmental matters. States and local governments regulate the construction of electricity generating and transmission facilities, the intrastate distribution of electricity, retail electricity sales and, in certain cases, environmental matters.

Federal Energy Regulatory Commission

        The electricity industry in the United States is decentralized and comprises the following sectors: (i) a generation sector, consisting of regulated electricity utility companies, wholesale electricity suppliers and governmental entities; (ii) a high-voltage transmission sector, consisting of the regulated electricity utility companies and the governmental entities that own transmission systems, regional transmission organizations, independent system operators and the companies controlling and scheduling the use of transmission networks; (iii) a distribution sector, consisting of regulated electricity utility companies and governmental entities that transport the energy from the high-voltage network to end users; and (iv) a retail supplier sector, consisting of regulated electricity utility companies and, in some limited markets, competitive suppliers, which sell electricity to retail consumers.

        Our project companies that are not "Qualifying Facilities" (QFs) under FERC's regulations are "Exempt Wholesale Generators" (EWGs). EWGs are public utilities that own generating facilities that qualify for exemption from FERC's books and records regulations under the Public Utility Holding Company Act of 2005 because they are engaged exclusively in the business of owning and/or operating eligible generating facilities and selling electric energy at wholesale. Our non-QF projects sell electric capacity, energy and ancillary services at market-based rates pursuant to authority granted by FERC. In order to be eligible for market-based rate authority, our non-QF public utilities are required to establish and periodically reestablish that they do not have, or have adequately mitigated, market power, that they cannot erect barriers to market entry and that they do not engage in abusive affiliate transactions.

        Our project companies that have a generating capacity of 20 MW or less are QFs that are exempt from most aspects of FERC regulation.

Other Regulation

        For our operating projects with more than 75MW of capacity, we are also subject to the reliability standards of NERC. If we fail to comply with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties.

        As described further under "—Environmental Regulation," our activities are subject to extensive regulation by various federal environmental and natural resource agencies. These agencies include: the U.S. Army Corps of Engineers (on wetland issues); the U.S. Environmental Protection Agency (on stormwater issues); the U.S. Fish and Wildlife Service (on wildlife and bird issues); and the Bureau of Land Management (in relation to its management of federal lands with significant wind resources).

        Due to the height of wind turbines and their potential effect on aviation, we are required under certain circumstances to seek approval from the Federal Aviation Administration and/or to work with the Department of Defense.

ISO-NE and New York ISO

        ISO-NE is an RTO, serving Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont. ISO-NE operates the region's interstate high-voltage transmission lines and wholesale electricity marketplace, through which bulk electric power is bought, sold and traded. NYISO performs

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the same role in New York. ISO-NE and NYISO each manage the planning and interconnection of new transmission and generation in their respective regions. ISO-NE and NYISO are independent, not-for-profit corporations.

New York Public Service Commission

        The NYPSC exercises limited jurisdiction over the owners of generating facilities in New York State. For example, the NYPSC exercises jurisdiction with respect to transfers of control over companies owning generating assets in New York State. In addition, the NYPSC must approve any debt issued by a generating owner that is secured by assets located in New York State. Under New York State law and EPACT 2005, NYPSC has authority to impose reliability standards that exceed those imposed by other state authorities.

Hawaii Public Utility Commission

        The Hawaii Public Utilities Commission (Hawaiian PUC) regulates public utility companies operating in the state and establishes rates, tariffs, charges and fees. The Hawaiian PUC has been active in promoting energy efficiency and renewable energy projects. In 2005, Hawaii was one of six states that partnered with the EPA to explore approaches for reducing the cost of consumer electric and gas bills through policies and practices focused on energy efficiency and renewable energy sources. The Hawaiian PUC has established a Public Benefits Fund to promote the development of programs that increase energy efficiency and to decrease the state's reliance on fossil fuels. Under the program, each of the Hawaii electric companies transfers responsibility for its own energy efficiency programs to the Fund administrator with the goal of increasing the cost-effectiveness of all such programs.

Environmental Regulation

        We are subject to various environmental, health and safety laws and regulations in each of the jurisdictions in which we operate. These laws and regulations require us to obtain and maintain permits and approvals, undergo environmental review processes and implement environmental, health and safety programs and procedures to control risks associated with the siting, construction, operation and decommissioning of wind energy projects, all of which involve a significant investment of time and can be expensive.

        We incur costs in the ordinary course of business to comply with these laws, regulations and permit requirements. We do not anticipate material capital expenditures for environmental controls for our operating projects in the next several years. However, these laws and regulations frequently change and often become more stringent, or subject to more stringent interpretation or enforcement. Future changes could require us to incur materially higher costs.

        Failure to comply with these laws, regulations and permit requirements may result in administrative, civil and criminal penalties, imposition of investigatory, cleanup and site restoration costs and liens, denial or revocation of permits or other authorizations and issuance of injunctions to limit or cease operations. In addition, claims for damages to persons or property have been brought and may in the future result from environmental and other impacts of our activities.

Environmental Permitting

        We are required to obtain from federal, state and local governmental authorities a range of environmental permits and other approvals to build and operate our projects, including those described below. In addition to being subject to these regulatory requirements, we could experience significant opposition from third parties when we initially apply for permits or when there is an appeal proceeding after permits are issued. The delay or denial of a permit or the imposition of conditions that are costly

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or difficult to comply with can impair or even prevent the development of a project or can increase the cost so substantially that the project is no longer attractive to us.

Federal Clean Water Act

        Frequently our projects are located near wetlands and we are required to obtain permits under the federal Clean Water Act from the U.S. Army Corps of Engineers (Army Corps) for the discharge of dredged or fill material into waters of the United States, including wetlands and streams. The Army Corps may also require us to mitigate any loss of wetland functions and values that accompanies our activities. In addition, we may be required to obtain permits under the federal Clean Water Act for water discharges, such as storm water runoff associated with construction activities, and to follow a variety of best management practices to ensure that water quality is protected and impacts are minimized. Certain activities, such as stringing a power line across a navigable river, may also require permits under the Rivers and Harbors Act of 1899.

Federal Bureau of Land Management Permits

        As some of our western U.S. projects are sited on Bureau of Land Management (BLM) lands, we are required to obtain rights-of-way from the BLM. The BLM encourages the development of wind energy within acceptable areas, consistent with the federal Energy Policy Act of 2005 and the BLM energy and mineral policy. Obtaining a grant requires that the proposed project prepare a plan of development and demonstrate that it will adhere to BLM's best management practices for wind energy development, including meeting criteria for protecting environmental, archeological and cultural resources.

National Environmental Policy Act and Endangered Species Requirements

        Our projects may also be subject to environmental review under the federal National Environmental Policy Act (NEPA), which requires federal agencies to evaluate the environmental impact of all "major federal actions" significantly affecting the quality of the human environment. The granting of a land lease, a federal permit or similar authorization for a major development project, or the interconnection of a significant private project into a federal project generally is considered a "major federal action" that requires review under NEPA. As part of the NEPA review, the federal agency considers a broad array of environmental impacts, including impacts on air quality, water quality, wildlife, historical and archeological resources, geology, socioeconomics and aesthetics, and alternatives to the project. The NEPA review process, especially if it involves preparing a full Environmental Impact Statement (EIS), can be time-consuming and expensive. A federal agency may decide to deny a permit based on its environmental review under NEPA, though in most cases a project would be redesigned to reduce impacts or we would agree to provide some form of mitigation to offset impacts before a denial is issued.

        Federal agencies granting permits for our projects also consider the impact on endangered and threatened species and their habitat under the federal Endangered Species Act. We also must comply with and are subject to liability under the Endangered Species Act, which prohibits and imposes stringent penalties for harming endangered or threatened species and their habitats. Our projects also need to comply with the Migratory Bird Treaty Act and the Bald and Golden Eagle Protection Act, which protect migratory birds and bald and golden eagles and are administered by the U.S. Fish and Wildlife Service. Most states also have similar laws. Because the operation of wind turbines may result in injury or fatalities to birds and bats, federal and state agencies often recommend or require that we conduct avian risk studies prior to issuing permits for our projects. They may also require ongoing monitoring or mitigation activities as a condition to approving a project, and may even refuse to issue a permit if the mitigation options are insufficient to address the risks. In addition, federal agencies consider a project's impacts on historic or archeological resources under the National Historic

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Preservation Act and may require us to conduct archeological surveys or take other measures to protect these resources.

        In connection with our KWP I project, we have a 20-year Habitat Conservation Plan to benefit four species protected under state and federal endangered species programs that have habitats in the project area. The plan is designed to minimize the incidental injury or death of wildlife, and includes regular monitoring of the project area and various mitigation measures. Not all projects will require implementation of a Habitat Conservation Plan, although we expect to implement such plans for our KWP II and Kahuku projects and many of the projects we develop in Hawaii due to the high occurrence of protected species in the state, and because of well-established state and federal policies that encourage these plans. In other states we expect to implement various kinds of mitigation measures, as necessary or appropriate to offset impacts to protected resources.

Other State and Local Programs

        In addition to federal requirements, we are subject to a variety of state environmental review and permitting requirements. Many states where our projects are located or are being developed, including California, Hawaii, New York, Washington, Vermont and Maine, have laws that require state agencies to evaluate a broad array of environmental impacts before granting state permits. The state environmental review process often resembles the federal NEPA process described above and may be more stringent than the federal review. Our projects also may require state-law based permits in addition to federal permits. State agencies evaluate similar issues as federal agencies, including the project's impact on wildlife, historic sites, aesthetics, wetlands and water resources, agricultural operations and scenic areas. Some states, such as Oregon and Vermont, have a separate permitting and review process for energy facilities, including wind energy facilities. States may impose different or additional monitoring or mitigation requirements than federal agencies.

        Our projects also are subject to local environmental and regulatory requirements, including county and municipal land use, zoning, building and transportation requirements. Local or state agencies also may require us to develop decommissioning plans for dismantling the project at the end of its functional life and establish financial assurances for carrying out the decommissioning plan.

Management, Disposal and Remediation of Hazardous Substances

        We own and lease real property and are subject to requirements regarding the storage, use and disposal of petroleum products and hazardous substances, including spill prevention, control and countermeasure requirements. If our owned or leased properties are contaminated, whether during or prior to our ownership or operation, we could be responsible for the costs of investigation and cleanup and for any related liabilities, including claims for damage to property, persons or natural resources. That responsibility may arise even if we were not at fault and did not cause or were not aware of the contamination. In addition, waste we generate is at times sent to third-party disposal facilities. If those facilities become contaminated, we and any other persons who arranged for the disposal or treatment of hazardous substances at those sites may be jointly and severally responsible for the costs of investigation and remediation, as well as for any claims for damage to third parties, their property or natural resources.

        Our Steel Winds I project is located on a former steel mill property that is a brownfield site. In 2007, the independent developer that was developing Steel Winds I entered into a Brownfield Site Cleanup Agreement with the New York State Department of Environmental Conservation (NYSDEC). The developer undertook to perform certain environmental investigatory and remediation activities on the portion of the site on which the project is located. In December 2007, NYSDEC issued a Certificate of Completion to the developer confirming that we had completed the requirements of the agreement and achieved a cleanup level consistent with commercial and industrial use of the site. The

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issuance of the Certificate of Completion provides us with protection from cleanup liability to the State of New York, subject to certain limitations, but not against liability for third-party claims. The developer is required to implement certain ongoing environmental monitoring and maintenance requirements at the site as part of our liability protection. We expect to purchase the developer's interest. If we do so, we would be required to assume responsibility for these environmental monitoring and maintenance requirements.

Our Locations

        In addition to the properties we own or lease on which we construct and operate our wind energy projects, we also lease offices in several locations. Our headquarters are located in Boston, Massachusetts. We lease our 35,877 square foot headquarters in Boston and our lease expires March 31, 2020. As of December 31, 2009, we also had offices in San Diego, San Francisco and Temecula, California; Honolulu, Hawaii; Portland, Lincoln, and Oakfield, Maine; Montpelier, Vermont and Portland, Oregon.

Intellectual Property

        Other than service marks for our company name, "FIRST WIND", and our trademark "CLEAN ENERGY. MADE HERE.", we do not have any material intellectual property rights.

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MANAGEMENT

Executive Officers and Directors

        The following discussion sets forth, after giving effect to our corporate reorganization, the names, ages, positions and descriptions of the business experience of our executive officers and directors.

Name		Age		Position(s) Held
	Paul Gaynor		45	Chief Executive Officer and Director
	Michael Alvarez		54	President and Chief Financial Officer
	Kurt Adams		44	Executive Vice President and Chief Development Officer
	Paul Wilson		67	Executive Vice President, General Counsel and Secretary
	Lori Erickson		50	Senior Vice President, Human Resources
	Carol J. Grant		57	Senior Vice President, External Affairs
	Andrew Ursitti		41	Vice President and Chief Accounting Officer
	Richard Aube		41	Director
	Patrick Eilers		42	Director and Co-Chair of the Risk Oversight and Compliance Committee
	Peter Gish		48	Director
	Stephen Key		67	Director and Chairman of the Audit Committee
	Bryan Martin		42	Director, Chairman of the Compensation Committee and Co-Chair of the Risk Oversight and Compliance Committee
	Jim Mogg		61	Director and Chairman of the Board and the Nominating and Corporate Governance Committee
	Matthew Raino		32	Director
	Pat Wood, III		48	Director

        Paul Gaynor has served as our Chief Executive Officer since 2004 and served as our President from 2004 until 2009. Mr. Gaynor has also served as a member of our board of directors since 2008. Prior to joining us in 2004, Mr. Gaynor served as chief financial officer of Noble Power Assets, LLC, a private-equity backed power plant acquisition company, from May 2003 to April 2004. Between September 2002 and April 2003, he held concurrent positions with the Singapore Power Group: (i) senior vice president and chief development officer of the Singapore Power Group and (ii) chief operating officer of Singapore Power International, an unregulated international subsidiary. In August 2000, he joined the Singapore Power Group as senior vice president and chief financial officer, where he was responsible for all financial matters of the company. Between 1998 and 2000 Mr. Gaynor worked for PSG International in London, a joint venture of GE Capital and Bechtel Enterprises as Senior Vice President and Chief Financial Officer. Prior to that Mr. Gaynor worked for GE Capital and GE Power Systems for nearly 10 years in a variety of positions. Mr. Gaynor serves on the board of managers of Deepwater Wind Holdings, LLC. Mr. Gaynor has a B.S. from Worcester Polytechnic Institute and an M.B.A. from the University of Chicago. Mr. Gaynor has more than two decades of experience in the energy industry, including in the energy, power and pipeline sectors. This experience includes service as our chief executive officer and as chief financial officer, chief development officer and chief operating officer with companies in our general industry. Mr. Gaynor was selected to serve on our board of directors in light of the breadth and strength of his skills and his financial and industry knowledge.

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Michael Alvarez has served as our Executive Vice President from 2006 to 2009 and President and Chief Financial Officer since 2009. Mr. Alvarez was also our Chief Operating Officer from 2006 to May 2010. Prior to joining us, Mr. Alvarez served as the vice president of strategic planning of Edison International from 2005 to 2006. Prior to that, he served as executive vice president, chief financial officer and general counsel of Nexant, Inc., a privately held San Francisco based company that provides software and advisory services to the global energy industry, from 2000 to 2006. Before Nexant, Mr. Alvarez was employed by PSG International in London, where he managed the development of the $2.3 billion, 1,700-kilometer TransCaspian natural gas pipeline. Before PSG International, Mr. Alvarez was president of Kenetech Energy Systems, the project development subsidiary of Kenetech Corporation, a developer of environmentally preferred electric power plants, principally wind, biomass, and natural gas. Mr. Alvarez serves on the board of managers of Deepwater Wind Holdings, LLC. Mr. Alvarez has a B.A. in economics and a J.D. from the University of Virginia.

Kurt Adams has served as our Executive Vice President and Chief Development officer since October 2008, and before that, served as our Senior Vice President, Transmission from May 2008, when he joined us, to October 2008. Prior to joining us, Mr. Adams served as the chairman of the Maine Public Utilities Commission from 2005 to May 2008. While chairman, Mr. Adams served as a member of the New England Conference of Public Utilities Commissions, the National Association of Regulatory Utility Commissions (NARUC), the NARUC Electricity Committee, the NARUC Competitive Procurement Committee and as Maine's representative on the New England State Committee on Electricity. Prior to serving as the chairman of the Maine PUC, Mr. Adams was Governor John Baldacci's chief legal counsel from 2003 to 2005. Prior to that, Mr. Adams was the vice chairman of the energy practice group at the law firm of Bernstein, Shur, Sawyer & Nelson in Portland, Maine. Mr. Adams has a B.A. in government from Skidmore College, an M.A. in International Affairs from George Washington University and a J.D. from the University of Maine Law School.

        Paul Wilson has served as our Executive Vice President, General Counsel and Secretary since January 2009. Prior to joining us, Mr. Wilson was a senior corporate partner of the New York law firm of Debevoise & Plimpton LLP. During his time at Debevoise, he also served as the firm's Deputy Presiding Partner from 1993 to 1998, and as its Chief Financial Officer from 1980 to 1988, 1991 to 1993 and 2001 to 2008. Mr. Wilson has an A.B. in International Relations from Brown University, an M.B.A. from the Columbia Graduate School of Business and an L.L.B. from Columbia Law School.

Lori Erickson has served as our Senior Vice President, Human Resources since September 2008. Prior to joining us, Ms. Erickson was Senior Vice President of Global Human Resources at Monster Worldwide (Monster.com) from 2004 to 2008. Prior to joining Monster, Lori was Senior Vice President of Human Resources for StorageNetworks from 1999 to 2003. Prior to StorageNetworks, Ms. Erickson held a variety of Human Resource roles at Honeywell Bull, Computervision, I-Cube/Razorfish and Shiva. Ms. Erickson holds a dual B.S. degree from Franklin Pierce College in Computer Science and Business Management.

Carol J. Grant has served as our Senior Vice President, External Affairs since October 2008. Prior to joining us, Ms. Grant was involved in civic activities for non-profit organizations from 2007 to October 2008, after serving as Chief of Operations for Mayor David Cicilline in the City of Providence from 2003 to 2007. She was previously vice president of human resources for Textron from 1997 to 1999. From 1983 to 1997, Ms. Grant held executive positions in law, external affairs, and operations for NYNEX Corporation, including leadership of the entire business in Rhode Island. She also served as the founding Chair of the Rhode Island Airport Corporation during the period that the quasi-public organization was created and the new terminal at T.F. Green Airport was built. Ms. Grant has a B.A. from the University of Missouri and a J.D. from the University of Michigan School of Law.

        Andrew Ursitti has served as our Vice President and Chief Accounting Officer since November 2008. Previously, Mr. Ursitti was Vice President and Assistant Controller of CVS Caremark Corporation and of Caremark Rx, Inc., prior to its 2007 merger with CVS Corporation, from 2000 to

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2008. Prior to joining Caremark Rx, Inc., Mr. Ursitti served in several accounting roles at Magellan Health Services, Inc., a specialty managed healthcare company, from 1996 to 2000. Mr. Ursitti has a B.S. in Accounting from Georgia College and State University and is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Richard Aube has served as a member of our board of directors and has served on our Audit Committee since 2008. Mr. Aube is a managing director of D. E. Shaw & Co., L.P. and has served as co-head of the D. E. Shaw group's U.S. growth and buyout private equity unit since joining D. E. Shaw & Co., L.P. in 2005. Prior to joining D. E. Shaw & Co., L.P., Mr. Aube served as a partner at J.P. Morgan Partners, LLC, where he focused on private equity opportunities in the energy, chemical, general industrial and retail sectors from 2000 to 2005. Prior to that time he served as a partner at the Beacon Group, LLC and as co-manager of Beacon Group Energy Investors II, LP, and worked as an investment banker in the natural resources group at Morgan Stanley & Co. Inc. While at J.P. Morgan Partners, Mr. Aube served on the boards of directors of Bill Barrett Corporation; KRATON Polymers, LLC; Latigo Petroleum, Inc.; and PQ Corporation, and on the investment committee of Lime Rock Partners. Mr. Aube currently serves on the boards of directors of Aspen Marketing Services, Inc.; and on the Board of Managers of Green Rock Energy, L.L.C. Mr. Aube earned his A.B. from Dartmouth College. Mr. Aube has more than 15 years of investment experience serving on the boards of directors of various companies, including in the energy industry. This experience also includes serving as a managing director of a private equity firm. Mr. Aube was selected to serve on our board of directors in light of his finance skills and energy industry knowledge.

Patrick Eilers has served as a member of our board of directors and has served on our Compensation Committee since 2008. Mr. Eilers also serves as the Co-Chair of our Risk Oversight and Compliance Committee. Mr. Eilers is a managing director at Madison Dearborn Partners, LLC, where he is responsible for the firm's energy and power practice and he has held this position since 2007. From 2003 to 2007, Mr. Eilers served as a director of Madison Dearborn Partners, LLC, and from 1999 to 2003 he was a vice president. Prior to joining Madison Dearborn Partners, LLC, Mr. Eilers served as a director of Jordan Industries, Inc. from 1995 to 1997 and as an Associate of IAI Venture Capital, Inc. from 1990 to 1994. Mr. Eilers played professional football with the Chicago Bears, Washington Redskins and Minnesota Vikings from 1990 to 1995. Mr. Eilers currently serves on the Board of Directors of Magellan GP, LLC, Magellan Midstream Holdings GP, LLC and US Power Generating Company. Mr. Eilers serves on the Executive Committee of the U.S. Partnership for Renewable Energy Finance (US PREF), a program of the American Council On Renewable Energy (ACORE). Mr. Eilers has a B.S. in Mechanical Engineering and Biology from the University of Notre Dame and an M.B.A. from Northwestern University. Mr. Eilers has more than a decade of experience serving as a director of numerous companies, including in the energy sector. This experience includes responsibility for the Madison Dearborn Partners, LLC energy and power practice. Mr. Eilers was selected to serve on our board of directors in light of his industry knowledge.

Peter Gish has served as a member of our board of directors since 2008. Mr. Gish has served as a partner, co-founder and board member of UPC Renewables since 2007, a company dedicated to developing wind and solar projects in Europe and Asia and has served as managing director of UPC North Africa Wind Partners since July 2003. From 1997 to 2005, Mr. Gish served as corporate and project counsel and managing director for UPC International Partnership CV II, an entity that successfully developed wind projects in Italy with capacity in excess of 700 MW. He has also served on the steering committee of the National Wind Coordinating Committee since 2004 and as a lecturer in finance and public policy at the University of Massachusetts, Graduate School of Management. Mr. Gish has a Bachelors Degree in Religion from Dartmouth College, a J.D. from Boston College Law School, and a Masters Degree in Jurisprudence from Oxford University. Mr. Gish has more than a decade of experience in the energy field. This experience includes service as a founder and manager of companies in our industry. Mr. Gish was selected to serve on our board of directors in light of his public policy and industry knowledge.

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Stephen Key has served as a member of our board of directors and Chairman of our Audit Committee since July 2008. Mr. Key is sole proprietor of Key Consulting, LLC, a management and financial consulting business he started in 2003. From 1995 to 2001, Mr. Key was the executive vice president and chief financial officer of Textron Inc. and from 1992 to 1995 he served as the executive vice president and chief financial officer of ConAgra, Inc. From 1968 to 1991, Mr. Key worked at Ernst & Young, serving in various capacities, including as the managing partner of Ernst & Young's New York office from 1988 to 1991. His professional affiliations include: member, board of directors, member of compensation and governance committees, and chairman of the audit committee of Greenhill & Co., Inc. Mr. Key also serves on the board of directors of 1-800 Contacts, served on the board of directors of Sitel Corporation from 2006 to 2007, and serves on the board of managers of Deepwater Wind Holdings, LLC. Mr. Key earned an A.B. in Economics and Mathematics from Dartmouth College in 1966 and an M.B.A. from Cornell University in 1968. Mr. Key has more than four decades of accounting and financial experience, including service as a chief financial officer of public companies and the managing partner of Ernst & Young's New York office. Mr. Key was selected to serve on our board of directors in light of his accounting and financial knowledge and experience in large and complex organizations.

Bryan Martin has served as a member of our board of directors and Chairman of our Compensation Committee since 2008. Mr. Martin also serves as the Co-Chair of our Risk Oversight and Compliance Committee. Mr. Martin is a managing director of D. E. Shaw & Co., L.P., and has served as co-head of the D. E. Shaw group's U.S. growth and buyout private equity unit since joining D. E. Shaw & Co., L.P. in 2005. Prior to joining D. E. Shaw & Co., L.P., Mr. Martin served as a partner at J.P. Morgan Partners, LLC, focusing on the firm's leveraged buyout investments in, among other sectors, the energy, retail and industrial growth sectors from 2000 to 2005. Before that, he was a partner at the Beacon Group, LLC and co-manager of Beacon Group Energy Investors II, LP. Mr. Martin began his career as an equity analyst at Fidelity Investments, ultimately co-managing that firm's Select Energy Fund and working on its Specialty Retail Fund. Mr. Martin has served on a wide variety of public and private boards of directors, including Carrizo Oil & Gas, Inc.; Crosstown Traders, Inc.; General Maritime; Aspen Marketing Services, Inc.; Shell Technology Investment Partners C.V.; and Vetco International Ltd., and on the investment committee of Lime Rock Partners. He currently serves on the board of directors of Franklin Holdings (Bermuda), Ltd. and on the board of managers of Green Rock Energy, L.L.C.; Snikiddy, LLC and Deepwater Wind Holdings, LLC. Mr. Martin received a B.A. in history from Yale University and an M.B.A. from Northwestern University. Mr. Martin has more than a decade of experience in a variety of industries, including the energy field. This experience includes service with investment and private equity firms and service on the boards of directors of numerous companies, including in our general industry. Mr. Martin was selected to serve on our board of directors in light of his finance skills and energy industry knowledge.

Jim Mogg has served as a member of our board of directors and Chairman of our board of directors since July 2008. Mr. Mogg also serves as the Chairman of our Nominating and Governance Committee. During 2006, Mr. Mogg served as advisor to the chairman of Duke Energy Corporation; from 2004 to 2006 he served as group vice president and chief development officer of Duke Energy Corporation; and from 2000 to 2004 he served as chairman, president and chief executive officer of Duke Energy Field Services. Also, from 2000 to 2005 Mr. Mogg was vice chairman/chairman of TEPPCO Partners and from 2005 to 2007 he was chairman of DCP Midstream Partners. Prior to this time, Mr. Mogg served in various executive and senior management positions at Duke Energy and Pan Energy. Since May 2007, Mr. Mogg has served on the board of directors, the compensation committee and the nominating and corporate governance committee of Bill Barrett Corporation and the board of directors, compensation committee and corporate governance committee of Oneok, Inc. and since August 2009, Mr. Mogg has served on the board of directors and the audit committee of Oneok Partners, L.P. Mr. Mogg has a B.S. in Mathematics from Southwestern Oklahoma State University and completed the A.M.P. at Harvard Business School. Mr. Mogg has more than three decades of

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experience in the energy field. This experience includes service as chairman, chief executive officer, chief development officer and other senior positions at companies in the energy industry. Mr. Mogg was selected to serve on our board of directors in light of the breadth and strength of the skills developed in these positions and his industry experience.

Matthew Raino has served as a member of our board of directors and our Audit Committee since 2009. Mr. Raino is a vice president at Madison Dearborn Partners, LLC, and has held this position since August 2007. From 2005 to 2007, Mr. Raino attended Northwestern University J.L. Kellogg Graduate School of Management. From July 2003 to July 2005, Mr. Raino served as an associate at Madison Dearborn Partners, LLC. Mr. Raino has a B.B.A. from the University of Michigan and an M.B.A. from Northwestern University J.L. Kellogg Graduate School of Management. Mr. Raino has gained financial and management skills through work with a variety of companies in which Madison Dearborn Partners, LLC has investments. Mr. Raino was selected to serve on our board of directors in light of these skills.

Pat Wood, III has served as a member of our board of directors and has served on our Audit Committee and Compensation Committee since 2010. Mr. Wood has been a Principal of Wood3 Resources, an energy infrastructure developer, since July 2005. From 2001 to 2005, Mr. Wood served as the chairman of the Federal Energy Regulatory Commission. From 1995 to 2001, Mr. Wood chaired the Public Utility Commission of Texas. Mr. Wood has also been an attorney with Baker & Botts, a global law firm, and an associate project engineer with Arco Indonesia, an oil and gas company, in Jakarta. He currently serves as a board member of SunPower Corp., Quanta Services, Inc., Range Fuels, Xtreme Power Solutions, and TPI Composites. He was graduated from Texas A&M University (B.Sci., Civil Engineering) and from Harvard Law School. Mr. Wood was selected to serve on our board of directors in light of his regulatory leadership and insight, his knowledge of the energy industry, his public and private company board experience and his management experience.

        There are no family relationships between our directors and executive officers.

Board Composition

        Our by-laws provide that our board of directors will consist of such number of directors as determined from time to time by a resolution adopted by the board. Initially, we expect that our board of directors will consist of nine members, of whom Mr. Gish, Mr. Key, Mr. Mogg and Mr. Wood will qualify as "independent" under the Nasdaq Listing Rules. Any additional directorships resulting from an increase in the number of directors may only be filled by the directors then in office. The term of office for each director will be until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Stockholders will elect directors each year at our annual meeting. We expect that, in the nominating agreement described below, we will agree to nominate for the election as directors certain persons designated by our Sponsors and that our Sponsors will agree to vote for the election of such persons as directors.

        After completion of this offering, we will be deemed to be a "controlled company" under the Nasdaq Listing Rules because more than 50% of our voting power will be held by our Sponsors, who are entering into a nominating agreement in connection with the completion of this offering. We intend to rely upon the "controlled company" exception to the director independence requirements under Rule 5605 of the Nasdaq Listing Rules. See "The Reorganization and Our Holding Company Structure—Nominating Agreement." Pursuant to this exception, we will be exempt from the rules that would otherwise require that our board of directors consist of a majority of independent directors and that our Compensation Committee and Nominating and Corporate Governance Committee be composed entirely of independent directors. The "controlled company" exception does not modify the independence requirements for the Audit Committee, and we intend to comply with the requirements of the Sarbanes-Oxley Act and Nasdaq rules, which require that our Audit Committee consist exclusively of independent directors within one year after completion of this offering.

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Board Committees

        We currently have an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Risk Oversight and Compliance Committee. Our board of directors will adopt a written charter for each of its committees prior to completion of this offering, which will be available on our website. The composition, duties and responsibilities of these committees are set forth below. Committee members will hold office for a term of one year. Our board may establish other committees, as it deems appropriate, to assist with its responsibilities.

Audit Committee

        The Audit Committee is responsible for: (1) selecting and compensating our independent registered public accounting firm; (2) approving the overall scope of our annual audits; (3) assisting the board in monitoring the integrity of our financial statements, the independent registered public accounting firm's qualifications and independence, the performance of our independent registered public accounting firm and our internal audit function and our compliance with legal and regulatory requirements; (4) annually reviewing our independent registered public accounting firm's report describing the registered public accounting firm's internal quality control procedures and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm; (5) discussing the annual audited financial and quarterly financial statements with management and the independent auditor; (6) discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies from time to time; (7) discussing policies with respect to risk assessment and risk management; (8) meeting separately, periodically, with management, internal auditors and the independent registered public accounting firm; (9) reviewing with the independent auditor any audit problems or difficulties and management's response; (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm; (11) handling such other matters that are specifically delegated to the Audit Committee by the board of directors from time to time; and (12) reporting regularly to the full board of directors.

        Our Audit Committee consists of Messrs. Key (Chairman), Aube, Raino and Wood. Our board of directors has determined that Messrs. Key and Wood are independent directors under the rules and regulations of the SEC and the Nasdaq Listing Rules, and Mr. Key will qualify as an "audit committee financial expert" as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.

Compensation Committee

        The Compensation Committee is responsible for establishing and overseeing our compensation policies, plans and programs. Our Compensation Committee consists of Messrs. Martin (Chairman), Eilers, Mogg and Wood. The Compensation Committee of First Wind Holdings, LLC held three meetings during 2008 and six during 2009. For additional information relating to this committee, see "Executive Compensation—Our Compensation Committee."

Nominating and Corporate Governance Committee

        Our Nominating and Corporate Governance Committee assists our board of directors in identifying individuals qualified to become members of management and members of our board of directors consistent with criteria established by our board and in developing our corporate governance principles. This committee's responsibilities include: (1) evaluating the composition, size and governance of our board of directors and its committees and making recommendations regarding future planning and the appointment of directors to our committees; (2) establishing a policy for considering stockholder nominees for election to our board of directors; (3) evaluating and recommending candidates for election to our board of directors; (4) overseeing the performance and self-evaluation process of our board of directors and developing continuing education programs for our directors;

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(5) reviewing our corporate governance principles and providing recommendations to the board regarding possible changes; (6) evaluating and recommending management candidates; and (7) reviewing and monitoring compliance with our code of ethics and our insider trading policy. Our Nominating and Corporate Governance Committee consists of Messrs. Mogg (Chairman), Eilers, Key and Martin.

Risk Oversight and Compliance Committee

        Our Risk Oversight and Compliance Committee assists our board of directors in assessing major strategic, operational, regulatory, informational and external risks inherent in our business. The committee's responsibilities include: (1) reviewing and evaluating management's identification of all risks to our business and their relative priority; (2) assessing the adequacy of management's risk assessment, its plans for risk control or mitigation, and disclosure; and (3) together with our Audit Committee, assessing and discussing with our General Counsel, our Chief Financial Officer and our independent registered public accounting firm, significant risks or exposures, the steps management has taken to mitigate such risks or exposures and our underlying policies with respect to risk assessment and risk management. Our Risk Oversight and Compliance Committee consists of Messrs. Eilers (Co-Chairman), Martin (Co-Chairman) and Key. Mr. Key is also Chairman of the Audit Committee.

Compensation Committee Interlocks and Insider Participation

        No member of our Compensation Committee is an officer or employee of us, nor is any member a former officer or employee of ours. There are no interlocking relationships between any of our executive officers and the Compensation Committee, on the one hand, and the executive officers and the compensation committees of any other companies, on the other hand.

Code of Ethics

        We have adopted a code of ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. We intend to satisfy the requirements of Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our code of ethics that apply to our principal executive, financial and accounting officers by posting such information on our website.

Indemnification

        Our certificate of incorporation and bylaws provide indemnification rights to the members of our board of directors. Additionally, we will enter into separate indemnification agreements with the members of our board of directors to provide additional indemnification benefits, including the right to receive advance reimbursements for expenses incurred in connection with a defense for which the director is entitled to indemnification.

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EXECUTIVE COMPENSATION

        In this section, any reference to Series B Units is to First Wind Holdings, LLC's Series B Units, which were outstanding prior to the reorganization that will be effected immediately before completion of this offering.

Compensation Discussion and Analysis

        This section describes our compensation programs for executive officers. We address why we believe our programs are appropriate for our company and our stockholders, and we explain the process used for determining levels of compensation. Currently, we have six executive officers. These executives have the broadest job responsibilities and policy-making authority in the company, and they are accountable for the company's performance. The details of compensation for our Chief Executive Officer, President and Chief Financial Officer, former Chief Financial Officer and the three other highest paid executive officers (collectively called the Named Executive Officers) can be found in the Summary Compensation Table on page 141.

        We believe our success depends on the continued contributions of our executive officers. We have designed our executive compensation programs with the philosophy of attracting, motivating and retaining experienced and qualified executive officers with compensation that recognizes individual merit and overall business results. We intend for our policies to support attaining our strategic objectives by aligning the interests of our executive officers with those of our stockholders through operational and financial performance goals and equity-based compensation.

        The principal elements of our executive compensation program for 2009 were base salary, annual cash incentives and long-term incentive compensation, and other benefits. Other benefits provided to our executive officers include life, disability, health and dental insurance benefits, a qualified 401(k) retirement savings plan with company matching contributions and paid vacation and holidays. We believe that the combination of these elements appropriately compensates the executives for their service, while also providing an incentive for the executives to create long-term value.

Our Compensation Committee

        The Compensation Committee of our board of directors is responsible primarily for overseeing our compensation policies and determining compensation of executive officers and members of the board. The members of our Compensation Committee are Messrs. Martin (Chairman), Eilers, Mogg and Wood. Messrs. Mogg and Wood are independent directors under Nasdaq rules. We will continue to be a controlled company following this offering. We believe that because two of the members of the Compensation Committee are affiliated with major stockholders, the focus of the Compensation Committee in their deliberations on compensation matters will continue to be aligned with stockholders interests.

        The Compensation Committee holds regularly scheduled meetings and reports its activities to the board. In performing its functions, the Compensation Committee is supported by our human resources organization. The Compensation Committee retains independent experts and advisors as necessary to provide expert advice and opinion on compensation matters, market trends and changing legislation that governs executive compensation.

Responsibilities of the Compensation Committee

In General

•

Approve compensation philosophy and principles that apply generally to our employees.

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•

Administer our equity compensation programs unless the Compensation Committee deems it advisable for the board to approve any grants or awards under such programs, in which case the Compensation Committee makes recommendations to the board. The Compensation Committee may delegate a portion of this authority to the Chief Executive Officer to the extent it determines is appropriate.

•

Select a peer group of companies against which to benchmark and compare our compensation programs.

•

Perform any other activities as the Compensation Committee deems appropriate or as are requested by the board.

With Respect to Review of Executive Officers' Compensation

•

Review and approve company-wide and personal goals and objectives relevant to each executive officer's compensation.

•

Evaluate, at least annually, the performance of each executive officer in light of his or her goals.

•

Set the base salary, bonus and long-term incentive compensation of each executive officer based on, as the Compensation Committee deems appropriate, the Compensation Committee's evaluation of:

•

competitive compensation practices;

•

the mix of base salary, bonus and long-term incentive compensation;

•

each executive officer's performance in achieving his or her goals;

•

each executive officer's compensation, including long-term incentive compensation, in past years; and

•

other factors as the Compensation Committee deems necessary or appropriate.

•

Review and approve employment agreements, severance arrangements and change of control agreements and provisions, as well as any special supplemental benefits, for each executive officer, including in connection with the hiring of a new executive officer.

Compensation Program Objectives

        Our objective is to hold executive officers accountable for the ethical, financial and competitive performance of the company. The program is designed to reward results that are superior to those of our competitors and that provide positive total stockholder return. To do this, our compensation program is based on these fundamental principles:

•

maintain high standards by requiring executive behavior that reflects our commitment to the highest standards of corporate governance and ethics;

•

pay for performance based on the company's results and on the individual's contributions toward those results;

•

deliver rewards in ways that motivate and reward executives to think and act in both the near-term and long-term interests of our constituents, our customers, our employees and our stockholders; and

•

enable us to attract and retain qualified, talented executives with the knowledge, experience and skills necessary to drive continued growth and success.

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        The Compensation Committee reviews our executive compensation programs on an annual basis, to determine if the programs are effective in achieving the objectives established by the Compensation Committee.

        Our Chief Executive Officer, President and Chief Financial Officer, General Counsel and Senior Vice President of Human Resources are regularly invited to attend meetings of the Compensation Committee, but are excused from the meetings during any discussion of their own compensation. No executive officer determines his or her own compensation or the compensation of any other executive officer. As members of the board, members of the Compensation Committee receives information concerning the performance of the company during the year and regularly interact with the company's management. The Chief Executive Officer and the President and Chief Financial Officer review the performance of the other executive officers with the Compensation Committee and make recommendations to the Compensation Committee with respect to the appropriate base salary, annual cash incentives and long-term equity incentive awards to be granted to the other executive officers. During the Compensation Committee's deliberations on executive compensation, the Chief Executive Officer also gives the Compensation Committee and the board an assessment of his own performance during the year just ended. The Senior Vice President of Human Resources assists in the preparation of and reviews the compensation recommendations made to the Compensation Committee.

        Based in part on these recommendations from our Chief Executive Officer and President and Chief Financial Officer, and the other considerations discussed below, the Compensation Committee will approve the annual compensation package of each of our executive officers, other than our Chief Executive Officer. The Compensation Committee alone analyzes the performance of our Chief Executive Officer and determines his base salary, annual cash incentive and long-term equity incentive awards. The Compensation Committee may seek input from our executive officers in addition to our Chief Executive Officer and President and Chief Financial Officer when establishing future performance goals of our individual executive officers.

        The Compensation Committee establishes specific performance targets for our executive officers to achieve in order to receive annual cash incentives. We expect these performance targets to be good indicators of the executive officers' impact on our operational success and provide specific standards that motivate the officers to perform in the company and our stockholders' best interests. We expect these targets to include performance measures that relate to increasing the value of the company, including, but not limited to: meeting financial targets associated with the operation and construction of our projects, achieving certain milestones with respect to our project development portfolio and completing specific major tasks that need to be accomplished to enhance our financial condition. Specifically, compensation will be based upon a competitive plan and paid based on a combination of group and individual goals that include meeting or exceeding key financial and operating criteria and other goals established by the board to enhance the value of our common stock. See the discussion of "Annual Cash Bonuses / Non-Equity Incentive Plans" beginning on page 135. In addition, merit base pay increases and long-term incentive awards are based generally on both company and individual performance, but are not tied to specific performance targets.

Certain Principles of Our Executive Compensation Programs

Allocation Between Long-term and Current Compensation

        Current compensation consists of base pay and annual cash incentives. Long-term compensation has been provided with equity in the form of Series B Units and we anticipate future long-term compensation awards to be made under the 2010 LTIP. The allocation between long-term and current compensation will be based on the nature of each executive's annual performance objectives and our retention objectives.

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Allocation Between Cash and Non-cash Compensation

        The allocation between cash and non-cash compensation will be based on each executive's annual performance objectives and the retention objectives of the company and may vary from year to year. In 2009, all current and short term compensation was paid in cash and any long term incentives were provided with equity in the form of Series B Units. We may decide in future years to pay some or all of short term and long term incentives in equity depending upon the nature of each executive's annual performance objectives and the goals and retention objectives of our company.

Our Executive Compensation Programs

        Overall, our executive compensation programs are designed to be consistent with the objectives and principles set forth above. The basic elements of our executive compensation programs are summarized in the table below, followed by a more detailed discussion of each compensation program.

Element	Characteristics	Purpose
Base Salary	Fixed amount that may be adjusted annually.	Attract and retain talent.
Annual Bonus — Non Equity Incentive Plan	Based on performance against both company and individual goals and objectives.	Align executives' efforts with and motivate them to drive stockholder value and support both the short-term and long-term financial growth and stability of the company and reward results.
Long-Term Incentives	Based on performance individually and as an executive group.	Retain and motivate our executives over a longer term.
401(k) Plan	Voluntary annual contributions matched by the company.	Enhance overall compensation package in accordance with market competitive practice.
Welfare Benefits	Ongoing participation in medical, life, disability, dental and other employee benefits.	Attract and retain talent and maintain the overall compensation package in accordance with market competitive practice.
Severance	Participation in our severance plan.	Provide severance benefits following involuntary termination without cause.

        The Compensation Committee generally considers total compensation when setting the compensation of the executive officers. Amounts realized by executives from prior compensation, such as gains from previous equity-based awards, are taken into account in setting other elements of compensation. The Compensation Committee reviews each executive officer's total compensation and benefits package. In doing so, the Compensation Committee considers the retention value of the long-term equity currently held by the executive and it considers the impact that retirement or termination would have on the executive's total compensation. Based on this review, the Compensation Committee may decide to adjust one or more elements of an executive's total compensation. Certain compensation decisions may specifically affect other elements of compensation. For example, because the bonus program is targeted as a percentage of the employee's base salary, increases in base salary

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also increase the amount of bonus for which executives are eligible. With respect to new executive officers, we take into account their prior base salary and annual cash incentives, as well as the contributions expected to be made by the new executive officer. We also believe that each of our executive officers should be fairly compensated relative to the pay levels of our other executive officers.

Annual Cash Compensation

        To attract and retain qualified executives, we provide a competitive total compensation package. To obtain information about competitive compensation we have primarily relied on informal reviews of compensation practices of similar companies as well as information we receive from executive search firms. While we have not generally used the services of external compensation consultants, the Compensation Committee retained the services of an external compensation consultant to provide advice on pay practices with respect to executive employment contracts and severance practices. The role of the compensation consultant was minor with respect to the compensation decisions and work performed by the Compensation Committee in 2009.

        We have not established a competitive peer group with which to make comparative compensation determinations, and do not "benchmark" any particular target levels of compensation.

Base Salary

        The Compensation Committee reviews the salaries of our executives as a group and individually annually. The factors considered when establishing the base salary for each executive officer include but are not limited to: the individual's performance, relevant experience, role, responsibilities and contribution level and the pay of our other executives. In addition, external market factors are also considered when reviewing base salaries of our executive officers.

        The base salaries paid to our Named Executive Officers for fiscal 2009 are set forth below in the summary compensation table. See "—2009 Summary of Compensation Table." For fiscal 2009, the Compensation Committee did not increase the salary of any executive officer as part of an annual review, although Messrs. Alvarez and Adams received salary increases in conjunction with promotions (discussed below). Mr. Gaynor serves as our Chief Executive Officer and is paid an annual salary of $375,000. Mr. Alvarez received a salary increase of 7.1% to $375,000 in conjunction with his promotion to President. No change to his salary was made following his assumption of the role of Chief Financial Officer in November 2009. Mr. Adams received a salary increase to $315,000 per year in conjunction with his promotion to Executive Vice President and Chief Development Officer. Mr. Wilson serves as our Executive Vice President, General Counsel and Secretary and receives an annual salary of $350,000. Ms. Grant serves as our Senior Vice President of External Affairs and received an annual salary of $200,000 in 2009, which was increased to $230,000 in February 2010. Mr. Metzner, whose employment ended on November 12, 2009, served as our Executive Vice President and Chief Financial Officer and was paid an annual salary of $350,000.

Annual Cash Bonuses / Non-Equity Incentive Plans

        The annual cash incentive plan for our Named Executive Officers provides for cash bonuses with a target bonus based upon a percentage of the executive officer's base salary. This target bonus percentage has been set at 100% of base salary for executive officers at the level of Executive Vice President or higher and 75% of base salary for executive officers at the level of Senior Vice President, but may be modified by the Compensation Committee from time to time depending upon the executive's role and contribution level and/or our incentive objectives. Any bonuses actually paid are determined in our discretion and may be less than, equal to or greater than the target bonus. Our 2009 cash bonus awards were recommended by the Chief Executive Officer and determined by the Compensation Committee based on performance measured against pre-established company and

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individual performance goals. The Compensation Committee alone determined the 2009 cash bonus for our Chief Executive Officer, based on the Compensation Committee's evaluation of our performance and individual performance goals described below. The extent to which each of the goals was met guided our Chief Executive Officer and the Compensation Committee in recommending and determining, respectively, the bonus paid to each Named Executive Officer.

        The Compensation Committee, with recommendations from the Named Executive Officers, established four company-wide targets for the purpose of measuring performance under the 2009 non-equity incentive plan. These company goals are weighted equally and each target had a stretch and a minimum threshold target. Achievement of at least the minimum threshold for two out of the four goals was a prerequisite for bonus payments under the plan.

        The following discussion provides information with respect to our goals and our results and explains how the Compensation Committee considered the results in determining the 2009 bonuses for the Named Executive Officers.

        The first goal for 2009 was Project EBITDA plus PTCs minus cash general and administrative expenses. The target for this goal was ($36.7 million) which excluded Milford I. The actual Project EBITDA plus PTCs of $44.8 million (Project EBITDA of $36.3 million plus PTCs of $13.0 million less amounts related to Milford I and allocations totaling $4.5 million), minus cash general and administrative expenses of $78.6 million (project development expenses of $35.9 million plus general and administrative expenses of $39.2 million plus non-cash items and allocations totaling $3.5 million), was equal to ($33.8 million) which favorably exceeded the target by 8%, or more than $3 million. See footnote 5 beginning on page 51 for a reconciliation of Project EBITDA to gross income (loss), which we believe to be the most directly comparable financial measure calculated and presented in accordance with GAAP.

        The second goal for 2009 was to raise the capital necessary to execute the business plan. The company successfully raised $115 million from affiliates of AIMCO in July 2009 (see Note 6 to our consolidated financial statements included elsewhere in this prospectus). We also managed our liquidity and received additional capital through ARRA grants, tax equity financing and restructuring of project level debt and turbine supply loans. As a result of these actions, we had sufficient capital to execute our 2009 plan and the target goal was satisfied.

        The third goal for 2009 was to complete construction of 2009 planned wind projects on time and on budget. Our Milford I Wind Corridor project was planned to commence commercial operations between October 15, 2009 and December 15, 2009 with a target of November 15, 2009. Milford I went into commercial operation on time and was under budget by approximately $5 million. The timetable for three other projects that had been targeted to be completed by the end of 2009 was modified due to external circumstances that delayed construction financing, although progress towards completion of these projects was made during 2009 despite these delays. The Compensation Committee determined that achievement of this goal was between threshold and target.

        The final goal for 2009 was to prepare for an initial public offering by developing and implementing plans for forecasting and reporting capabilities, corporate governance and other processes and policies appropriate for a public company. In order to achieve this goal the company developed a project plan with respect to the necessary actions to implement the required policies and procedures. The Compensation Committee determined that achievement of this goal was between threshold and target.

        In addition to the company-wide targets, each Named Executive Officer had individual goals for 2009.

        Mr. Gaynor's goals were principally tied to the four corporate goals listed above. Additional goals included objectives with respect to developing a highly effective management team, positioning the

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company to strategically compete within the wind power industry and developing alternative strategies to enable us to quickly react to both opportunities and threats that may arise due to the current economic and/or political environment.

        Mr. Alvarez's goals were principally tied to the operational and construction components of the four corporate goals listed above. Additional goals included objectives with respect to building the appropriate physical (office space) and systems infrastructure to support the growth of the business, plant operations and personnel safety and development of a highly effective management team.

        Mr. Adam's goals included objectives with respect to meeting project development milestones, advancement of existing projects through our internal review processes and building an additional pipeline of development projects to support future growth.

        Mr. Wilson's goals included objectives with respect to development of a highly effective legal organization, development of a plan for us to become a public company from a legal and governance standpoint and managing our internal and external legal costs so that they are commensurate with the value of services received.

        Ms. Grant's goals included objectives with respect to developing an external affairs function with the appropriate policies and practices to support our strategic objectives, implementing both internal and external communications and public affairs plans and staying abreast of key federal and state legislative and policy matters with respect to the wind industry.

        In determining bonuses for 2009 for our Named Executive Officers, the Compensation Committee considered the following:

•

Actual performance compared with the company goals.  The Compensation Committee concluded that the company substantially exceeded our Project EBITDA goal, achieved our capital raising goal, and achieved performance between threshold and target for the construction and IPO-readiness goals. Giving equal weight to each of these goals, the Compensation Committee determined that we had achieved approximately 95% of our company-wide targets.

•

Additional Performance Considerations.  The Compensation Committee recognized the substantial execution of our business plan for the year notwithstanding external considerations, including the economic considerations discussed below.

•

Economic Considerations.  The Compensation Committee considered the impact of unanticipated external factors such as the severe recession, including the significant disruption in credit, tax equity and capital markets, during the year. Specifically, it recognized our various operational achievements (including with respect to our company-wide targets) during a period when many companies were unsuccessful in executing business plans, experienced disappointing financial results and failed to meet targets.

•

Individual Performance.  The Compensation Committee reviewed the performance of the Named Executive Officers with respect to their individuals goals and determined that each of the Named Executive Officers fully met his or her goals for 2009.

        Taking into account the totality of the circumstances, including approximately 95% achievement of the company-wide goals, each of the Named Executive Officers' having fully met individual goals, the extraordinarily difficult economic and business environment and our ability to effectively operate in such an environment (including substantial implementation of our business plan), the Compensation Committee determined that payment of 2009 bonuses at target levels for each Named Executive Officer was appropriate.

        The amounts that each executive received can be found in the summary compensation table below. See "—2009 Summary of Compensation Table."

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        Pursuant to an employment agreement between us and Mr. Wilson, Mr. Wilson received a sign-on bonus of $500,000 payable in two installments of $350,000 on December 31, 2008 and $150,000 on June 30, 2009. In addition, for 2009 Mr. Wilson received a guaranteed annual year-end bonus of $350,000 and was not a participant in our annual bonus plan. Beginning in 2010, Mr. Wilson will be subject to the same base salary and bonus plan (including a target bonus of 100% of his base salary in accordance with the guidelines set forth above) as all other executive officers.

        Mr. Alvarez was promoted to President in March of 2009. At the time of his promotion, he was awarded a bonus of $150,000, in recognition of his increased responsibilities.

Long-Term Equity Incentive Compensation

        We use long-term equity compensation to retain, motivate and align the interests of our officers and employees with those of our stockholders. As with cash compensation, the Compensation Committee determines all long-term awards. Our approach is to keep equity compensation competitive and meaningful, yet reflective of the individual's performance and long-term value to the company. To achieve this, the Compensation Committee does the following:

•

considers the value of such awards using the same formula that is used for financial accounting purposes;

•

evaluates the executive's level of current and potential job responsibility and assesses the company's desire to retain that executive over the long term; and

•

judges the retention value of existing long-term equity for that executive.

        Certain employees and some of our executive officers, including our Named Executive Officers, received such grants in 2009. As discussed under Grants of Plan-Based Awards, we awarded Series B Units to certain of our Named Executive Officers in 2009 of which 2,872,104 were new hire awards to Ms. Grant and Mr. Wilson in connection with their joining the company in 2008 and 2,611,003 were awards related to the promotions of Mr. Alvarez to President and Mr. Adams to Chief Development Officer. In January 2010, an additional 7,988,489 Series B Units were awarded to some of our Named Executive Officers. The January 2010 grants resulted from an annual review of each Named Executive Officer's total compensation, including equity. For all long-term equity awards granted to our executive officers, including awards made in 2008, the Compensation Committee considered several factors when determining the size of the awards including the Named Executive Officer's existing equity, individual performance and contribution level and scope of responsibility, as well as retention and ownership objectives for each Named Executive Officer. The awards granted in 2008 were made at a critical time in the Company's growth and development. The Compensation Committee determined the size of the 2008 awards using the same factors as outlined above, with a focus on achieving an appropriate balance of equity ownership percentages that would reflect and recognize past performance and contributions over a period when the Company's risk profile was much different, as well as properly incentivize new executive level talent added to the organization. The Compensation Committee had ownership targets they wanted to achieve for key contributors, including Messrs. Gaynor and Alvarez, in order to ensure that retention and ownership objectives were met with respect to the management team (including both existing and new executive level talent).

Other Benefits

Retirement Savings Opportunity

        All employees may participate in our 401(k) Retirement Savings Plan, or 401(k) Plan as soon as they become an employee. We provide this 401(k) Plan to help our employees save a portion of their cash compensation for retirement in a tax efficient manner. We match the contributions made by our employees to the 401(k) Plan. Employees are immediately 100% vested in both their own contributions

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as well as the company match. Our Named Executive Officers participate in the 401(k) plan on the same basis as all other employees.

Health and Welfare Benefits

        All full-time employees, including our Named Executive Officers, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance.

Other Perquisites

        Our executive officers are eligible to participate in the same benefit programs that are broadly available to other employees, and under the same terms and conditions and at the same levels as other employees, subject to any limitations required by the benefit plans themselves such as compensation limits imposed by the Internal Revenue Service.

        Messrs. Alvarez and Wilson have arrangements with the company that provide for us to pay family travel and temporary housing expenses.

        Mr. Alvarez, when accepting his promotion to President in March 2009, agreed to spend an increased amount of his time in the Boston office. The company provides him with a company car and a furnished apartment in South Boston. The company also reimburses him for expenses related to quarterly visits by family members from San Francisco. Any of these reimbursements that are taxable to Mr. Alvarez are grossed up.

        Mr. Wilson's arrangement provides for a housing allowance of up to $4,000 per month for temporary living expenses including rent, parking and other expenses associated with his temporary housing in Boston as well as certain family travel expenses. Any of these reimbursements that are taxable to Mr. Wilson are grossed up.

        As Chief Development Officer, Mr. Adams was provided with a company car for a portion of 2009, but will not be provided with a company car for 2010.

        Mr. Metzner received other separation benefits including severance payments and continuation of his medical and dental benefits at the company's expense.

        The expenses described in this perquisite section are included in the Summary Compensation Table in the All Other Compensation column and in the Other Compensation table on pages 141 and 142.

Employment Agreements of Executive Officers

        Effective November 1, 2009, all employees, including the executive officers, moved to "at-will" employment arrangements. This was done to standardize the terms and conditions under which we employ people and to more closely align the interests of executive officers with those of our equity holders.

Severance and Change of Control Arrangements

        Our employees and executive officers are entitled to certain benefits upon the involuntary termination of their employment without cause. The severance provisions are governed by the terms of our severance plan. Severance benefits are cash payments made to executives over a specified period of time. The level of severance benefits is generally determined based on the contribution level and length of service of each person. These severance benefit levels were initially established by reviewing competitive data that is generally available combined with specific data provided by our compensation consultants. The Compensation Committee may, in its sole discretion, modify or terminate the

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severance plan, or the terms of any individual's severance benefit at any time, should business conditions or competitive practice warrant such change or termination.

Stock Ownership Guidelines

        We do not have stock ownership guidelines for our executive officers because we believe our current incentive compensation arrangements provide the appropriate alignment between executive officers and our stockholders. We will continue to periodically review best practices and evaluate our position with respect to stock ownership guidelines.

Securities Trading Policy

        Our securities trading policy provides that executive officers, including the Named Executive Officers, and our directors, may not, among other things, purchase or sell puts or calls to sell or buy our stock, engage in short sales with respect to our stock, buy our securities on margin, or otherwise hedge their ownership of our stock. The purchase or sale of stock by our executive officers and directors may only be made during certain windows of time and under the other conditions contained in our policy.

Tax Deductibility of Executive Compensation

        Limitations on deductibility of compensation may apply under Section 162(m) of the Code, as discussed below. An exception applies to this deductibility limitation for a limited period of time in the case of companies that become publicly traded. In addition, following such limited period of time, an exception to the $1 million limit applies with respect to certain performance-based compensation.

        Although deductibility of compensation is preferred, tax deductibility is not a primary objective of our compensation programs. We believe that achieving our compensation objectives set forth above is more important than the benefit of tax deductibility, and we reserve the right to maintain flexibility in how we compensate our executive officers that may result in limited deductibility of amounts of compensation from time to time.

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2009 Summary Compensation Table

        The following table shows information concerning the annual compensation for services provided to us by our Chief Executive Officer, our President and Chief Financial Officer, our former Chief Financial Officer and our three other most highly compensated executive officers during the fiscal year ended December 31, 2009. Any reference to the grant of Series B Units in this section is to First Wind Holdings, LLC's Series B Units, which were issued prior to the reclassification of First Wind Holdings, LLC's units that we are undertaking in connection with our reorganization, which we are effecting immediately before this offering. See "The Reorganization and Our Holding Company Structure."

Name and Principal Position		Year		Salary(1)		Bonus		Stock Awards(2)		Non-Equity Incentives(3)		All Other Compensation(4)		Total
Paul Gaynor			2007	$	277,677	$	500,000		—		—	$	14,774	$	792,451
	Chief Executive Officer		2008	$	362,765	$	100,000	$	6,488,720		—	$	14,837	$	6,966,322
	and Director		2009	$	375,323		—		—	$	375,000	$	11,900	$	762,223
Michael Alvarez(5)			2007	$	277,488	$	375,000		—		—	$	19,488	$	671,976
	President and Chief		2008	$	341,130	$	100,000	$	6,202,490		—	$	19,286	$	6,662,906
	Financial Officer		2009	$	369,761	$	150,000	$	438,648	$	375,000	$	134,001	$	1,467,410
Kurt Adams			2009	$	315,322			$	657,973	$	315,000	$	28,980	$	1,317,275
	Executive Vice President
	and Chief Development
	Officer
Paul Wilson(6)			2008		—	$	350,000		—		—		—	$	350,000
	Executive Vice President,		2009	$	343,435	$	500,000	$	877,297	$	—	$	116,793	$	1,837,525
	General Counsel and
	Secretary
Carol Grant			2009	$	200,270		—	$	328,986	$	150,000	$	10,088	$	689,344
	Senior Vice President,
	External Affairs
Michael Metzner(7)			2009	$	324,735		—		—		—	$	234,943	$	559,678
	Former Chief Financial
	Officer

(1)

Represents salary earned during the reportable year.

(2)

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

(3)

Represents Non-Equity incentives paid under the 2009 Bonus Plan as approved by the Compensation Committee in February 2010.

(4)

Represents the matching contributions of up to 4% made by us to the Named Executive Officer's 401(k) plan; payments made by us for long term and short-term disability and life insurance premiums as well as medical and dental insurance premiums and payments to provide other benefits to the Named Executive Officers as described in the supplemental table below.

(5)

Mr. Alvarez was promoted to President in March 2009 and assumed the role of Chief Financial Officer in November 2009. As part of his promotion to President, he received a bonus of $150,000.

(6)

Mr. Wilson received guaranteed bonuses of 150,000 (which was a portion of his $500,000 signing bonus) and 350,000 for 2009. $350,000 of his signing bonus was paid at the end of 2008.

(7)

Michael Metzner was our Chief Financial Officer between June 2008 and November 2009 when he left the company.

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Other Compensation

Name	Year		Tax Reimbursements(1)		Welfare Benefit Premiums(2)		Company Contributions(3)		Vehicle Expense(4)		Temporary Living Expense(5)		Family Travel(6)		Relocation(7)		Other Benefits(8)		Total
Paul Gaynor		2007		—	$	5,774	$	9,000		—		—		—		—		—	$	14,774
		2008		—	$	5,637	$	9,200		—		—		—		—		—	$	14,837
		2009		—	$	5,022	$	6,878		—		—		—		—		—	$	11,900
Michael Alvarez		2007		—	$	10,488	$	9,000		—		—		—		—		—	$	19,488
		2008		—	$	10,086	$	9,200		—		—		—		—		—	$	19,286
		2009	$	34,414	$	10,088	$	9,800	$	6,845	$	69,371	$	3,483		—		—	$	134,001
Kurt Adams		2009		—	$	10,088	$	7,214	$	11,678		—		—		—		—	$	28,980
Paul Wilson		2009	$	32,011	$	8,109	$	9,800		—	$	49,333	$	4,432	$	13,108		—	$	116,793
Carol Grant		2009		—	$	10,088		—		—		—		—		—		—	$	10,088
Michael Metzner		2009		—	$	10,017	$	8,758		—		—		—		—	$	216,168	$	234,943

(1)

Represents tax gross-ups for relocation and temporary living expenses and family travel expenses.

(2)

Represents the premiums paid for medical, dental and life insurance benefits on the same basis as all other employees.

(3)

Represents the Company matching contributions to the 401(k) retirement savings plan.

(4)

Represents the cost to provide a company vehicle to the executive.

(5)

Represents the cost to provide temporary living accommodations.

(6)

Represents the cost to provide family travel benefits.

(7)

Represents the cost to provide relocation benefits.

(8)

Represents severance payments and payments for continuation of benefits made to Mr. Metzner from the time of his termination in November 2009 through the end of the year.

Grants of Plan-Based Awards

        In 2009, an aggregate of 5,483,107 Series B Units were awarded to certain of our Named Executive Officers pursuant to restricted unit agreements, as summarized in the table below. In addition, in January 2010 an aggregate of 7,988,489 Series B-5 Units were awarded to certain of our Named Executive Officers. Mr. Gaynor received 1,823,856 units, Mr. Alvarez received 2,735,784 units, Mr. Adams received 2,553,398 units, Mr. Wilson received 364,771 units and Ms. Grant received 510,680 units. As these grants were made after the reportable year, they are not reflected in the Summary Compensation Table, the Grants of Plan-Based Awards Table or the Outstanding Equity at Year End Table.

					Estimated Possible Payments Under Non-Equity Incentive Plan Awards(2)
											All other Stock Awards Units (#)(1)
													Grant Date Fair Value Stock Awards(4)
Name	Committee Action Date(1)		Grant Date(1)		Threshold $(3)		Target $		Maximum $
Paul Gaynor(5)		—		—	$	187,500	$	375,000	$	750,000		—		—
Michael Alvarez		5/6/2009		6/15/2009	$	187,500	$	375,000	$	750,000		1,044,401	$	438,648
Kurt Adams		5/6/2009		6/15/2009	$	157,500	$	315,000	$	630,000		1,566,602	$	657,973
Paul Wilson(6)		5/6/2009		6/15/2009		—		—		—		2,088,803	$	877,297
Carol Grant		5/6/2009		6/15/2009	$	75,000	$	150,000	$	300,000		783,301	$	328,986
Michael Metzner(7)

(1)

Series B-4 Units.

(2)

The Compensation Committee approved the non-equity incentive plan on February 6, 2009.

(3)

Assumes the minimum thresholds are achieved. If the minimum threshold targets are not met, no bonuses are paid.

(4)

Grant date fair value computed in accordance with FASB ASC Topic 718.

(5)

Mr. Gaynor did not receive equity in 2009.

(6)

Mr. Wilson was not eligible for a non-equity incentive plan award.

(7)

Mr. Metzner did not receive equity in 2009 and did not receive a non-equity incentive plan award due to the termination of his employment in November 2009.

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Outstanding Equity Awards at Fiscal Year End

        The following table sets forth the outstanding equity awards of our Named Executive Officers as of December 31, 2009.

Name		No. of Series B Units that have Not Vested (#)		Market Value of Series B Units that have Not Vested ($)(1)
Paul Gaynor
	Series B-1		938,217	$	525,329
	Series B-3		10,021,333	$	0
Michael Alvarez
	Series B-3		9,579,333	$	0
	Series B-4		1,044,401	$	0
Kurt Adams
	Series B-3		2,252,666	$	0
	Series B-4		1,044,401	$	0
Paul Wilson
	Series B-4		2,088,803	$	0
Carol Grant
	Series B-4		522,201	$	0
Michael Metzner(2)			—	$	—

(1)

Market Value determined based on a business enterprise valuation performed by us with the assistance of an independent valuation firm and based upon hypothetical distributions upon liquidation.

(2)

Mr. Metzner forfeited 6,116,000 unvested Series B-3 Units due to the termination of his employment in November 2009.

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        The following table shows the vesting schedule for Series B Units granted to our Named Executive Officers that were outstanding as of December 31, 2009. Our reorganization and this offering will not accelerate the vesting periods of our outstanding Series B Units.

Name		Units Granted		Grant Date		Vesting Commmencement Date(1)
Paul Gaynor
	Series B-1		6,192,000		4/28/2006		Various	(2)
	Series B-2		8,000,000		12/30/2006		12/30/2006
	Series B-3		6,800,000		4/8/2008		4/8/2008
	Series B-3		8,232,000		6/25/2008		6/25/2008
Michael Alvarez
	Series B-2		2,500,000		12/30/2006		12/30/2006
	Series B-3		6,500,000		4/8/2008		4/8/2008
	Series B-3		7,869,000		6/25/2008		6/25/2008
	Series B-4		1,044,401		6/15/2009		3/23/2009
Kurt Adams
	Series B-3		1,200,000		5/19/2008		5/19/2008
	Series B-3		2,179,000		6/25/2008		6/25/2008
	Series B-4		1,566,602		6/15/2009		11/1/2008
Paul Wilson
	Series B-4		2,088,803		6/15/2009		1/1/2009
Carol Grant
	Series B-4		783,301		6/15/2009		10/20/2008
Michael Metzner
	Series B-3		N/A		N/A		N/A

(1)

Units vest in three equal annual installments beginning on the first anniversary of the vesting commencement date and continuing on each of the following two anniversaries thereof.

(2)

On April 28, 2006, 31.91% of the Series B-1 Units began to vest. On July 28, 2006, 7.76% of the Series B-1 Units began to vest. On October 2, 2006, 11.78% of the Series B-1 Units began to vest. On November 1, 2006, 3.10% of the Series B-1 Units began to vest. On January 3, 2007, 4.08% of the Series B-1 Units began to vest. Pursuant to an amendment to the restricted unit agreements entered into in connection with the issuance of Series B-1 Units on March 31, 2008, all remaining Series B-1 Units (41.38%) began to vest on January 1, 2008. Each of these dates is considered a vesting commencement date.

Restricted Series B Units

        Pursuant to the terms of the limited liability company agreement of First Wind Holdings, LLC, as of December 31, 2007, we were authorized to issue up to 56,929,571 Series B Units as restricted grants to our officers, directors and employees. On April 7, 2008, First Wind Holdings, LLC increased the aggregate number of authorized Series B Units to 77,212,000 and on May 20, 2008 First Wind Holdings, LLC increased the aggregate number of authorized Series B Units to 180,000,000, of which 45,000,000 are not subject to any restrictions. Upon completion of this offering, holders of vested Series B Units that have then current value will receive shares of Class A common stock for such units. Unvested Series B Units and vested Series B Units that do not then have current value will expire under the terms of the current LLC Agreement of First Wind Holdings, LLC. The Series B Units were intended to constitute "profits interests" within the meaning of Revenue Procedures 93-27 and 2001-43. The "Outstanding Equity Awards at Fiscal Year End" table above provides individual quantitative information with respect to grants of all series of Series B Units to each of our Named Executive Officers as of December 31, 2009.

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Initiation of Vesting

        A portion of the Series B-1 Units began to vest on the date the units were granted, April 28, 2006. Additional Series B-1 units became vesting units on capital call completion dates according to a "funding fraction," where the numerator is the capital contributed as of such date and the denominator is the aggregate capital commitment. Each unit that becomes a vesting unit on any particular capital call date is considered to be in the same "tranche" of vesting units. On March 31, 2008, the Restricted Unit Agreements with respect to the Series B-1 Units were amended to allow all remaining unvesting Series B-1 units to begin vesting as of January 1, 2008. Each Series B-2 and B-3 Unit began vesting on its respective grant date. B-4 Units began vesting on either the grant date or the recipient's hire date depending upon whether the grant was a new hire award or a performance-based or promotion-based award.

Vesting of Series B Units

        If an officer remains continuously employed by us from the date he or she is granted Series B Units through the first anniversary of the date a tranche began to vest, ¹/3 of his or her units in such tranche will become vested shares. Assuming continued employment by us, an additional ¹/3 of the units in the tranche will vest on the second anniversary of the date the tranche began to vest and the remaining ¹/3 will vest upon the third anniversary of the date the tranche began to vest.

Vesting Upon Change of Control

        The arrangements governing the Series B Units provide that, in the event of a sale or business combination that results in a majority of First Wind Holdings, LLC's current Series A Units being held by any person or group of persons who were not equityholders as of April 28, 2006, or upon a liquidation event, all unvested units that have not previously vested will become vested units provided the officer has remained continuously employed by us from the date his or her Series B Units were granted through the date of the change of control or liquidation event. However, at our discretion, we may require an executive to continue with us in substantially the same capacity and for substantially the same compensation for a transition period of up to nine months. If we exercise this right, 10% of the proceeds payable upon a change of control or liquidation event with respect to such executive's vested units may be held back by us until he or she has fulfilled his or her transition period obligations.

Non-Competition and Confidentiality Agreements

        All officers granted restricted units discussed above were required to concurrently enter into non-competition and confidentiality agreements. Pursuant to these agreements, within the United States, Mexico and Canada, each officer has agreed not to compete with our business, as it exists during the term of the agreement, either directly or indirectly for a period ending two years after the officer is no longer employed by us. In addition, each officer must keep confidential non-public information belonging to us for a period of three years following the end of his or her employment with us. These agreements are discussed further in "—Potential Payments upon Termination or Change in Control" below.

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Stock Vested in the Fiscal Year Ended December 31, 2009

        None of our executives owned or exercised any stock options during 2009. The table below shows the number of units held by each executive that vested during 2009, along with the value each executive realized upon this vesting.

Name		No. of Units Vested (#)		Value realized on Vesting ($)(1)(2)
Paul Gaynor
	Series B-1		2,063,998	$	1,155,840
	Series B-2		2,666,666	$	613,333
	Series B-3		5,010,667	$	0
Michael Alvarez
	Series B-2		833,334	$	191,667
	Series B-3		4,789,667	$	0
Kurt Adams
	Series B-3		1,126,334	$	0
	Series B-4		522,201	$	0
Paul Wilson
	Series B-4		—
Carol Grant
	Series B-4		261,100	$	0
Michael Metzner
	Series B-3		3,058,000	$	0

(1)

Value realized calculated based on market value on the vesting date.

(2)

Market value determined based on a business enterprise valuation performed by us with the assistance of an independent valuation firm and based upon hypothetical distribution upon liquidation.

Pension Benefits

        Other than our 401(k) Plan, we do not have any plan that provides for payments or other benefits at, following, or in connection with, retirement.

Non-Qualified Deferred Compensation

        We do not have any plan that provides for the deferral of compensation on a basis that is not tax qualified.

Potential Payments Upon Termination or Change in Control

Employment Agreements

        All employment agreements were terminated with effect on November 1, 2009, pursuant to the company's program to move to an "at-will" employment status with all employees. See "—Employment Agreements of Executive Officers."

        Our executive officers are entitled to certain benefits upon the involuntary termination of their employment without cause. The severance provisions are governed by the terms of our severance plan which was adopted on November 1, 2009.

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Severance Plan

        Under the terms of our severance plan, if an executive officer's employment is terminated involuntarily without cause, the executive officer is entitled to severance benefits in the form of salary continuation paid over time, in the amounts set forth in the table below. The company reserves the right to pay any lesser amount, to the extent such an adjustment is warranted by the circumstances. Payment of severance is conditioned on the executive officer's compliance with certain post-employment covenants. Cash severance is the only benefit provided under the severance plan. The executive officer may choose to continue medical and dental benefits through COBRA at his or her own cost.

        If an executive officer resigns voluntarily, retires, fails to return from vacation or leave of absence, dies or becomes disabled, or an executive officer's employment is terminated for cause, the executive officer will not receive any severance benefits. We have defined "cause" in the severance plan. Generally, the definition includes conviction of a crime, willful misconduct or gross negligence, substance abuse, failure to carry out the directives of the board and breach of any confidentiality agreement with the company.

Restricted Unit Agreements

        Each of our Named Executive Officers has been granted Series B Units, which are governed by an individual restricted unit agreement. The general vesting schedule for the Series B Units is discussed above under "—Restricted Series B Units," although these agreements provide for accelerated vesting of the units upon a change in control, or as a result of the executive officer's death or disability. A "change in control" means (1) a sale or business combination that results in a majority of our Series A Units being held by any person or group of persons who were not our stockholders on April 28, 2006 or (2) a liquidation event.

        If an executive officer resigns or retires voluntarily, or an executive officer's employment is terminated for cause, the executive officer forfeits all Series B Units including any vested Units. We have defined "cause" in the agreement. Generally, the definition includes conviction of a crime, willful misconduct or gross negligence, substance abuse, failure to carry out the directives of the board and breach of any confidentiality agreement with the company. If an executive officer's employment is terminated without cause, all unvested Series B Units are forfeited and vested Series B Units are subject to the company's repurchase rights discussed above.

Quantification of Payments

        The table below reflects the amount of the termination benefit payable to the Named Executive Officers in the event of a termination of employment or a change in control. The amount of compensation payable to each executive in each situation is listed as our best estimate of the amount that the executive would receive; the exact amount of termination benefits could only be determined upon an actual termination of the executive. We have assumed that all expenses to which the executive might be entitled to have already been paid to the executive as of December 31, 2009, and that no mitigating circumstances exist that would allow us to decrease the payments to the executives. The amounts shown also assume that the applicable termination was effective as of December 31, 2009.

Potential Payments upon Termination or Change in Control Summary Table

        The table below reflects the amount of compensation payable to our Named Executive Officers as of December 31, 2009 in the event of a termination of employment or a Change in Control. The

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amount of compensation payable to each such officer in each situation is listed. The amounts shown assume that such termination is effective as of December 31, 2009:

Name	Benefit		Involuntary Not-For- Cause Termination(1)		Death or Disability(2)		Change in Control(3)
Paul Gaynor (4)		Base Salary	$	531,250
		Accelerated B Units			$	525,329	$	525,329
Michael Alvarez(4)		Base Salary	$	468,750
		Accelerated B Units			$	0	$	0
Kurt Adams(5)		Base Salary	$	183,750
		Accelerated B Units			$	0	$	0
Paul Wilson(5)		Base Salary	$	204,167
		Accelerated B Units			$	0	$	0
Carol Grant(5)		Base Salary	$	116,667
		Accelerated B Units			$	0	$	0
Michael Metzner(6)		Base Salary	$	596,044
		Accelerated B Units

(1)

The amounts in this column reflect the value of the maximum severance benefits payable under the First Wind severance plan at 12/31/2009.

(2)

If the executive dies or becomes disabled, all vesting of unvested B Units is accelerated. The amounts in this column reflect the value of unvested Series B Units held by the executive as of December 31, 2009. The market value was determined based on a business enterprise valuation performed by an independent valuation firm and based upon the hypothetical distribution upon liquidation.

(3)

In the event of a termination as a result of change of control, all vesting of unvested B Units is accelerated. The amounts shown in this column reflect the value of unvested Series B Units held by the executive as of December 31, 2009. The market value was determined based on a business enterprise valuation performed by an independent valuation firm and based upon the hypothetical distribution upon liquidation.

(4)

For the CEO and President, the First Wind severance plan allows for a minimum of 12 months of salary continuation plus one additional month for every full year of service with a maximum of 18 months of salary continuation.

(5)

For the remaining executive officers, the severance plan provides for a minimum of six months of salary continuation plus one additional month for every full year of service with a maximum of 12 months of salary continuation.

(6)

The amounts reflect the total severance benefits that Mr. Metzner will receive as a result of the termination of his employment in November 2009. The amounts also include the cost to continue medical and dental coverage for Mr. Metzner during his salary continuation and legal fees paid for review of his separation agreement. Mr. Metzner forfeited his unvested Series B Units upon such termination.

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Director Compensation

        The following table sets forth annual compensation for our non-employee directors for 2009.

Name	Fees Earned or Paid in Cash($)
Zaid Alsikafi(1)	$	—
Richard Aube		—
Patrick Eilers		—
Peter Gish		—
Stephen Key		100,000
Bryan Martin		—
Chris McGowan(2)		—
Jim Mogg		180,000
Matthew Raino(3)		—

(1)

Mr. Alsikafi left the board in 2009.

(2)

Mr. McGowan joined and left the board in 2009.

(3)

Mr. Raino joined the board in 2009.

        No stock awards were made to directors in the year ended December 31, 2009. As of December 31, 2009, Mr. Key had 1,068,666 unvested Series B-3 Units and Mr. Mogg had 1,916,000 unvested Series B-3 Units. These Series B-3 Units vest in three equal annual installments starting on the first anniversary of the date of grant. In addition, in January 2010 we issued 364,771 and 273,578 Series B-5 Units to Messrs Key and Mogg, respectively, which are not reported in the table above. We compensate Messrs. Key and Mogg with an annual retainer fee for their service on our board of directors. Mr. Mogg's annual retainer was set at a higher level because of the additional duties and responsibilities inherent in the position of the Chairman of the board of directors. Pat Wood, who joined our board in 2010, will receive an annual cash retainer of $50,000. He received 70,000 Series B-5 Units upon being appointed to the board. These B-5 Units vest 12 months from the date of the award. None of our other non-employee directors receive compensation for their service. Following this offering, our non-employee directors (including directors designated and elected by our Sponsors pursuant to the nominating agreement) are expected to receive compensation that is commensurate with arrangements offered to directors of companies that are similar to ours. We have not nor do we expect to compensate our employee directors for their service on our board of directors. We also expect to reimburse all directors for reasonable out-of-pocket expenses that they incur in connection with their service as directors, in accordance with our general expense reimbursement policies. Our independent directors will also be eligible to receive stock options and other equity-based awards when, as and if determined by the Compensation Committee pursuant to the terms of our LTIP Plan.

Risk Associated with Compensation Policies and Practices

        In 2010, the Compensation Committee, with the assistance of outside legal counsel, reviewed and evaluated the current risk profile of our employee compensation policies and practices. The Compensation Committee's evaluation focused on material incentive compensation plans and covered a range of plans including both equity and cash incentive plans. The Compensation Committee discussed the terms of each plan, the relationship between each plan and risk and, where applicable, the effect of future awards and the initial public offering. The Compensation Committee analyzed the risks intrinsic to these compensation programs and how individual behavior could potentially exacerbate these risks.

        The nature of the Company's business, including the amount of capital and time required to develop projects, and the structure of the compensation plans, do not present significant opportunities

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for management to take material actions to enhance short-term returns while undertaking longer-term risks. The Company's material compensation policies and practices are intended to align compensation with long-term shareholder interests. In light of this evaluation, the Compensation Committee believes that the operation of the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Description of Long-Term Incentive Plan

        Our LTIP Plan was adopted by our board of directors on                    and approved by our stockholder on                    . The LTIP Plan allows for the grant of stock options, stock appreciation rights, restricted stock, deferred stock, performance-related awards or stock-based awards. The primary purpose of the LTIP Plan is to enhance our ability to attract and retain highly qualified officers, directors, key employees and other persons, to motivate such persons to continue in our service and to expend maximum effort to improve our business results, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in our operations and future success.

        We plan to grant at the time this offering is completed non-qualified stock options to employees (including our Named Executive Officers), some of whom currently hold Series B Units that will expire as a result of the Reorganization. Our Compensation Committee will decide the numbers of options to be granted and the terms on which they will be granted using the same factors as they have used in the past for determining equity awards (as described above under "Executive Compensation—Long-Term Equity Incentive Compensation"), including: the Named Executive Officer's existing equity, individual performance and contribution level and scope of responsibility, as well as retention and ownership objectives for each Named Executive Officer. In addition, for grants awarded at the time of this offering, the Committee may take into account the future value of existing equity that will expire as a result of the Reorganization in an effort to preserve the original retention objectives of the expired award. We have reserved                    shares of Class A common stock for issuance under the LTIP Plan.

Administration

        Our board of directors has appointed the Compensation Committee to administer the LTIP Plan pursuant to its terms, except in the event our board of directors chooses to take action as provided under the LTIP Plan. Our Compensation Committee at all times will be comprised of two or more people who are "outside directors" as defined in Section 162(m) of the Internal Revenue Code and, in the discretion of our board of directors, "nonemployee directors" as defined in Rule 16b-3 under the Exchange Act. Unless otherwise limited by the board, the Compensation Committee has broad discretion to administer the LTIP Plan, including the power to determine to whom and when awards will be granted, to determine the amount of such awards (measured in cash, shares of Class A common stock or as otherwise designated), to determine the vesting and exercisability of awards and to prescribe and interpret the other terms and provisions of each award agreement, to delegate duties under the LTIP Plan and to execute all other responsibilities permitted or required under the LTIP Plan.

Class A Common Stock Reserved for Issuance under the LTIP Plan

        Our Class A common stock issued or to be issued under the LTIP Plan consists of authorized but unissued shares and issued shares that we have reacquired. If any shares covered by an award are not purchased or are forfeited, or if an award is settled in cash or otherwise terminates without delivery of any Class A common stock, then the number of shares of Class A common stock counted against the aggregate number of shares available under the LTIP Plan with respect to the award will, to the extent of any such forfeiture, cash settlement or termination, again be available for making awards under the LTIP Plan.

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Eligibility

        Awards may be made under the LTIP Plan to any individual who provides services to us, including non-employee directors and consultants, and is designated by our board of directors or Compensation Committee as eligible to receive an award.

Amendment or Termination of the LTIP Plan

        Our board of directors may amend, suspend or terminate the LTIP Plan at any time and for any reason. The LTIP Plan will terminate in any event 10 years after the date of its adoption by the board. Amendments to the LTIP Plan will be submitted for stockholder approval to the extent stated by the board of directors, required by the Internal Revenue Code or other applicable law or required by applicable stock exchange listing requirements. In addition, an amendment to the LTIP Plan will be contingent on stockholder approval if the amendment would materially increase the benefits accruing to participants under the LTIP Plan, authorize the repricing of stock options or stock appreciation rights, increase the aggregate number of shares of Class A common stock that may be issued under the LTIP Plan, impair the rights of participants or modify the requirements as to eligibility for participation in the LTIP Plan.

Options

        The LTIP Plan permits the granting of options to purchase shares of Class A common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options. The exercise price of each stock option may not be less than 100% of the fair market value of the Class A common stock on the date of grant. In the case of certain 10% stockholders who receive incentive stock options, the exercise price may not be less than 110% of the fair market value of the Class A common stock on the date of grant.

        The term of each stock option is fixed at the time of grant and may not exceed 10 years from the date of grant. The board of directors or Compensation Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments. The exercisability of options may be accelerated by our board of directors or Compensation Committee.

        In general, an optionee may pay the exercise price of an option in cash or in cash equivalents, by tendering shares of Class A common stock to the extent provided in an award agreement, pursuant to "net settlement" of the option or by means of a broker assisted cashless exercise to the extent provided in an award agreement and permitted by applicable law, or as otherwise provided in an award agreement and permitted by applicable law.

        Stock options granted under the LTIP Plan may not be sold, transferred, pledged or assigned other than by will or under applicable laws of descent and distribution. However, we may permit in an award agreement the limited transfers of non-qualified options for the benefit of family members of grantees.

Other Awards

        The LTIP Plan permits the granting of the following additional types of awards:

•

shares of unrestricted stock, which are shares of Class A common stock, issued at no cost or for a purchase price that are free from any restrictions under the LTIP Plan. Unrestricted shares of Class A common stock may be issued to participants in recognition of past services or other valid consideration, and may be issued in lieu of cash compensation to be paid to participants;

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•

shares of restricted stock, which are shares of Class A common stock subject to restrictions (including a substantial risk of forfeiture);

•

shares of deferred stock, which represent a right to receive shares of Class A common stock at the end of a specified restricted period;

•

stock appreciation rights, which are rights to receive a number of shares or, in the discretion of the administrator, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the rights during a specified period of time;

•

performance and annual incentive awards, ultimately payable in Class A common stock or cash, as determined by the board or committee administering the LTIP Plan. Multi-year and annual incentive awards may be subject to achievement of specified goals tied to business criteria, as described below. Awards to individuals who are covered under Section 162(m) of the Internal Revenue Code will comply with the requirement that payments to such employees qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code to the extent that the board or committee administering the LTIP Plan so designates. Such employees include the Chief Executive Officer and the three highest compensated executive officers (other than the Chief Executive Officer), determined at the end of each year;

•

other equity-based or equity-related awards payable in Class A common stock or cash; and

•

cash awards may be granted as an element of or a supplement to any awards permitted under the LTIP Plan.

Section 162(m) of the Internal Revenue Code

        Section 162(m) of the Internal Revenue Code limits publicly-held companies to an annual deduction for federal income tax purposes of $1 million for compensation paid to each of their covered employees. The LTIP Plan, for a period of time following this offering, will qualify for an exception to the rules imposed by Section 162(m) of the Internal Revenue Code. Therefore, awards will be exempt from the limitations on the deductibility of annual compensation in excess of $1.0 million. In addition, Section 162(m) of the Internal Revenue Code contains an exemption for performance-based compensation. The LTIP Plan is designed to permit us to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m).

        Under the LTIP Plan, one or more of the following business criteria, on a consolidated basis, and/or with respect to specified subsidiaries or business units, will be used exclusively by the Compensation Committee in establishing performance goals:

•

return on equity;

•

total shareholder return;

•

primary or fully diluted earnings per share;

•

EBITDA;

•

revenues;

•

cash flows, revenues and/or earnings relative to other parameters (e.g., net or gross assets);

•

operating income;

•

return on investment;

•

changes in the value of Class A common stock;

•

return on assets;

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•

completion of commissioned wind energy projects; and

•

value creation per kilowatt.

        The maximum number of shares of common stock subject to options or stock appreciation rights that can be awarded under the LTIP Plan to any person is            per year. The maximum number of shares of common stock that can be awarded under the LTIP Plan to any person, other than pursuant to an option or a stock appreciation right, is            per year. Under the LTIP Plan, the maximum amount that may be earned as an annual incentive award or other cash award in any calendar year by any one person is $2 million, and the maximum amount that may be earned as a performance award in respect of a performance period by any one person is $5 million.

Adjustments for Stock Dividends and Similar Events

        We may make appropriate adjustments in outstanding awards and the number of shares available for issuance under the LTIP Plan, including the individual limitations on awards, to reflect recapitalizations, reclassifications, stock splits, reverse splits, stock dividends and other similar events.

Effect of Certain Corporate Transactions

        Upon certain change of control transactions, such as the sale of our company, the board of directors or Compensation Committee may vest awards granted under the LTIP Plan and may make other or additional adjustments to awards as it deems appropriate.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth certain information regarding the beneficial ownership of our Class A common stock and Class B common stock as of                  , by (i) each person who, to our knowledge, beneficially owns more than 5% of our Class A common stock or our Class B common stock; (ii) each of our directors and named executive officers; and (iii) all of our executive officers and directors as a group. The information set forth below gives effect to our reorganization and assumes the sale of            shares of our Class A common stock in this offering at an assumed initial public offering price of $            per share (the midpoint of the range set forth on the cover of this prospectus). The information in the following table may change based on the actual initial public offering price. See "The Reorganization and Our Holding Company Structure." The information set forth below after this offering assumes the sale of                  shares of our Class A common stock in this offering and no exercise of the underwriters' over-allotment option.

        The number of shares beneficially owned by each stockholder is determined under SEC rules. Under these rules, beneficial ownership includes any shares as to which the stockholder has sole or shared voting power or investment power. Each of the stockholders listed below has sole voting and investment power with respect to the stockholder's shares unless noted otherwise, subject to community property laws where applicable. Shares of common stock that may be acquired by a stockholder within 60 days following                  pursuant to the exercise of options are deemed to be outstanding for the purpose of computing the percentage ownership of such stockholder but are not deemed to be outstanding for computing the percentage ownership of any other stockholder.

			Percentage of Shares of Class A Common Stock Beneficially Owned(1)			Percentage of Shares of Class B Common Stock Beneficially Owned(1)
		Shares of Class A Common Stock Beneficially Owned(1)			Shares of Class B Common Stock Beneficially Owned(1)
Name			Before Offering	After Offering		Before Offering	After Offering
Stockholders owning 5% or more:
	The D. E. Shaw group(2)
	Madison Dearborn(3)
Directors and executive officers:
	Paul Gaynor(4)
	Michael Alvarez
	Kurt Adams
	Paul Wilson
	Michael Metzner
	Richard Aube(5)
	Patrick Eilers
	Peter Gish
	Stephen Key
	Bryan Martin(5)
	Jim Mogg
	Matthew Raino
	Pat Wood III
All executive officers and directors as a group (15 persons)

*

Less than one percent

(1)

Unless otherwise indicated, all shares of stock are held directly with sole voting and investment power. Assumes no exercise of the underwriters' over-allotment option.

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(2)

Includes            shares of common stock held directly by D. E. Shaw MWP Acquisition Holdings, L.L.C. (the Subject Shares). D. E. Shaw MWP Acquisition Holdings, L.L.C. has power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co., L.P., as investment adviser to D. E. Shaw MWP Acquisition Holdings, L.L.C., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As general partner of D. E. Shaw & Co., L.P., D. E. Shaw & Co., Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Neither D. E. Shaw & Co., L.P. nor D. E. Shaw & Co., Inc. owns any common stock directly, and each such entity disclaims beneficial ownership of the Subject Shares. David E. Shaw does not own any common stock directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw MWP Acquisition Holdings, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares. Messrs. Aube and Martin, directors of First Wind, are each Managing Directors of D. E. Shaw & Co., L.P. and thus may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Messrs. Aube and Martin disclaim beneficial ownership of the Subject Shares. The address for the D. E. Shaw group is 120 West Forty Fifth Street, 39th floor, New York, New York 10036

(3)

of these shares are held of record by Madison Dearborn Capital Partners IV, L.P. (MDCP) and        of these shares are held of record by Northwestern University. MDCP has an irrevocable proxy to vote the shares held by Northwestern University in all matters subject to stockholder approval. All of these shares may be deemed to be beneficially owned by Madison Dearborn Partners IV, LP (MDP IV), the sole general partner of MDCP. Messrs. John A. Canning, Jr., Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP IV that has the power, acting by majority vote, to vote or dispose of the shares beneficially held by MDCP. Mr. Eilers is a limited partner of MDP IV and a Managing Director of Madison Dearborn Partners, LLC (the general partner of MDP IV), and therefore may be deemed to share beneficial ownership of the shares beneficially held by MDCP. Messrs. Canning, Finnegan, Mencoff, and Eilers and MDP IV each hereby disclaims any beneficial ownership of any shares held by MDCP, except to the extent of each such person's pecuniary interest therein. The address of MDCP and each of the persons described in this footnote is Three First National Plaza, Suite 4600, 70 West Madison Street, Chicago, Illinois 60602.

(4)

of these shares are held of record in the name of Summer Holdings, LLC, a Delaware limited liability company (SH), of which Paul Gaynor is the sole manager. As set out in the operating agreement of SH, the manager of SH has sole voting and investment control of the shares held of record by SH. The members of SH include Paul Gaynor and certain family trusts established by Paul Gaynor or his spouse. The address of each of SH, Paul Gaynor and the said family trusts is Attn: Don Cordell, Bowditch & Dewey, LLP, 175 Crossing Blvd, Suite 500, Framingham, MA 01702.

(5)

Consists of            shares held by entities affiliated with the D. E. Shaw group. See note 2 above.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        In this section, any reference to Series B Units is to First Wind Holdings, LLC's Series B Units, which were outstanding prior to our reorganization which will be effected immediately before completion of this offering.

        Since January 1, 2007, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described where required in "Management" and "Executive Compensation", and the transactions described or referred to below.

Proposed Transactions with First Wind Holdings Inc.

        In connection with the reorganization, we will engage in certain transactions with certain of our directors and other persons and entities that will become beneficial owners of 5% or more of our voting securities through their ownership of shares of our Class A common stock and Class B common stock. These transactions are described in "The Reorganization and Our Holding Company Structure."

Historical Transactions with First Wind Holdings, LLC

        Before this offering, our business was conducted through First Wind Holdings, LLC. The only entities who have at any time been beneficial owners of five percent or more of the voting units of First Wind Holdings, LLC are UPC Wind Partners II, LLC, the D. E. Shaw group and Madison Dearborn. Set forth below is a description of certain transactions between First Wind Holdings, LLC and certain of our directors, executive officers and principal securityholders.

Securities Issuances and Related Matters

2007 Series A Unit Issuances

        On January 3, 2007 and March 15, 2007, pursuant to its limited liability agreement, First Wind Holdings, LLC issued an aggregate of 13,348,928 Series A Units for aggregate consideration of $13,348,928. The table below sets forth the number of Series A Units sold to our directors, executive officers and 5% stockholders and their affiliates in connection with these financings.

Name	Series A Units		Aggregate Purchase Price
The D. E. Shaw group		6,050,000	$	6,050,000
Madison Dearborn		6,050,000		6,050,000
UPC Wind Partners II, LLC(1)		1,026,812		1,026,812
Paul Gaynor		12,791		12,791
Michael Alvarez		183,743		183,743
Total		13,348,928	$	13,348,928

(1)

Certain of the outstanding membership interests in UPC Wind Partners II, LLC are owned by BEC Montana Properties 2, LLC, an entity owned and controlled by Brian Caffyn, a member of the board of management of First Wind Holdings, LLC, Swift Diamond Holdings LLC, an entity owned and controlled by Peter Gish and Summer Holdings, LLC, an entity owned and controlled by Paul Gaynor.

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2008 Series A Unit Issuances

        In 2008, pursuant to its limited liability agreement and in connection with a refinancing of indebtedness held by HSH Nordbank AG, New York Branch (HSH), First Wind Holdings, LLC issued an aggregate of 460,340,707 additional Series A Units for aggregate consideration of $460,340,707. The table below sets forth the number of Series A Units sold to our directors, executive officers and 5% stockholders and their affiliates in connection with these financings. In connection with the HSH refinancing, our Sponsors made capital contributions of approximately $275.2 million and paid approximately $170.2 million directly to HSH in respect of principal and interest due under certain of the debt that was refinanced. In addition, guarantees that had been provided by our Sponsors to HSH to secure our obligations under the facilities were released. These guarantees had been with respect to First Wind Holdings, LLC's $150.0 million revolver loan and $50.0 million of First Wind Acquisition, LLC's $267.2 million turbine supply loan and revolver loan.

Name	Series A Units		Aggregate Purchase Price
The D. E. Shaw group		225,371,215	$	225,371,215
Madison Dearborn		225,371,215		225,371,215
UPC Wind Partners II, LLC(1)		9,458,267		9,458,267
Paul Gaynor		33,381		33,381
Michael Alvarez		73,226		73,226
Total		460,374,066	$	460,374,066	(2)

(1)

Certain of the outstanding membership interests in UPC Wind Partners II, LLC are owned by BEC Montana Properties 2, LLC, an entity owned and controlled by Brian Caffyn, Swift Diamond Holdings LLC, an entity owned and controlled by Peter Gish, and Summer Holdings, LLC, an entity owned and controlled by Paul Gaynor.

(2)

Includes an aggregate of $23.4 million of loan conversions.

2008 Series A-1 Unit Issuances

        On December 12, 2008, pursuant to its limited liability company agreement, First Wind Holdings, LLC issued 30,000,000 Series A-1 Units to each of the D. E. Shaw group and Madison Dearborn for an aggregate of 60,000,000 Series A-1 Units for aggregate consideration of $60.0 million.

2008 Series B Unit Issuances

        On May 27, 2008, in connection with additional capital commitments of $141.0 million provided by the Sponsors, First Wind Holdings, LLC increased the aggregate number of authorized Series B Units to 180,000,000. First Wind Holdings, LLC issued 22,059,000 Series B Units to each of our Sponsors, for an aggregate of 44,118,000 newly issued Series B Units, which vested immediately upon issuance.

2008 Distributions to Members

        In May 2008, in accordance with terms of its limited liability company agreement, First Wind Holdings, LLC paid cash distributions to its members (including the D. E. Shaw group and Madison Dearborn) totaling $8,591,000 in respect of federal income taxes to be assessed at the member level.

        In December 2008, First Wind Holdings, LLC amended the Unit Redemption Agreement that it had originally entered into with UPC Wind Partners II, LLC on April 28, 2006. As amended, the agreement provided for cash payments of up to $5.5 million to be made, and up to 4.5 million Series A-1 Units to be issued, to UPC Wind Partners II, LLC, subject to certain conditions. In December 2009, $1.0 million was paid and 4.5 million Series A-1 Units were issued and in March 2010, the remaining $4.5 million was paid.

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2009 Series A-1 Unit Issuances

        Pursuant to capital call provisions in the April 28, 2006 limited liability company agreement of First Wind Holdings, LLC and corresponding provisions in a related unit subscription agreement, on January 30, 2009 and February 26, 2009, First Wind Holdings, LLC issued an aggregate of 140,000,000 additional Series A-1 Units for aggregate consideration of $140.0 million. The table below sets forth the number of Series A-1 Units sold to our directors, executive officers and 5% stockholders and their affiliates in connection with these financings.

Name	Series A-1 Units		Aggregate Purchase Price
The D. E. Shaw group		70,000,000	$	70,000,000
Madison Dearborn		70,000,000		70,000,000
Total		140,000,000	$	140,000,000

        In addition, as described above, in 2009 pursuant to the Unit Redemption Agreement with UPC Wind Partners II, LLC, First Wind Holdings, LLC issued 4,500,000 Series A-1 Units to UPC Wind Partners II, LLC upon certain of our projects' commencing commercial operations.

2009 and 2010 Distributions to Members

        As noted above, First Wind Holdings, LLC paid cash distributions to UPC Wind Partners II totaling $1.0 million in 2009 and $4.5 million in 2010 under the Unit Redemption Agreement.

First Wind Energy, LLC

        First Wind Energy, LLC employs all of our officers and personnel and is owned 99% by First Wind Holdings, LLC with the balance of its equity owned by the D. E. Shaw group and Madison Dearborn. The D. E. Shaw group and Madison Dearborn purchased their interests in First Wind Energy, LLC in January 2008 in exchange for an aggregate capital contribution of $200.

Registration Rights Agreement

        In connection with the completion of this offering, we will enter into a resale and registration rights agreement with certain of our current investors to register for sale under the Securities Act shares of our equity securities in the circumstances described below. All persons who purchased our units under our April 2006 limited liability company agreement and certain members of our management will be party to the resale and registration rights agreement. For a description of these registration rights, see "The Reorganization and Our Holding Company Structure—Resale and Registration Rights Agreement."

Related Party Loans and Advances

        On May 3, 2007, we entered into term promissory notes with certain of our principal security holders and executive officers. Pursuant to our promissory notes with D. E. Shaw MWP Acquisition Holdings, L.L.C., Madison Dearborn Capital Partners IV, L.P., Paul Gaynor, Michael Alvarez and UPC Wind Partners II, LLC, a Delaware limited liability company, we borrowed $4.6 million, $4.6 million, $30,902, $30,902 and $0.8 million, respectively. The notes bore interest at 8% per annum. In May 2008, these borrowings were converted to capital contributions for which the lending members received 10,735,430 Series A Units in the aggregate.

        On May 29, 2007, we entered into a second set of term promissory notes with certain of our principal investors and executive officers. Pursuant to our promissory notes with D. E. Shaw MWP Acquisition Holdings, L.L.C., Madison Dearborn Capital Partners IV, L.P., Michael Alvarez and UPC Wind Partners II, LLC we borrowed $5.5 million, $5.5 million, $37,082 and $0.8 million from these

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parties, respectively. The notes bear interest at 8% per annum. In May 2008, these borrowings were converted to capital contributions for which the lending members received 12,628,937 Series A Units.

        On May 2, 2008, we received voting interests in Deepwater Wind Holdings, LLC, a wind energy development company focused on developing wind energy projects offshore the continental United States, in exchange for a contribution of $3.4 million in cash and other assets with a net book value of approximately $471,000. We and the D. E. Shaw Group currently own approximately 13.6% and 72.1%, respectively, of the outstanding voting interests in Deepwater Wind Holdings, LLC, with the balance of the membership interests held by third-party investors. Messrs. Gaynor, Alvarez, Key and Martin serve on the board of managers of Deepwater Wind Holdings, LLC. Deepwater Wind Holdings, LLC is in the process of developing offshore wind energy projects and has no completed projects to date.

Indemnification, Employment and Related Agreements

        Our certificate of incorporation and bylaws include provisions that authorize and require us to indemnify our officers and directors to the fullest extent permitted under Delaware law, subject to limited exceptions. In connection with this offering, we plan to enter into separate indemnification agreements with each of our directors. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors. We have also entered into restricted unit agreements and non-competition and confidentiality agreements with our named executive officers. See "Management." The limited liability company agreement of First Wind Holdings, LLC also provides indemnification rights to its managing member, members, officers and their respective affiliates, including our Sponsors. Because First Wind Holdings, LLC is a limited liability company, the indemnification provisions in its limited liability company agreement are not subject to the limitations set forth in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers.

Purchase of Prattsburgh Real Property

        On February 22, 2008, we entered into a purchase agreement with Windfarm Prattsburgh, LLC, a Delaware limited liability company and our indirect wholly owned subsidiary; UPC Wind Partners II, LLC; and BEC New York Properties, LLC, a Delaware limited liability company that is owned by Brian Caffyn, with respect to a parcel of land situated in the town of Prattsburgh, New York pursuant to which Windfarm Prattsburgh, LLC purchased the parcel of land from BEC New York Properties, LLC. Windfarm Prattsburgh, LLC agreed to purchase the parcel for (i) consideration of 152,527 Series A Units in UPC Wind Partners LLC to be granted to UPC Wind Partners II, LLC as the seller's designee and (ii) a payment of $23,000 from Windfarm Prattsburgh, LLC to BEC New York Properties, LLC. In connection with that transaction, First Wind Holdings, LLC granted 152,527 Series A Units for non-cash consideration to UPC Wind Partners II, LLC.

Procedures for Approval of Related Person Transactions

        A "Related Party Transaction" is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related party had, has or will have a direct or indirect material interest. A "Related Person" means:

•

any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

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•

any person who is known by us to be the beneficial owner of more than 5.0% of our common stock;

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director or a beneficial owner of more than 5.0% of our common stock, and any person (other than a tenant or employee) sharing the household of such director or beneficial owner of more than 5.0% of our common stock; and

•

any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10.0% or greater beneficial ownership interest.

        Our board of directors will adopt a written related party transactions policy prior to the completion of this offering. Pursuant to this policy, the Audit Committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, the Audit Committee shall take into account, among other factors, the following: (1) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (2) the extent of the Related Person's interest in the transaction. Further, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

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THE REORGANIZATION AND OUR HOLDING COMPANY STRUCTURE

Overview

        First Wind Holdings Inc. was incorporated as a Delaware corporation in May 2008. After completion of the reorganization described below and this offering, our outstanding capital stock will consist of Class A common stock and Class B common stock. Our Class A common stock will be held by the investors in this offering as well as certain entities in the D. E. Shaw group and certain of our employees. Our Class B common stock will be held by our Sponsors, certain of our employees and other existing investors in First Wind Holdings, LLC. Shares of our Class B common stock vote together with shares of our Class A common stock as a single class, subject to certain exceptions. After completion of this offering, our Sponsors will own            % of our outstanding Class A common stock and Class B common stock on a combined basis (or             % if the underwriters exercise their over-allotment option in full) and will have effective control over the outcome of votes on all matters requiring approval by our stockholders.

        First Wind Holdings Inc. was formed for purposes of this offering and has only engaged in activities in contemplation of this offering. Upon completion of this offering, all of our business will continue to be conducted through First Wind Holdings, LLC, which is the holding company that has conducted all of our business to date. First Wind Holdings Inc. will be a holding company whose principal asset will be its Series A Membership Interests in First Wind Holdings, LLC. All of the equity of First Wind Holdings, LLC outstanding prior to the reorganization that will not be owned by First Wind Holdings Inc. will be either exchanged for our Class A common stock or Series B Membership Interests of First Wind Holdings, LLC and an equal number of shares of our Class B common stock, except for Series B Units then unvested and vested Series B Units that do not have then current value, which will expire. Our Sponsors, certain of our employees and current investors will own all of First Wind Holdings, LLC's Series B Membership Interests, which have no voting rights, except with regard to certain amendments of First Wind Holdings, LLC's limited liability company agreement. Each holder of the newly issued Series B Membership Interests in First Wind Holdings, LLC will receive an equal number of shares of our Class B common stock. One Series B Membership Interest and one share of Class B common stock are together exchangeable for one share of Class A common stock. Certain entities in the D. E. Shaw group will receive Class A common stock rather than Series B Membership Interests (and corresponding shares of Class B common stock).

        Concurrently with the completion of this offering, the D. E. Shaw group, Madison Dearborn and First Wind Holdings Inc. will enter into a nominating agreement pursuant to which we will agree to nominate individuals designated by them to the board of directors and the Sponsors will agree to vote all shares of Class A common stock and Class B common stock they hold or acquire in the future together on certain matters submitted to a vote of our common stockholders, including the election of directors. As a result, our Sponsors will be able to exercise control over such matters requiring the approval of our stockholders, including the election of our directors and the approval of significant corporate transactions. See "—Nominating Agreement" below.

        There will be                   shares of our Class A common stock outstanding after this offering. These shares will represent 100% of the rights of the holders of all classes of our capital stock to share in all distributions of First Wind Holdings Inc., except for the right of holders of our Class B common stock to receive its par value upon our liquidation, dissolution or winding up.

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        The diagram below shows our organizational structure immediately after the consummation of this offering and related transactions, assuming no exercise of the underwriters' over-allotment option.

(1)

The members of First Wind Holdings, LLC, other than us, will consist of our Sponsors and certain of our employees and current investors in First Wind Holdings, LLC.

(2)

The Class A stockholders will have the right to receive all distributions made on account of our capital stock. Each share of Class A common stock and Class B common stock is entitled to one vote per share. Certain entities in the D. E. Shaw group will receive Class A common stock rather than Series B Membership Interests (and the corresponding shares of Class B common stock). As a result, the D. E. Shaw group will hold Series B Membership Interests, Class A common stock and Class B common stock.

(3)

Series A Membership Interests and Series B Membership Interests will have the same economic rights in First Wind Holdings, LLC.

        Pursuant to a registration rights agreement that we will enter into with certain of our current investors, we will upon request use our best efforts to file a registration statement in order to register the resales of the shares of our Class A common stock that are issuable upon exchange of Series B Membership Interests. See "—Registration Rights Agreement."

Holding Company Structure

        The only business of First Wind Holdings Inc. after this offering will be to act as the sole managing member of First Wind Holdings, LLC. First Wind Holdings Inc. will operate and control all of our businesses and affairs through First Wind Holdings, LLC. The financial results of First Wind Holdings Inc. and First Wind Holdings, LLC and its consolidated subsidiaries will be consolidated in our financial statements. Following this offering, First Wind Holdings, LLC will have two classes of equity outstanding: Series A Membership Interests held by First Wind Holdings Inc. and Series B Membership Interests held by our Sponsors and certain of our employees and other current investors in

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First Wind Holdings, LLC. The ownership interests of holders of Series B Membership Interests of First Wind Holdings, LLC will be accounted for as a noncontrolling interest in our consolidated financial statements after this offering.

Limited Liability Company Agreement of First Wind Holdings, LLC

        Following our reorganization and this offering, First Wind Holdings Inc. will operate our business through First Wind Holdings, LLC and its consolidated subsidiaries. The operations of First Wind Holdings, LLC, and the rights and obligations of its members, will be governed by the limited liability company agreement of First Wind Holdings, LLC, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. The following is a description of the material terms of this limited liability company agreement.

Governance

        First Wind Holdings Inc. will serve as the sole managing member of First Wind Holdings, LLC. As such, we will control its business and affairs and be responsible for the management of our business. No other members of First Wind Holdings, LLC, in their capacity as such, will have any authority or right to control the management of First Wind Holdings, LLC or to bind it in connection with any matter.

Voting and Economic Rights of Members

        First Wind Holdings, LLC will have two series of outstanding equity: Series A Membership Interests, which may only be issued to First Wind Holdings Inc., as sole managing member, and Series B Membership Interests. The Series B Membership Interests will be held by our Sponsors and certain of our employees and other current investors in First Wind Holdings, LLC. The Series A Membership Interests and Series B Membership Interests will entitle their holders to equivalent economic rights. Holders of Series B Membership Interests will have no voting rights, except for the right to approve certain amendments to the limited liability company agreement of First Wind Holdings, LLC.

        Net profits and net losses of First Wind Holdings, LLC will be allocated, and distributions made, to its members pro rata in accordance with the number of Membership Interests of First Wind Holdings, LLC they hold. Accordingly, net profits and net losses of First Wind Holdings, LLC will initially be allocated, and distributions will be made, approximately       % to First Wind Holdings Inc. and approximately      % to the initial holders of Series B Membership Interests (or      % and            %, respectively, if the underwriters exercise their over-allotment option in full).

        Subject to the availability of net cash flow at the First Wind Holdings, LLC level, and to applicable legal and contractual restrictions, First Wind Holdings Inc. intends to cause First Wind Holdings, LLC to distribute to it, and the holders of Series B Membership Interests, cash payments for the purposes of funding tax obligations in respect of any taxable income and net capital gain that is allocated to us and the holders of Series B Membership Interests, respectively, as members of First Wind Holdings, LLC. See "—Tax Consequences." If First Wind Holdings, LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A stockholders will be made by our board of directors. We do not, however, expect to declare or pay any cash or other dividends in the foreseeable future on our Class A common stock, as we intend to reinvest any cash flow generated by operations in our business. Class B common stock will not be entitled to any dividend payments. Our debt agreements effectively limit our ability to pay dividends on our Class A common stock, and we may also enter into credit agreements or other borrowing arrangements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock.

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Coordination of First Wind Holdings Inc. and First Wind Holdings, LLC

        Whenever First Wind Holdings Inc. issues a share of Class A common stock for cash (including in connection with this offering) the net proceeds will be transferred promptly to First Wind Holdings, LLC, and First Wind Holdings, LLC will issue to First Wind Holdings Inc. one of its Series A Membership Interests. When we issue a share of our Class A common stock pursuant to our LTIP Plan, First Wind Holdings Inc. will contribute to First Wind Holdings, LLC any net proceeds it receives in connection with such issuance and First Wind Holdings, LLC will issue to First Wind Holdings Inc. one of its Series A Membership Interests, having the same restrictions, if any, attached to the shares of Class A common stock issued under the LTIP Plan. If First Wind Holdings Inc. issues other classes or series of equity securities, it will contribute to First Wind Holdings, LLC the net proceeds it receives in connection with such issuance, and First Wind Holdings, LLC will issue to First Wind Holdings Inc. an equal number of equity securities of First Wind Holdings, LLC with designations, preferences and other rights and terms that are substantially the same as the newly issued equity securities. Conversely, if First Wind Holdings Inc. repurchases any shares of Class A common stock (or equity securities of other classes or series) for cash, First Wind Holdings, LLC will, immediately prior to our repurchase, redeem an equal number of Series A Membership Interests (or its equity securities of the corresponding classes or series), upon the same terms and for the same price, as the shares of our Class A common stock (or our equity securities of such other classes or series) are repurchased.

        First Wind Holdings Inc. will not conduct any business other than the management and ownership of First Wind Holdings, LLC and its subsidiaries, or own any other assets (other than on a temporary basis), although First Wind Holdings Inc. may take such actions and own such assets as are necessary to comply with applicable law, including compliance with its responsibilities as a public company under the U.S. federal securities laws and may incur indebtedness and may take other actions if we determine that doing so is in the best interest of First Wind Holdings, LLC. In addition, Membership Interests of First Wind Holdings, LLC, as well as shares of our common stock, will be subject to equivalent stock splits, dividends and reclassifications.

Issuances and Transfer of Membership Interests

        Series A Membership Interests may only be issued to First Wind Holdings, Inc. as the sole managing member of First Wind Holdings, LLC. Series B Membership Interests may only be issued to persons or entities we permit. Such issuances shall be in exchange for cash or other consideration, including the services of First Wind Holdings, LLC's employees. Series B Membership Interests may not be transferred, except to certain permitted transferees of the holders of Series B Membership Interests and in accordance with the restrictions on transfer set forth in the limited liability company agreement of First Wind Holdings, LLC, and any such transfer must be accompanied by the transfer of an equal number of shares of our Class B common stock to the same transferee.

Exchange Rights

        We have reserved for issuance      shares of our Class A common stock, which is the aggregate number of shares of our Class B common stock to be outstanding after completion of the reorganization and this offering.

Redemption of Shares of Class B Common Stock

        A holder of Series B Membership Interests must deliver an equal number of shares of Class B common stock to First Wind Holdings Inc. for redemption in connection with exercising its right to exchange Series B Membership Interests for shares of Class A common stock.

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Exculpation and Indemnification

        The limited liability company agreement contains provisions limiting the liability of First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors, to First Wind Holdings, LLC or any of its members. Moreover, the limited liability company agreement contains broad indemnification provisions for First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors. Because First Wind Holdings, LLC is a limited liability company, these provisions are not subject to the limitations on exculpation and indemnification contained in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers.

Voting Rights of Class A Stockholders and Class B Stockholders

        Each share of our Class A common stock and Class B common stock will entitle its holder to one vote. Immediately after this offering, our Class B stockholders will collectively hold approximately      % of the total voting power of our common stock (or      % if the underwriters exercise their over-allotment option in full). The D. E. Shaw group will hold approximately      % of the total voting power of our common stock (or      % if the underwriters exercise their over-allotment option in full). Madison Dearborn will hold      % of the total voting power of our common stock (or      % if the underwriters exercise their over-allotment option in full).

Tax Consequences

        The holders of Membership Interests of First Wind Holdings, LLC, including First Wind Holdings Inc., generally will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of First Wind Holdings, LLC. Net profits and net losses of First Wind Holdings, LLC generally will be allocated to its members pro rata in proportion to the number of Membership Interests they hold. The limited liability company agreement of First Wind Holdings, LLC provides for cash distributions to its members if the taxable income of First Wind Holdings, LLC in a given year gives rise to taxable income for its members in excess of the cash otherwise distributed to them in that year. In accordance with this agreement, First Wind Holdings, LLC intends to make distributions to the holders of its Membership Interests for the purpose of funding their tax obligations in respect of the income of First Wind Holdings, LLC that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the net taxable income of First Wind Holdings, LLC allocable per Membership Interest multiplied by an assumed tax rate equal to the highest combined U.S. federal and applicable state and local tax rate applicable to any member (taking into account the deductibility of state and local taxes for U.S. federal income tax purposes).

        First Wind Holdings, LLC intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, which is effective for 2010 and for each taxable year in which an exchange of Series B Membership Interests, together with an equal number of shares of Class B common stock, for shares of our Class A common stock occurs. We expect that, as a result of this election, any future exchanges of Series B Membership Interests, together with an equal number of shares of Class B common stock, for shares of our Class A common stock, would result in increases in the tax basis in the tangible and intangible assets of First Wind Holdings, LLC at the time of such future exchanges, which will increase the tax depreciation and amortization deductions available to us. Any such increases in tax basis and tax depreciation and amortization deductions would reduce the amount of tax that we would otherwise be required to pay in the future. We will be required to pay a portion of the cash savings we actually realize from such increase (or are deemed to realize in the case of an early termination payment by us, or a change in law, as discussed below) to certain holders of the Series B Membership Interests pursuant to a tax receivable agreement. See "—Tax Receivable Agreement" below.

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Tax Receivable Agreement

        First Wind Holdings Inc. will enter into a tax receivable agreement with certain holders of Series B Membership Interests after giving effect to the reorganization and with certain future holders of Series B Membership Interests. That agreement will require First Wind Holdings Inc. to pay such holders 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax actually realized by First Wind Holdings Inc. (or deemed to be realized by First Wind Holdings Inc. in the case of an early termination payment, or a change in control, as discussed below) as a result of any possible future increases in tax basis described above and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. This will be the obligation of First Wind Holdings Inc. and not the obligation of First Wind Holdings, LLC. First Wind Holdings Inc. would benefit from the remaining 15% of cash savings, if any, realized. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing First Wind Holdings Inc.'s actual income tax liability with the amount of such taxes that it would have been required to pay had there been no increase in its share of the tax basis of the tangible and intangible assets of First Wind Holdings, LLC. The term of the tax receivable agreement will commence upon completion of this offering and will continue until all such tax benefits have been used or expired, unless First Wind Holdings Inc. exercises its right to terminate the tax receivable agreement for an agreed-upon value of payments remaining to be made under the agreement. Estimating the amount of payments to be made under the tax receivable agreement is imprecise by its nature and cannot be predicted reliably at this time, because any actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending on a number of factors, including:

•

the timing of exchanges of Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable and amortizable assets of First Wind Holdings, LLC at the time of the exchanges;

•

the price of our Class A common stock at the time of exchanges of Series B Membership Interests (and an equal number of shares of our Class B common stock)—the increase in our share of the basis in the assets of First Wind Holdings, LLC, as well as the increase in any tax deductions, will be related to the price of our Class A common stock at the time of these exchanges;

•

the tax rates in effect at the time we use the increased amortization and depreciation deductions; and

•

the amount and timing of our income—we will be required to pay 85% of the tax savings, as and when realized, if any. Except in certain circumstances, if we do not have taxable income, we will not be required to make payments under the tax receivable agreement for that taxable year because no tax savings will have been actually realized.

        As a result of the size of the increases in our share of the tax basis of the tangible and intangible assets of First Wind Holdings, LLC attributable to our interest therein, the payments that we make under the tax receivable agreement could be substantial for periods in which we generate taxable income. However, because we have not generated taxable income to date and do not expect to generate taxable income in the near-term, it is difficult to predict when and if we will make payments under the tax receivable agreement. Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2009, if all of the Series B Membership Interests were acquired by us in taxable transactions at the time of the closing of this offering for a price of $            (the midpoint of the range on the cover of this prospectus) per Series B Membership Interest, we estimate that the

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amount that we would be required to pay under the tax receivable agreement could be approximately $             million. The actual amount may materially differ from this hypothetical amount, as potential future payments will be calculated using the market value of our Class A shares and the prevailing tax rates at the time of relevant exchange and will be dependent on us generating sufficient future taxable income to realize the benefit.

        In addition, the tax receivable agreement will provide that, upon certain mergers, asset sales, other forms of business combinations or other changes of control, our (or our successors') obligations with respect to certain exchanged or acquired Series B Membership Interests would be based on certain assumptions, including that we would have sufficient taxable income to fully use the deductions arising from the increased tax basis and other benefits related to entering into the tax receivable agreement. As a result, in certain circumstances, we could make payments under the tax receivable agreement in excess of our actual cash savings in income tax.

        Decisions made in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments we make under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction will generally accelerate payments under the tax receivable agreement and increase the present value of such payments.

        Were the Internal Revenue Service to successfully challenge the tax basis increases described above, we would not be reimbursed for any payments previously made under the tax receivable agreement. As a result, in certain circumstances, we could make payments under the tax receivable agreement in excess of our actual cash savings in income tax.

Registration Rights Agreement

        We will enter into a registration rights agreement with our Sponsors, certain of our employees and other current investors in First Wind Holdings, LLC to register for sale under the Securities Act shares of our Class A common stock in the circumstances described below. All persons who purchased our units under our April 2006 limited liability company agreement and certain of our employees will be party to the registration rights agreement. This agreement will provide certain holders of our common stock with the right to require us to register shares of our Class A common stock that are received by them in the reorganization or that are issuable upon exchange of Series B Membership Interests and an equal number of shares of our Class B common stock and will provide the other stockholders who will be party to the agreement with the right to include their Class A common stock in a registration statement under most other circumstances. The following description summarizes such rights and circumstances following our reorganization as a corporation.

Demand Rights

        Subject to certain limitations, at any time after completion of this offering, certain of our stockholders will have the right, by delivering written notice to us, to require us to register the number of our shares of Class A common stock requested to be so registered in accordance with the registration rights agreement. Within 10 days of receipt of notice of a demand registration, we will be required to give notice to all other holders of registrable shares of Class A common stock. We will include in the registration all securities with respect to which we receive a written request for inclusion in the registration within 10 days after we give our notice.

Piggyback Rights

        Any holder of registrable shares of Class A common stock will be entitled to request to participate in, or "piggyback" on, registrations of any of our securities for sale by us at any time after this offering. We call this right a piggyback right and the resulting registration a piggyback registration. The

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piggyback right will apply to any registration following this offering other than a demand registration described above or a registration on Form S-4 or S-8.

Conditions and Limitations

        The registration rights outlined above will be subject to conditions and limitations, including the right of underwriters to limit the number of shares to be included in a registration statement and our right to delay, suspend or withdraw a registration statement under specified circumstances.

        If requested by the managing underwriter or underwriters, holders of securities with registration rights will not be able to make any sale of our equity securities (including sales under Rule 144) or give any demand notice during a period commencing on the date of the request and continuing for a period not to exceed 90 days (with respect to any underwritten public offering, other than this offering, made prior to the second anniversary of this offering, and thereafter 60 days rather than 90 days) or such shorter period as may be requested by the underwriters. The managing underwriters for the relevant offering may agree to shorten this period.

Nominating Agreement

        In connection with the reorganization, we and our Sponsors will enter into a nominating agreement with respect to all shares of our common stock held by them and any additional shares that they may acquire in the future. Subject to certain limitations, if a Sponsor and/or any of its affiliates beneficially owns in the aggregate at least 20% of the total number of outstanding shares of Class A common stock and Class B common stock, our board of directors will include in the nominees recommended for election as director not less than two individuals designated by such Sponsor. If a Sponsor and/or any of its affiliates beneficially owns in the aggregate at least 10% of the total number of outstanding shares of Class A common stock and Class B common stock, our board of directors will include in the nominees recommended for election as director not less than one individual designated by such Sponsor. In addition, our Sponsors will agree to vote all their shares of Class A common stock and Class B common stock together on certain matters submitted to our common stockholders for a vote, including the election of directors. Because our Sponsors will own            % of our outstanding Class A common stock and Class B common stock on a combined basis (or            % if the underwriters exercise their over-allotment option in full), our Sponsors will have effective control over the election of our directors.

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DESCRIPTION OF CAPITAL STOCK

        Pursuant to our certificate of incorporation, we have the authority to issue an aggregate of            shares of capital stock, consisting of            shares of Class A common stock, par value $0.001 per share,            shares of Class B common stock, $0.001 par value and            shares of preferred stock, par value $0.001 per share. As of the date of this prospectus, we had one holder of record of our common stock.

        Selected provisions of our organizational documents are summarized below. Forms of our organizational documents are attached as exhibits to the registration statement of which this prospectus is a part. In addition, the summary below does not give full effect to the terms of the provisions of statutory or common law that may affect the rights of a stockholder.

Class A Common Stock

        After completion of this offering we will have a total of            shares of Class A common stock and             shares of Class B common stock outstanding. Before this offering, all of our outstanding shares of common stock were held of record by First Wind Holdings, LLC. We have reserved             shares of Class A common stock for issuance to employees under our LTIP Plan.

Voting Rights

        Each share of Class A common stock is entitled to one vote in the election of directors and on all other matters submitted to a vote of our stockholders. Class A stockholders may not cumulate their votes in the election of directors. Each of our directors is elected on an annual basis by our Class A stockholders and Class B stockholders voting as a single class.

Dividends and Distributions

        Holders of our Class A common stock are entitled to receive dividends if, as and when such dividends are declared by our board out of assets legally available therefor after payment of dividends required to be paid on shares of preferred stock, if any.

Liquidation

        In the event of any dissolution, liquidation, or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock who have a liquidation preference, our remaining assets will be distributed ratably among the holders of Class A common stock, subject to the payment to the holders of Class B common stock of the $0.001 par value per share.

Other Rights

        Holders of our Class A common stock have no redemption or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. No shares of Class A common stock will have preemptive rights to purchase additional shares of Class A common stock.

        The rights, preferences and privileges of holders of Class A common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock that we may designate and issue in the future.

Class B Common Stock

Issuance of Class B Common Stock with Series B Membership Interests

        Shares of our Class B common stock are issuable only in connection with the issuance of Series B Membership Interests of First Wind Holdings, LLC. When a Series B Membership Interest is issued by First Wind Holdings, LLC, First Wind Holdings Inc. will issue the holder one share of our Class B

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common stock. Each share of our Class B common stock will be redeemed and cancelled by us if the holder of the corresponding Series B Membership Interests exchanges such interests pursuant to the terms of the exchange agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Voting Rights

        Our Class B stockholders will be entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders.

        Class B stockholders will not be entitled to cumulate their votes in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all Class B stockholders and Class A stockholders present in person or represented by proxy, voting together as a single class. Except as otherwise provided by law or as described in "—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaw Provisions", certain amendments to our certificate of incorporation must be approved by 66-²/3% of the combined voting power of all shares of Class B common stock and Class A common stock, voting together as a single class.

        See "The Reorganization and Our Holding Company Structure—Nominating Agreement" for a description of the terms of the nominating agreement that we and our Sponsors will enter into in connection with the reorganization.

Dividend Rights

        Our Class B stockholders will not participate in any dividends declared by our board of directors.

Liquidation

        In the event of any dissolution, liquidation, or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock who have a liquidation preference, Class B stockholders will not be entitled to receive any of our assets.

Other Matters

        In the event of our merger or consolidation with or into another company in connection with which shares of Class A common stock and Class B common stock (together with the related Series B Membership Interests) are converted into, or become exchangeable for, shares of stock, other securities or property (including cash), each Class A stockholder will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash), but each Class B stockholder will only be entitled to receive the same number of shares of stock as is received by Class A stockholders, and will not be entitled to receive other securities or property (including, without limitation, cash). No shares of Class B common stock will have preemptive rights to purchase additional shares of Class B common stock.

Preferred Stock

        Our certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.001 per share, covering up to an aggregate of            shares of preferred stock and to increase or decrease the number of authorized shares of any such class or series to the extent permitted by Delaware law. Each class or series of preferred stock will cover the number of shares and will have designations, powers, preferences, voting powers, qualifications and special, relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of preferred stock or

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privileges determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights.

Certain Effects of Authorized But Unissued Stock

        The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans.

        The ability of our board of directors to issue authorized but unissued common stock and preferred stock could render more difficult or discourage an attempt to obtain control of the company by means of a proxy contest, tender offer, merger or otherwise, and thereby protect the continuity of our management.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaw Provisions

        A number of provisions in our certificate of incorporation, our bylaws and Delaware law may make it more difficult to acquire control of us. These provisions could deprive the stockholders of opportunities to realize a premium on the shares of common stock owned by them. In addition, these provisions may adversely affect the prevailing market price of our common stock. These provisions are intended to:

•

enhance the likelihood of continuity and stability in the composition of the board and in the policies formulated by the board;

•

discourage transactions that may involve an actual or threatened change in control of us;

•

discourage tactics that may be involved in proxy fights; and

•

encourage persons seeking to acquire control of our company to consult first with the board of directors to negotiate the terms of any proposed business combination or offer.

Advance Notice Procedures for Stockholder Proposals and Director Nominations

        Our bylaws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder's notice generally must be delivered to or mailed and received at our principal executive offices not less than 60 and no more than 90 calendar days prior to the first anniversary of the preceding year's annual meeting of stockholders. However, if the SEC adopts rules permitting a stockholder to include a nominee for director on the company proxy and these rules require the stockholder to notify us earlier than these deadlines, the SEC deadlines will apply. In addition, our bylaws specify requirements as to the form and content of a stockholder's notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Stockholder Meetings

        Our certificate of incorporation provides that any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting, and may not be taken by written consent of stockholders without a meeting, but if holders of Class B common stock collectively hold more than 50% of the total voting power of all of our capital stock, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of stockholders without a meeting. Our certificate of incorporation provides that only our board of directors, the Chairman of the board of directors, our Chief Executive Officer and, if holders of Class B common stock collectively hold more than 50% of

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our total voting power, a majority of the Class B common stockholders, are permitted to call a special meeting of stockholders.

Supermajority Vote to Amend Bylaws

        For our shareholders to amend the bylaws, our certificate of incorporation requires the affirmative vote of the holders of at least 66-²/3% of the combined voting power of all shares of our stock then outstanding, voting together as a single class, to adopt, amend or repeal any bylaws of the company.

Limitation of Liability

        Our certificate of incorporation and bylaws provide that to the fullest extent permitted by Delaware law, as that law may be amended and supplemented from time to time, that our directors will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability (i) for any breach of the director's duty of loyalty to the company or our stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived any improper personal benefit. The effect of this provision of the certificate of incorporation is to eliminate the rights of the company and our stockholders (through stockholders' derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent behavior) except in the situations described in clauses (i) through (iv) above. Our certificate of incorporation also sets forth certain indemnification provisions and provides for the advancement of expenses (to the fullest extent authorized by Delaware law) incurred by a director in defending a claim by reason of the fact that he was a director of the company (or was serving as a director or officer of another entity at our request). The indemnification provisions of our certificate of incorporation may reduce the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breaches of their fiduciary duties, even though an action, if successful, otherwise might have benefited us and our stockholders.

        The rights to indemnification and advancement of expenses are not exclusive of any other rights to indemnification our directors or officers, or their respective affiliates, including our Sponsors, may be entitled to under any agreement, vote of stockholders or disinterested directors or otherwise. We intend to enter into indemnification agreements with each of our directors and some of our officers pursuant to which we agree to indemnify the director or officer and his or her affiliates, including our Sponsors, against expenses, judgments, fines or amounts paid in settlement incurred by the director or officer and such affiliates, including our Sponsors, and arising out of his capacity as a director, officer, employee and/or agent of the company or other enterprise of which he is a director, officer, employee or agent acting at our request to the maximum extent permitted by applicable law, subject to certain limitations. Additionally, under Delaware law, we may purchase and maintain insurance for the benefit and on behalf of our directors and officers insuring against all liabilities that may be incurred by the director or officer in or arising out of his capacity as our director, officer, employee and/or agent.

        First Wind Holdings, LLC's limited liability company agreement contains corresponding provisions with regard to its managing member, members, officers and their respective affiliates. Because First Wind Holdings, LLC is a limited liability company, these indemnification provisions, which will also benefit our Sponsors, are not subject to the limitations of the Delaware General Corporation Law regarding indemnification of officers and directors of Delaware corporations.

Certificate of Incorporation Provisions Relating to Corporate Opportunities and Interested Directors

        Our certificate of incorporation provides that each of the Sponsors and their respective affiliates, director designees and entities in which such Sponsors have an equity investment, has no obligation to offer us an opportunity to participate in business opportunities presented to it or its affiliates even if the opportunity is one that we might reasonably have pursued. unless, in the case of any person who is a director of our company, such business opportunity is offered to such director in writing solely in his or her capacity as a director of our company (subject to certain exceptions) or is identified by the Sponsors solely through the disclosure of information by us or on our behalf. Stockholders will be deemed to have notice of and consented to this provision of our certificate of incorporation.

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to the date of this prospectus, there has been no public market for our Class A common stock. The sale of a substantial amount of our Class A common stock in the public market after we complete this offering, or the perception that such sales may occur, could adversely affect the prevailing market price of our Class A common stock. Furthermore, because some of our shares will not be available for sale shortly after this offering due to the contractual and legal restrictions on resale described below and the fact that a significant number of our shares of Class A common stock (including Class A common stock issuable upon exchange of Series B Membership Interests and shares of our Class B common stock) will be subject to registration rights held by certain of our stockholders, the sale of a substantial amount of Class A common stock in the public market after these restrictions lapse or in the future by these stockholders could adversely affect the prevailing market price of our Class A common stock and our ability to raise equity capital in the future.

        After completion of this offering, we will have            shares of Class A common stock outstanding. All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless the shares are purchased by our "affiliates" as that term is defined in Rule 144 under the Securities Act and except certain shares that will be subject to the lock-up period described under "Underwriting," after completion of this offering. Any shares owned by our affiliates may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement. The shares of Class A common stock issuable to our Class B stockholders will be "restricted securities" as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act. This rule is summarized below.

Rule 144

        In general, under Rule 144, beginning 90 days after this offering, a person (or group of persons whose Class A common stock is required to be aggregated) who is not deemed to have been an affiliate of ours at any time during the preceding three months, and who has beneficially owned our Class A common stock for at least six months, including the holding period of any prior owner other than one of our affiliates, would be entitled sell those shares without regard to volume limitations. Sales of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were held by such person for less than one year.

        An affiliate of ours who has held our Class A common stock for at least six months would be entitled to sell in any three month period a number of shares that does not exceed the greater of:

•

1% of the then outstanding shares, which will equal approximately            shares immediately after completion of this offering; and

•

the average weekly trading volume in our shares on the Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale, subject to restrictions.

        To the extent that our affiliates sell their Class A common stock, other than pursuant to Rule 144 or a registration statement, the purchaser's holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate. Sales under Rule 144 may also be subject to the availability of current public information about us.

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Class A Common Stock Issuable Upon Exchange of Series B Membership Interests

        After completion of this offering,            Series B Membership Interests of First Wind Holdings, LLC will be outstanding. Each Series B Membership Interest (together with a share of Class B common stock) will be exchangeable for a share of Class A common stock. Pursuant to the registration rights agreement that we will enter into with certain of our current investors, we will upon request use our best efforts to file a registration statement for the sale of shares of Class A common stock received by them in the reorganization or issued to them in exchange for Series B Membership Interests and Class B common stock. If all initial holders of Series B Membership Interests exercised their exchange and resale rights,            shares of Class A common stock would be issued and registered for resale (representing             % of the number of shares of our Class A common stock outstanding immediately after this offering). See "The Reorganization and Our Holding Company Structure—Resale and Registration Rights Agreement."

Stock Issued Under Employee Plans

        We intend to file a registration statement on Form S-8 under the Securities Act to register approximately             shares of Class A common stock issuable under our LTIP Plan. This registration statement is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. All of these shares of Class A common stock will be eligible for resale in the public market without restriction after the effective date of the Form S-8 registration statement, subject to Rule 144 limitations applicable to affiliates. Under Rule 701 under the Securities Act, as currently in effect, each of our employees, officers, directors, and consultants who purchased or received shares pursuant to a written compensatory plan or contract is eligible to resell these shares 90 days after the date of this prospectus in reliance upon Rule 144, but without compliance with specific restrictions. Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation or notice provisions of Rule 144.

Lock-Up Period

        Our executive officers, directors and existing stockholders have agreed not to offer, sell, contract to sell, pledge or otherwise dispose of any shares of our Class A common stock for a period of 180 days after the date of this prospectus. See "Underwriting."

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A
COMMON STOCK

        The following is a general discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of our Class A common stock by a beneficial owner that is a "Non-U.S. Holder," other than a Non-U.S. Holder that owns, or has owned, actually or constructively, more than 5% of our Class A common stock. A "Non-U.S. Holder" is a person or entity that, for U.S. federal income tax purposes, is a:

•

nonresident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates;

•

foreign corporation; or

•

foreign estate or trust.

        A "Non-U.S. Holder" does not include a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of disposition. Such an individual is urged to consult his or her own tax adviser regarding the U.S. federal income tax consequences of the sale, exchange or other disposition of our Class A common stock.

        If an entity that is classified as a partnership for U.S. federal income tax purposes holds our Class A common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our Class A common stock and partners in such partnerships are urged to consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of our Class A common stock.

        This discussion is based on the Internal Revenue Code of 1986, as amended (the Code), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to Non-U.S. Holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective holders are urged to consult their tax advisers with respect to the particular tax consequences to them of owning and disposing of our Class A common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

Dividends

        As discussed under "Dividend Policy" above, we do not currently expect to pay dividends. In the event that we do pay dividends, dividends paid to a Non-U.S. Holder of our Class A common stock generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a Non-U.S. Holder will be required to provide an Internal Revenue Service Form W-8BEN certifying its entitlement to benefits under a treaty.

        If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and, if an income tax treaty applies, are attributable to a permanent establishment in the United States), the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding paragraph, will generally be taxed in the same manner as a U.S. person. In this case, we will not have to withhold U.S. federal withholding tax if the Non-U.S. Holder complies with applicable certification and disclosure requirements. In general, the Non-U.S. Holder will be required to provide a properly executed Internal Revenue Service Form W-8ECI in order to claim an exemption from withholding. A non-U.S. corporation receiving

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effectively connected dividends may also be subject to an additional "branch profits tax" imposed at a rate of 30% (or a lower treaty rate).

Gain on Disposition of Class A Common Stock

        A non-U.S. holder generally will not be subject to U.S. federal income tax on gain realized on a sale or other disposition of our Class A common stock unless:

•

the gain is effectively connected with a trade or business of the Non-U.S. holder in the United States, or

•

the company is or has been a U.S. real property holding corporation, as defined in the Code, at any time within the five-year period preceding the disposition or the Non-U.S. Holder's holding period, whichever period is shorter, and our Class A common stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs.

        The company believes that it is not, and does not anticipate becoming, a U.S. real property holding corporation.

        If a Non-U.S. Holder is engaged in a trade or business in the United States and gain recognized by the Non-U.S. Holder on a sale or other disposition of our Class A common stock is effectively connected with a conduct of such trade or business, the Non-U.S. Holder will generally be taxed in the same manner as a U.S. person, subject to an applicable income tax treaty providing otherwise. Non-U.S. Holders whose gain from dispositions of our Class A common stock may be effectively connected with a conduct of a trade or business in the United States are urged to consult their own tax advisers with respect to the U.S. tax consequences of the ownership and disposition of our Class A common stock, including the possible imposition of a branch profits tax.

Information Reporting Requirements and Backup Withholding

        Information returns will be filed with the Internal Revenue Service in connection with payments of dividends on our Class A common stock. Unless the Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the Internal Revenue Service in connection with the proceeds from a sale or other disposition of our Class A common stock and the Non-U.S. Holder may be subject to U.S. backup withholding on dividend payments on our Class A common stock or on the proceeds from a sale or other disposition of our Class A common stock. The certification procedures required to claim a reduced rate of withholding under a treaty described above will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such holder's U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Federal Estate Tax

        Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, our Class A common stock will be treated as U.S. situs property subject to U.S. federal estate tax.

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UNDERWRITING

        Under the terms and subject to the conditions contained in an underwriting agreement dated                  , we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives, the following respective numbers of shares of Class A common stock:

Underwriter		Number of Shares
Credit Suisse Securities (USA) LLC
Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
RBS Securities Inc.
Citigroup Global Markets Inc.
Macquarie Capital (USA) Inc.
Piper Jaffray & Co.
KeyBanc Capital Markets Inc.
SG Americas Securities, LLC
	Total

        The underwriting agreement provides that the underwriters are obligated to purchase all the shares of Class A common stock in this offering if any are purchased, other than those shares of Class A common stock covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or this offering may be terminated. The offering of the shares of Class A common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

        We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to            additional shares of Class A common stock from us at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of Class A common stock.

        The underwriters propose to offer the shares of Class A common stock initially at the public offering price on the cover of this prospectus and to selling group members at that price less a selling concession of $            per share. After the initial public offering the underwriters may change the public offering price and concession and discount to broker/dealers.

        The following table summarizes the compensation we will pay:

	Per Share		Total
	Without Over- allotment	With Over- allotment	Without Over- allotment	With Over- allotment
Underwriting discounts and commissions paid by us	$	$	$	$

        We estimate that our out-of-pocket expenses for this offering will be approximately $            .

        The representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of Class A common stock being offered.

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        We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position in or file with the SEC a registration statement under the Securities Act relating to, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the "lock-up" period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the "lock-up" period, we announce that we will release earnings results during the 16-day period beginning on the last day of the "lock-up" period, then in either case the expiration of the "lock-up" will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. waive, in writing, such an extension.

        Our officers and directors and stockholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our Class A common stock, units of First Wind Holdings, LLC, or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock or units of First Wind Holdings, LLC, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our Class A common stock or units of First Wind Holdings, LLC, whether any of these transactions are to be settled by delivery of our Class A common stock or units of First Wind Holdings, LLC, other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the "lock-up" period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the "lock-up" period, we announce that we will release earnings results during the 16-day period beginning on the last day of the "lock-up" period, then in either case the expiration of the "lock-up" will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. waive, in writing, such an extension. Notwithstanding the foregoing, such officers, directors and stockholders may transfer our Class A common stock or units of First Wind Holdings, LLC: (i) as a bona fide gift or gifts, or by will or intestacy; (ii) to any trust for the direct or indirect benefit of such person or the immediate family of such person; (iii) if such person is a corporation, partnership, limited liability company or other business entity, to general or limited partners, members, stockholders or any wholly-owned subsidiary of such person and, in the case of the D. E. Shaw group, Madison Dearborn and UPC Wind Partners II, LLC, to an affiliate under common control; (iv) in connection with the exercise by such person of any option to acquire our Class A common stock or any exchange of membership interests of First Wind Holdings, LLC and a corresponding number of shares of our Class B common stock in a manner consistent with the provisions therefor detailed in the Limited Liability Company Agreement of First Wind Holdings, LLC; provided that, in the case of (i), (ii), (iii) and (iv), (A) each donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the terms of the "lock-up" prior to such transfer, (B) no filing by any party (transferor, donee, trustee, distributee or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the "lock-up" period) and (C) such transfer shall not involve a

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disposition for value. A transfer of Class A common stock acquired by the undersigned in the open market may be made, provided that (A) the transferee agrees to be bound in writing by the terms of the "lock-up" prior to such transfer, (B) no filing by any party (transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made after the expiration of the "lock-up" period) and (C) in the case of officers, directors and stockholders other than the D. E. Shaw group, Madison Dearborn and UPC Wind Partners II, LLC, such transfer shall not involve a disposition for value, and in the case of the D. E. Shaw group, Madison Dearborn and UPC Wind Partners II, LLC, prior to engaging in any such transfer, such person shall have provided notice of such transfer to Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. The D. E. Shaw group, Madison Dearborn and UPC Wind Partners II, LLC may also establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of our Class A common stock, provided that such plan does not provide for the transfer of such shares during the "lock-up" period. For purposes of the "lock-up," "immediate family" means any relationship by blood, marriage or adoption, not more remote than first cousin.

        Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. have informed us that they do not have a present intent or arrangement to shorten or waive any of the "lock-up" periods with respect to us or any of our officers, directors or stockholders, and will consider the release of any shares subject to a "lock-up" arrangement on a case-by-case basis. Upon a request to release any shares subject to a "lock-up" arrangement, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. would consider the particular circumstances surrounding the request, including, but not limited to, the length of time before the "lock-up" period expires, the number of shares requested to be released, reasons for the request, the possible impact on the trading price of our common stock, historical trading volumes of our common stock and whether the holder of our shares requesting the release is an officer, director or stockholder of ours.

        We have agreed to indemnify the several underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect, to the extent these liabilities arise out of or are based upon untrue statements or alleged untrue statements of material facts contained in the offering materials, including this prospectus, or omissions or alleged omissions of material facts required or necessary to be stated therein, with an exception for certain information furnished to us by the underwriters specifically for use in such offering materials.

        We have applied to list the shares of Class A common stock on the Nasdaq Global Market.

        In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

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•

Syndicate covering transactions involve purchases of the Class A common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the Class A common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

        These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A common stock or preventing or retarding a decline in the market price of the Class A common stock. As a result the price of our Class A common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq Global Market and, if commenced, may be discontinued at any time.

        Before this offering , there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our financial operating information in recent periods, and market prices of securities and financial and operating information of companies engaged in activities similar to ours.

        A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities.

        In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Company.

        In the ordinary course, the underwriters and their affiliates have provided, and may in the future provide, investment banking, commercial banking, financial advisory or other financial services to us and our affiliates for which they have received compensation and may receive compensation in the future. Affiliates of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. have entered into hedging transactions with us. In September 2009, an affiliate of Credit Suisse Securities (USA) LLC entered into tax equity financing transactions with us. In April 2009, our subsidiary that owns our Milford I project entered into a secured credit agreement

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with RBS Securities Inc., as lead arranger and borrower, and with a syndicate of financial institutions (including affiliates of Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets Inc. and SG Americas Securities, LLC). In 2009, Credit Suisse Securities (USA) LLC received cash compensation for its role as placement agent in connection with a potential private placement that resulted in our loan transaction with affiliates of AIMCO. In March 2010, we entered into a secured letter of credit facility with a syndicate of financial institutions, including affiliates of Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Deutsche Bank Securities Inc. and RBS Securities Inc. Also in March 2010, we entered into a term loan with two financial institutions, including an affiliate of Credit Suisse Securities (USA) LLC. We also have a signed commitment letter with a consortium of banks, including affiliates of RBS Securities Inc. and SG Americas Securities, LLC, to provide construction financing for our Milford II project.

European Economic Area

        In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, (each, a Relevant Member State) each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a)

to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;



(b)

to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;



(c)

to fewer than 100 natural or legal persons (other than "qualified investors" as defined in the Prospectus Directive) subject to obtaining the prior consent of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated for any such offer; or



(d)

in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

        For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

        In the case of any shares being offered by an underwriter to a financial intermediary, as that term is used in Article 3(2) of the of the Prospectus Directive, such financial intermediary will be deemed to have represented and agreed to and with the underwriter that: (i) the shares purchased by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than "qualified investors" (as defined in the Prospectus Directive) or in circumstances in which the prior consent of the representatives has been obtained to each such offer or resale; or (ii) where shares have been purchased by it on behalf of persons in any Relevant

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Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

United Kingdom

        Each of the underwriters has represented and agreed as follows:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (FSMA)) to: (i) persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) who fall within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully do so, or in circumstances in which section 21 of FSMA does not apply to the company; and



(b)

it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the shares of Class A common stock in, from or otherwise involving the United Kingdom.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the shares are subscribed or purchased under Section 275 by a relevant person that is:

•

a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

        The securities have not been and will not be registered under the Financial Instruments and Exchange Law, as amended (FIEL). Each underwriter has represented and agreed that the securities which it purchases will be purchased by it as principal and that, in connection with the offering, it will not, directly or indirectly, offer or sell any securities in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or entity organized under the laws of Japan), or to others for re-offer or resale, directly or indirectly, in

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Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements under the FIEL and otherwise in compliance with such law and any other applicable laws, regulations and ministerial guidelines of Japan.

Hong Kong

        The shares may not be offered or sold by means of any document other than (i) in circumstances that do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares that are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

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NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

        The distribution of the Class A common stock in Canada is being made only on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of Class A common stock are made. Any resale of the Class A common stock in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the Class A common stock.

Representations of Purchasers

        By purchasing Class A common stock in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•

the purchaser is entitled under applicable provincial securities laws to purchase the Class A common stock without the benefit of a prospectus qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106—Prospectus and Registration Exemptions,

•

the purchaser is a "permitted client" as defined in National Instrument 31-103—Registration Requirements and Exemptions,

•

where required by law, the purchaser is purchasing as principal and not as agent,

•

the purchaser has reviewed the text above under "Resale Restrictions", and

•

the purchaser acknowledges and consents to the provision of specified information concerning the purchase of the Class A common stock to the regulatory authority that by law is entitled to collect the information, including certain personal information. For purchasers in Ontario, questions about such indirect collection of personal information should be directed to Administrative Support Clerk, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or to (416) 593-3684.

Rights of Action—Ontario Purchasers Only

        Under Ontario securities legislation, certain purchasers who purchase a security offered by this document during the period of distribution will have a statutory right of action for damages, or while still the owner of the Class A common stock, for rescission against us in the event that this document contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the Class A common stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the Class A common stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which the Class A common stock were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Class A common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other

186

rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Enforcement of Legal Rights

        All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

        Canadian purchasers of Class A common stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in the Class A common stock in their particular circumstances and about the eligibility of the investment by the purchaser under relevant Canadian legislation.

187

LEGAL MATTERS

        The validity of the shares offered hereby and certain other legal matters in connection with this offering will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York. Certain legal matters in connection with the shares of Class A common stock offered hereby will be passed upon for the underwriters by Kirkland & Ellis LLP, Chicago, Illinois. Kirkland & Ellis LLP represents Madison Dearborn Capital Partners IV, L.P. and entities affiliated with it, including First Wind Holdings, LLC, in connection with various legal matters.

EXPERTS

        The consolidated financial statements (including the financial statement schedule) of First Wind Holdings, LLC at December 31, 2009 and 2008 and for each of the two years in the period ended December 31, 2009, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The consolidated statements of operations, members' capital and cash flows of First Wind Holdings, LLC and subsidiaries for the year ended December 31, 2007 included in this prospectus and in the registration statement and the related financial statement schedule included elsewhere in the registration statement have been audited by KPMG LLP, independent registered public accounting firm, as stated in their reports appearing in this prospectus and in the registration statement, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The audit report of KPMG LLP covering the consolidated statements of operations, members' capital and cash flows for the year ended December 31, 2007 contains an explanatory paragraph that states that First Wind Holdings, LLC's recurring losses from operations, negative operating cash flows, accumulated deficit, and insufficient resources to meet its funding needs through January 1, 2009 raise substantial doubt about First Wind Holdings, LLC's ability to continue as a going concern. The consolidated statements of operations, members' capital and cash flows for the year ended December 31, 2007 do not include any adjustments that might result from the outcome of this uncertainty.

        The financial statements of First Wind Holdings Inc. have been omitted because the entity has not commenced commercial operations, and has no activities except in connection with its formation, as described in "The Reorganization and Our Holding Company Structure."

CHANGE OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        On February 3, 2009, we decided to engage new auditors as our independent accountants to audit our financial statements. Our board of directors approved the change of accountants to Ernst & Young LLP. Accordingly, as of February 3, 2009, KPMG LLP was dismissed as our independent registered public accounting firm.

        During the two fiscal years ended December 31, 2007 and the subsequent interim period through February 3, 2009, there were no: (1) disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope procedure, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events, except that KPMG advised us of the following material weakness in our internal control over financial reporting that related to the adequacy of our financial and accounting organization support for our financial accounting and reporting needs. These weaknesses resulted from a lack of sufficient personnel, and contributed to

188

significant deficiencies related to: (1) effective policies and procedures designed to ensure certain costs are capitalized in accordance with generally accepted accounting principles and captured in the appropriate accounting period; (2) an effective process to ensure the completeness of accounts payable and accrued expenses; and (3) an effective review and approval process for journal entries.

        The audit report of KPMG LLP on the consolidated statements of operations, members' capital and cash flows of First Wind Holdings, LLC for the year ended December 31, 2007 did not contain any adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: The audit report of KPMG LLP on the consolidated statements of operations, members' capital and cash flows of First Wind Holdings LLC and subsidiaries for the year ended December 31, 2007 contained an explanatory paragraph stating that: "The 2007 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and negative operating cash flows, has an accumulated deficit amounting to $116.4 million as of December 31, 2007, and does not have sufficient resources available to meet its funding needs through January 1, 2009. Those conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty."

        A letter from KPMG LLP is attached as Exhibit 16.1 to this Form S-1.

        During the last two fiscal years and subsequent interim periods preceding their engagement, Ernst & Young LLP was not consulted on any matter relating to accounting principles with respect to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC, under the Securities Act, a registration statement on Form S-1 with respect to the Class A common stock offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement, portions of which are omitted as permitted by the rules and regulations of the SEC. Statements made in this prospectus regarding the contents of any contract or other documents are summaries of the material terms of the contract or document. With respect to each contract or document filed as an exhibit to the registration statement, reference is made to the corresponding exhibit. For further information pertaining to us and to the Class A common stock offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules thereto, copies of which may be inspected without charge at the public reference facilities of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of all or any portion of the registration statement may also be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information that is filed electronically with the SEC. The website can be accessed at www.sec.gov.

        After effectiveness of the registration statement, of which this prospectus is a part, we will be required to comply with the requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, will file current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K and other information with the SEC. Those reports and other information will be available for inspection and copying at the public reference facilities and internet website of the SEC referred to above.

189

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
First Wind Holdings, LLC
	Annual Financial Statements
		Report of Ernst & Young LLP, Independent Registered Public Accounting Firm	F-2
		Report of KPMG LLP, Independent Registered Public Accounting Firm	F-3
		Consolidated Balance Sheets as of December 31, 2008 and 2009	F-4
		Consolidated Statements of Operations for the years ended December 31, 2007, 2008 and 2009	F-5
		Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009	F-6
		Consolidated Statements of Members' Capital for the years ended December 31, 2007, 2008 and 2009	F-7
		Notes to the Consolidated Financial Statements	F-8
	Quarterly Financial Statements
		Condensed Consolidated Balance Sheets as of December 31, 2009 and June 30, 2010 (Unaudited)	F-44
		Condensed Consolidated Statements of Operations for the three months and the six months ended June 30, 2009 and 2010 (Unaudited)	F-45
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2010 (Unaudited)	F-46
		Notes to Condensed Consolidated Financial Statements (Unaudited)	F-47

First Wind Holdings Inc.

        The financial statements of First Wind Holdings Inc. have been omitted from this presentation because the entity has not commenced operations, and has no activities except in connection with its formation, as described in "The Reorganization and Our Holding Company Structure."

F-1

Report of Independent Registered Public Accounting Firm

The Board of Managers
First Wind Holdings, LLC

        We have audited the accompanying consolidated balance sheets of First Wind Holdings, LLC and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, members' capital, and cash flows for the years then ended. Our audits also included the financial statement schedule listed in the Index at Item 16. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Wind Holdings, LLC and subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP              

Boston, MA
March 24, 2010

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Members
First Wind Holdings, LLC:

        We have audited the consolidated statements of operations, members' capital (deficit) and cash flows of First Wind Holdings, LLC and subsidiaries for the year ended December 31, 2007. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of First Wind Holdings, LLC and subsidiaries for the year ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

        The 2007 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and negative operating cash flows, has an accumulated deficit amounting to $116.4 million as of December 31, 2007, and does not have sufficient resources available to meet its funding needs through January 1, 2009. Those conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

        As discussed in the first paragraph under the caption "Significant New Accounting Policies" in Note 3, the consolidated financial statements have been adjusted for the retrospective application of Financial Accounting Standards Board Accounting Standards Codification 810, Consolidation, which became effective for the Company on January 1, 2009.

/s/ KPMG LLP

Boston, Massachusetts
July 29, 2008, except for the first paragraph under the
    caption "Significant New Accounting Policies" in
    Note 3 to the consolidated financial statements relating
    to the retrospective change in accounting for noncontrolling
    interests which is as of December 22, 2009.

F-3

First Wind Holdings, LLC and Subsidiaries

Consolidated Balance Sheets

(in thousands)

				December 31,
				2008			2009
Assets
Current assets:
	Cash and cash equivalents			$	40,729		$	31,467
	Restricted cash				1,433			45,974
	Accounts receivable				3,027			6,390
	Prepaid expenses and other current assets				10,096			9,096
	Derivative assets				3,536			9,150
			Total current assets		58,821			102,077
Property, plant and equipment, net of accumulated depreciation of $23,768 and $59,831 as of December 31, 2008 and 2009					187,316			950,610
Construction in progress					571,586			472,526
Turbine deposits					438,116			97,172
Long-term derivative assets					22,279			37,638
Other non-current assets					23,580			21,671
Deferred financing costs, net of accumulated amortization of $2,426 and $6,414 as of December 31, 2008 and 2009					9,893			16,460
			Total assets	$	1,311,591		$	1,698,154
Liabilities and Members' Capital
Current liabilities:
	Accrued capital expenditures and turbine deposits			$	31,929		$	44,894
	Accounts payable and accrued expenses				42,868			16,440
	Derivative liabilities				838			3,449
	Current portion of long-term debt				4,548			109,238
			Total current liabilities		80,183			174,021
Long-term debt, net of current portion					527,893			522,808
Long-term derivative liabilities					8,442			10,197
Deferred income tax liability					—			2,010
Deferred revenue					1,447			2,777
Other liabilities					34,221			7,555
Redeemable interest in subsidiary					—			119,998
Asset retirement obligations					6,313			9,415
			Total liabilities		658,499			848,781
Commitments and contingencies
Members' capital:
	First Wind Holdings, LLC
		Members' capital			668,189			847,251
		Accumulated deficit			(131,610	)		(191,229	)
			Total First Wind Holdings, LLC members' capital		536,579			656,022
	Noncontrolling interests in subsidiaries				116,513			193,351
			Total members' capital		653,092			849,373
			Total liabilities and members' capital	$	1,311,591		$	1,698,154

See accompanying notes to consolidated financial statements.

F-4

First Wind Holdings, LLC and Subsidiaries

Consolidated Statements of Operations

(in thousands)

			Year ended December 31,
			2007			2008			2009
Revenues:
	Revenues		$	23,817		$	28,790		$	47,136
	Risk management activities related to operating projects			(11,471	)		10,688			28,141
		Total revenues		12,346			39,478			75,277
Cost of revenues:
	Project operating expenses			9,175			10,613			19,709
	Depreciation and amortization of operating assets			8,800			10,611			34,185
		Total cost of revenues		17,975			21,224			53,894
		Gross (loss) income		(5,629	)		18,254			21,383
Other operating expenses:
	Project development			25,861			35,855			35,895
	General and administrative			13,308			44,358			39,192
	Depreciation and amortization			1,215			2,325			3,381
		Total other operating expenses		40,384			82,538			78,468
		Loss from operations		(46,013	)		(64,284	)		(57,085	)
Risk management activities related to non-operating projects				(21,141	)		42,138			—
Other income/(expense)				1,078			827			(1,915	)
Interest expense, net of capitalized interest				(9,820	)		(4,846	)		—
Loss before provision for income taxes				(75,896	)		(26,165	)		(59,000	)
	Provision for income taxes			—			—			2,010
Net loss				(75,896	)		(26,165	)		(61,010	)
Less: net loss attributable to noncontrolling interests				7,825			11,107			1,391
		Net loss attributable to members of First Wind Holdings, LLC	$	(68,071	)	$	(15,058	)	$	(59,619	)
Net loss attributable per Series A unit:
	Basic and diluted net loss attributable per Series A unit		$	(0.36	)	$	(0.05	)	$	(0.09	)
Basic and diluted weighted average number of Series A units				189,161,855			278,288,518			649,681,382

See accompanying notes to consolidated financial statements.

F-5

First Wind Holdings, LLC and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

					Year ended December 31,
					2007			2008			2009
Cash flows from operating activities:
	Net loss				$	(75,896	)	$	(26,165	)	$	(61,010	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation and amortization				9,878			12,936			36,950
		Amortization and write-off of deferred financing costs				5,319			2,611			—
		Unrealized losses/(gains) on derivative instruments				30,707			(58,507	)		(16,607	)
		Loss on equity investment				—			856			1,799
		Accretion of asset retirement obligations				137			609			616
		Share-based compensation expense				1,543			8,803			7,522
		Deferred income taxes				—			—			2,010
		Foreign currency translation				—			(130	)		—
		Changes in assets and liabilities:
			Accounts receivable			(1,488	)		(314	)		(3,363	)
			Prepaid expenses and other current assets			(660	)		(7,532	)		1,000
			Other non-current assets			(2,153	)		(5,127	)		(651	)
			Other liabilities			—			497			2,728
			Accounts payable and accrued expenses			6,243			29,277			(26,802	)
			Deferred revenue			—			597			1,330
				Net cash used in operating activities		(26,370	)		(41,589	)		(54,478	)
Cash flows from investing activities:
	Capital expenditures and turbine deposits					(339,806	)		(473,090	)		(208,992	)
	Changes in restricted cash					5,799			(812	)		(44,541	)
	Investment in equity method investee					—			(3,366	)		—
				Net cash used in investing activities		(334,007	)		(477,268	)		(253,533	)
Cash flows from financing activities:
	Proceeds from borrowings					416,545			371,828			607,421
	ARRA grant proceeds, net					—			—			114,965
	Proceeds from capital contributions					13,349			496,714			164,274
	Proceeds from sale of subsidiary company interests, net of transaction costs					143,967			17,920			96,822
	Repurchase of subsidiary company interests					—			—			(4,500	)
	Repayment of borrowings					(213,784	)		(314,926	)		(673,406	)
	Proceeds from loans from related parties					21,722			—			—
	Distributions to noncontrolling interests					(23,692	)		(6,886	)		(5,827	)
	Distributions to members					—			(8,591	)		(1,000	)
				Net cash provided by financing activities		358,107			556,059			298,749
				Net increase (decrease) in cash and cash equivalents		(2,270	)		37,202			(9,262	)
Cash and cash equivalents, beginning of period						5,797			3,527			40,729
Cash and cash equivalents, end of period					$	3,527		$	40,729		$	31,467
Supplemental disclosures of cash flow information:
	Cash paid during the year for:
		Interest			$	5,879		$	33,924		$	40,162
	Non-cash investing activities:
		Capital expenditures and turbine deposits funded directly from borrowings				—			—			259,267
		Fair value of assets exchanged for equity in equity method investee				—			610			—
		Fair value of asset retirement obligations				265			3,198			2,485
		Fair value of land acquired				—			153			—
	Non-cash financing activities:
		Conversion of member loans including interest				—			23,398			—
		PIK interest on CSSW loan				—			—			7,021

See accompanying notes to consolidated financial statements.

F-6

First Wind Holdings, LLC and Subsidiaries

Consolidated Statements of Members' Capital

(in thousands)

		Series
											Members' Capital			Accumulated Deficit			Subtotal FWH, LLC			Noncontrolling Interests
		A Units		A-1 Units		A-2 Units		B Units															Total
Balance at December 31, 2006			175,959		—		—		36,337		$	136,870		$	(48,351	)	$	88,519		$	—		$	88,519
	Issuance of Series B Units		—		—		—		1,000			—			—			—			—			—
	Share-based compensation		—		—		—		—			1,543			—			1,543			—			1,543
	Issuance of Series A Units		13,349		—		—		—			13,349			—			13,349			—			13,349
	Proceeds from sale of subsidiary company interests		—		—		—		—			—			—			—			146,348			146,348
	Distributions to noncontrolling interests in excess of members' capital balance		—		—		—		—			—			—			—			(21,992	)		(21,992	)
	Transaction costs associated with tax equity financing		—		—		—		—			(2,295	)		—			(2,295	)		—			(2,295	)
	Distributions																	—			(1,700	)		(1,700	)
	Net loss		—		—		—		—			—			(68,071	)		(68,071	)		(7,825	)		(75,896	)
Balance at December 31, 2007			189,308		—		—		37,337			149,467			(116,422	)		33,045			114,831			147,876
	Issuance of Series A Units		436,942		—		—		—			427,602			—			427,602			—			427,602
	Issuance of Series A-1 Units		—		60,000		—		—			60,000			—			60,000			—			60,000
	Issuance of Series B Unit, net of forfeitures		—		—		—		130,626			9,265			—			9,265			—			9,265
	Issuance of Series A Units on conversion of members' loans		23,431		—		—		—			23,398			—			23,398			—			23,398
	Share-based compensation		—		—		—		—			8,803			—			8,803			—			8,803
	Distributions to noncontrolling interests in excess of members' capital balance		—		—		—		—			—			—			—			(171	)		(171	)
	Transaction costs associated with tax equity financing		—		—		—		—			(1,755	)		—			(1,755	)		—			(1,755	)
	Distributions		—		—		—		—			(8,591	)		—			(8,591	)		(6,886	)		(15,477	)
	Foreign currency translation adjustment		—		—		—		—			—			(130	)		(130	)		—			(130	)
	Noncontrolling Interests																	—			19,846			19,846
	Net loss		—		—		—		—			—			(15,058	)		(15,058	)		(11,107	)		(26,165	)
Balance at December 31, 2008			649,681		60,000		—		167,963			668,189			(131,610	)		536,579			116,513			653,092
	Issuance of Series A-1 Units		—		144,500		—		—			140,000			—			140,000			—			140,000
	Issuance of Series A-2 Units						44,878					24,274						24,274			—			24,274
	Issuance of Series B Units, net of forfeitures		—		—		—		(17,721	)		—			—			—			—			—
	Repurchase of noncontrolling interests		—		—		—		—			13,544			—			13,544			(18,044	)		(4,500	)
	Share-based compensation		—		—		—		—			7,522			—			7,522			—			7,522
	Transaction costs associated with tax equity financing		—		—		—		—			(5,278	)		—			(5,278	)		—			(5,278	)
	Distributions		—		—		—		—			(1,000	)		—			(1,000	)		(5,827	)		(6,827	)
	Proceeds from sale of subsidiary company interests		—		—		—		—			—			—			—			102,100			102,100
	Net loss		—		—				—			—			(59,619	)		(59,619	)		(1,391	)		(61,010	)
Balance at December 31, 2009			649,681		204,500		44,878		150,242		$	847,251		$	(191,229	)	$	656,022		$	193,351		$	849,373

See accompanying notes to consolidated financial statements.

F-7

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1—BUSINESS

        First Wind Holdings, LLC (First Wind) and its subsidiaries (collectively, the Company) are engaged in the development, construction and operation of utility-scale wind energy projects principally in the Northeastern and Western regions of the continental United States and Hawaii. First Wind is a limited liability company organized under the laws of Delaware.

        At December 31, 2009, the Company had the following wind energy projects in operation or under construction:

Operational Projects
	Kaheawa Wind Power I (KWP I)(1)	Hawaii
	Mars Hill	Maine
	Steel Winds I	New York
	Stetson I	Maine
	Cohocton I	New York
	Milford I(2)	Utah
Construction Projects
	Stetson II(3)	Maine

(1)

The Company owns a 51% interest in KWP I.

(2)

As of March 24, 2010, the Company owns an 80% voting interest and a 92% profits interest in Milford I.

(3)

Stetson II became operational in March 2010.

        Cohocton I and Stetson I became operational in January 2009, and Milford I became operational in November 2009. At December 31, 2009, the Company had six wind energy projects in the Tier 1 stage of development, at which it has begun capitalizing development costs.

        In May 2008, First Wind Holdings Inc., a wholly-owned subsidiary of First Wind, was incorporated in the State of Delaware. First Wind Holdings Inc. has filed with the United States Securities and Exchange Commission (SEC) a Registration Statement on Form S-1 (the Registration Statement) to register its Class A common stock under the Securities Act of 1933, as amended, for an initial public offering.

NOTE 2—LIQUIDITY AND GOING CONCERN

        The Company began its business in 2002 and has generated substantial net losses and negative cash flows from operating activities since inception primarily due to the significant growth in development, construction and operation of its wind projects during this period. The Company has relied on equity contributions from its members along with borrowings, secured by certain of its assets, and grants under the American Recovery and Reinvestment Act of 2009 (ARRA) to fund project development spending, procurement of wind turbine generators, construction costs and other operating costs.

        In March 2010, the Company extended the maturity dates for its Wind Acquisition and Wind Acquisition IV turbine supply loans. In connection with this extension, the Company repaid $1.4 million of these turbine supply loans. Also in March 2010, First Wind completed a $77.3 million debt financing and entered into a $50 million letter of credit facility, both of which are discussed further in Note 6. In

F-8

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 2—LIQUIDITY AND GOING CONCERN (Continued)

conjunction with these financing transactions, the Company prepaid approximately $61.0 million of amounts outstanding under these turbine supply loans. As a result of this prepayment, the Wind Acquisition Loan is no longer guaranteed by the Company, and the Wind Acquisition Loan and the Wind Acquisition IV Loan are no longer cross-collateralized and no longer cross-default to each other.

        As of March 24, 2010, the Company had approximately $108 million of debt maturities in 2010, of which $79.9 million relates to a non-recourse turbine supply loan due on June 30, 2010. The Company also had $8.1 million of debt relating to construction of the Stetson II project and $20.0 million of other debt that will be paid with existing cash balances or cash flows from operating projects.

        The Company has a signed commitment letter with a consortium of banks to provide $240 million of construction financing on its Milford II project. This financing commitment is subject to final approval, delivery of an executed power purchase agreement, certain permitting activities, and certain other closing conditions, all of which the Company expects to satisfy on or before June 30, 2010. The Company expects to use proceeds from the Milford II construction financing, which will mature in 2011, to repay the $79.9 million non-recourse turbine supply loan maturing on June 30, 2010. However, there can be no assurance that this financing will close and, if such financing does not close, that any other financing will be available or, if such other financing is available, that it will be available on terms acceptable to the Company. If the Company is unable to repay or further extend the maturity on the $79.9 million non-recourse turbine supply loan, it would be in default of this loan, and the lender could accelerate the remaining balance of $53.1 million due in 2011. This loan is recourse solely to specified collateral, including turbines allocated to the Company's Milford II, KWP II and Rollins projects along with the development assets of the KWP II, Rollins and Oakfield projects. To remedy such a default, the collateral could be sold, or the Company could surrender the collateral to the lender. The carrying value of the specified collateral was approximately $340 million at December 31, 2009, of which approximately $316 million relates to turbines. The Company believes the fair value of the collateral substantially exceeds the principal amount of corresponding non-recourse debt that it secures. While surrender of the collateral would not prevent the Company's ability to continue 2010 operations, it would result in a loss for financial reporting purposes and could have an adverse effect on the Company's longer term operations, including a potential delay in completion of one or more of the projects noted above.

        The Stetson Holdings Loan includes a bridge loan of $18.6 million that can be drawn upon to fund construction costs for the Stetson II project after the proceeds of the term loan allocated to Stetson II have been fully utilized. As of March 24, 2010, $8.1 million of the bridge loan was drawn to fund construction of the Stetson II project. The Company expects to draw an additional amount of approximately $10.0 million under the bridge loan to pay final commissioning and other construction costs for the Stetson II project, which achieved commercial operation on March 12, 2010. The balance outstanding under this facility is due on June 10, 2010, subject to extension if certain events occur. Twenty percent (20%) or a maximum amount of $3.7 million of the balance of the bridge loan is guaranteed by First Wind. The Company expects to fully repay this loan with anticipated proceeds from an ARRA cash grant for which it expects to file an application in April 2010. Based on the existing United States federal regulations governing the ARRA grant program, grant applicants are required to be reimbursed for eligible amounts within 60 days of submission of a complete grant application. The Company believes that it is entitled to reimbursement for qualified expenditures through the ARRA grant program based on current regulations and that such grant proceeds, which the Company estimates will be sufficient to repay in full the bridge loan, will be received prior to maturity of the

F-9

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 2—LIQUIDITY AND GOING CONCERN (Continued)

bridge loan based on its experience in applying for and receiving four previous ARRA cash grants totaling approximately $235 million in 2009 and 2010.

        The Company's 2008 and 2009 consolidated financial statements have been prepared assuming its ability to continue as a going concern. In the event the Company has not closed the Milford II construction loan by May 31, 2010, management plans for the balance of 2010 include continued development of certain projects, reduced general and administrative spending, curtailment of all development spending for 2011 projects and beyond, and repayment of the balance of Stetson II construction loan. In the event the Milford II construction loan is not closed by May 31, 2010, the Company believes that the expenditure reductions combined with cash on hand, cash flows from operating projects, proceeds from recent and future financing transactions and, if necessary, its ability to convey collateral to satisfy in full its non-recourse turbine supply loan maturing June 30, 2010 will enable the Company to satisfy its 2010 debt maturities and provide sufficient liquidity to meet its working capital and operating requirements through December 31, 2010.

        The Company's ability to continue as a going concern after December 31, 2010, is largely dependent on its ability to raise additional capital to repay subsequently maturing debt and to fund project development and construction of its wind energy projects. To fund its future operations and meet its existing commitments, including servicing debt maturities, the Company is exploring alternatives to extend the maturities of its indebtedness and/or raise additional capital through one or more of the following sources: (i) public or private issuances of parent company equity, debt or convertible securities, (ii) project-level construction financing for projects currently under development, and (iii) permanent project-level financings for existing projects or for new projects as they become operational, including but not limited to tax equity financings, ARRA cash grants or ARRA loan guarantees. However, there can be no assurance that any additional financing will be available or, if such financing is available, that it will be available on terms acceptable to the Company. Moreover, additional funds may be necessary sooner than the Company currently anticipates in the event of changes to development schedules, increases in development costs, or to meet other unanticipated expenses. If the Company is unable to raise additional capital or generate sufficient operating cash flow to repay subsequently maturing debt, it could be in default of its lending agreements and could be required to delay development and construction of its wind energy projects, reduce overhead costs, reduce the scope of its projects or abandon or sell some or all of its development projects, all of which could adversely affect the Company's business, financial position and results of operations.

        The Company's 2007 consolidated financial statements have been prepared assuming its ability to continue as a going concern; however, as of December 31, 2007, the Company had suffered recurring losses from operations and negative operating cash flows, had an accumulated deficit of $116.4 million, and did not have sufficient resources available to meet its funding needs through January 1, 2009. At the time of the preparation of the Company's 2007 consolidated financial statements, those conditions raised substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements for the year ended December 31, 2007 do not include any adjustments that might result from the outcome of this uncertainty.

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FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

        The consolidated financial statements reflect the operations of First Wind and all of its majority-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Upon consolidation, all intercompany accounts and transactions are eliminated. The consolidated financial statements include First Wind's accounts and operations and those of its subsidiaries in which the Company has a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities such as variable interest entities (VIEs), through arrangements that do not involve controlling voting interests.

        The Company consolidates any VIE of which it is the primary beneficiary. A variable interest holder is required to consolidate a VIE as its primary beneficiary if that party will absorb a majority of the expected losses of a VIE, receive a majority of the expected residual returns of the VIE, or both. Conversely, the Company will not consolidate a VIE in which it has a majority ownership interest when the Company is not considered the primary beneficiary. As of December 31, 2009, the Company does not have any variable interests in any VIEs. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company applies the equity method of accounting for its interest.

        The Company uses a hypothetical liquidation at book value (HLBV) method to account for noncontrolling interests in projects where it has entered into tax equity capital transactions. HLBV uses a balance sheet methodology that considers the noncontrolling interest holders' claim on the net assets of the subsidiary assuming a liquidation event. Equity in income or loss under HLBV is determined by calculating the change in the amount of net worth the tax equity investors are legally able to claim based on an assumed liquidation at book value of the entity at the beginning of the reporting period compared with the end of that period. The periodic changes in noncontrolling interest in the consolidated balance sheets, excluding impact of cash distributions, are recognized by the Company as "Net loss attributable to noncontrolling interests" in the consolidated statements of operations.

        The Company accounts for noncontrolling interests in consolidated subsidiaries not related to tax equity capital transactions by applying the noncontrolling interests' proportional ownership interest to the periodic operating results of the consolidated subsidiary.

Reclassifications

        Certain amounts in the consolidated financial statements have been reclassified to conform to the 2009 presentation. These reclassifications did not materially affect previously reported net loss or members' capital.

Segment Data

        The Company manages its operations on a consolidated, single-segment basis for purposes of assessing performance and making operating decisions.

Use of Estimates and Market Risks

        The preparation of financial statements in conformity with U.S. GAAP requires that management make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure

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FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of contingencies at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management's estimates and judgments are derived and continually evaluated based on available information, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates. In recording transactions and balances resulting from business operations, management makes estimates based on the best information available at the time the estimate is made. Estimates are used for such items as property, plant and equipment depreciable lives; amortization periods for identifiable intangible assets; valuation of long-term commodity contracts and asset retirement obligations; assumptions for equity-based payments; and recorded loss contingencies. In addition, estimates are used to test long-lived assets for impairment and to determine the fair value of impaired assets. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revision to prior estimates.

        The Company is subject to risks associated with price movements of energy commodities and renewable energy certificates (RECs); reliability of the systems, procedures and other infrastructure necessary to operate the business; changes in laws and regulations; weather conditions; financial market conditions and access to and pricing of capital; the creditworthiness of its counterparties; reliance on tax equity financing arrangements; ability to deliver on obligations under debt instruments; and the successful operation of power markets.

Concentration of Credit Risk

        Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, accounts receivable, turbine supply agreements and derivative instruments. The amounts reflected in the consolidated balance sheets for accounts receivable approximate their fair value due to their short-term maturities. The Company mitigates its risk with respect to cash and cash equivalents and derivative instruments by maintaining its deposits and contracts at high-quality financial institutions and monitoring the credit ratings of those institutions.

        The Company derives the largest portion of its electricity and REC revenues from a small number of customers. The Company has experienced no credit losses to date on its electricity and REC sales, and does not anticipate material credit losses to occur in the future with respect to related accounts receivable; therefore, no allowance for doubtful accounts has been provided.

        Revenues by major customer were as follows (in thousands, except percentages):

	Year ended December 31,
	2007			2008			2009
Maui Electric Company	$	14,117	59%	$	14,301	49%	$	10,165	22%
New Brunswick Generation Company		6,504	28		6,872	24		6,569	14
Constellation NewEnergy, Inc.		1,093	5		3,699	13		2,221	5
Southern California Public Power Authority		—	—		—	—		2,070	4
		21,714	92		24,872	86		21,025	45
Revenues from all other customers		2,103	8		3,918	14		26,111	55
	$	23,817	100%	$	28,790	100%	$	47,136	100%

F-12

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derivative Financial Instruments and Risk Management Activities

        In the normal course of business, the Company employs financial instruments to manage its exposure to fluctuations in interest rates and commodity prices. The Company does not engage in speculative derivative activities or derivative trading activities. The Company enters into long-term cash settled swap agreements to hedge commodity price variability inherent in electricity sales arrangements. In instances where the Company sells electricity at market prices (e.g., where it has no full-output fixed price, long-term power purchase agreement (PPA) in place), the Company seeks to protect itself against significant variability in spot electricity prices by entering into financial hedge transactions to help stabilize estimated revenue streams. These price swap agreements involve periodic notional quantity settlements where the Company swaps market prices for fixed prices, based on a commodity or market price index, over the term of an agreement.

        The Company uses interest rate swap agreements to convert anticipated cash interest payments under its variable rate financing arrangements to a fixed rate basis. These agreements involve the receipt of variable payments in exchange for fixed payments over the term of the agreements without the exchange of the underlying principal amounts.

        The Company records, as either assets or liabilities, all derivative instruments in the consolidated balance sheets at their respective fair values. The estimated fair values of derivative instruments are calculated based on market rates. These values represent the estimated amounts the Company would receive or pay on termination of agreements, taking into consideration current market rates and the current creditworthiness of the counterparty.

        When specific hedge accounting criteria are not met, all changes in a derivative's fair value are recognized currently in earnings. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the consolidated statement of operations and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The Company has not formally documented or designated its commodity price and interest rate swaps as hedges and therefore does not apply hedge accounting to these instruments. These instruments have been marked to market through earnings.

Cash and Cash Equivalents

        Cash and cash equivalents consist of all cash balances and highly liquid investments with original maturity of three months or less. The cash held by the Company is only available for Company-related uses and distribution of such cash to its members is restricted by terms of its financing agreements.

Restricted Cash

        Restricted cash consists of cash balances held by subsidiaries of First Wind for which the use of funds is restricted by various financing arrangements to meet current obligations and debt service requirements of those specific subsidiaries.

Revenue Recognition

        The Company earns revenue from the sale of electricity and RECs. The Company recognizes revenues from the sale of electricity at market prices or under long-term PPAs based upon the output delivered at rates specified under the contracts. The Company recognizes revenues from the sale of

F-13

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECs based upon the certificates delivered at rates specified under the contracts. The Company defers recognition of revenue from sales of electricity and RECs in instances when criteria to recognize revenue have not been met.

        The Company evaluates its long-term PPAs to determine whether they are leases. In the case of leases, at the inception of the lease or subsequent modification, the Company determines whether the lease is an operating or capital lease based upon its terms and characteristics. The Company has determined that its long-term power purchase agreements at KWP I (KWP I PPA) and Milford Wind Corridor Phase I, LLC (Milford I PPA) are operating leases. The Company recognizes revenue under the KWP I PPA as contingent rental income. The Company recognizes revenue for guaranteed generation under the Milford I PPA as generated, utilizing a straight-line price based on the prepayment it has received for guaranteed energy. Revenues of both PPAs are included in revenues in the accompanying consolidated statements of operations when it becomes probable of receipt.

        Prior to commercial operations of its wind energy projects, during the turbine commissioning stage, the Company may generate electricity produced in the process of testing its wind turbines. Revenue from testing is deferred and amortized over the estimated life of the wind energy project.

        As described in the Derivative Financial Instruments and Risk Management Activities section of this Note 3, revenues also include risk management activities relating to operating projects, which are comprised of mark to market adjustments and cash settlements on commodity swaps.

Cost of Revenues

        Cost of revenues includes project operating expenses and depreciation and amortization of operating assets. Project operating expenses consist of such costs as contracted operations and maintenance fees, turbine and related equipment warranty fees, land rent, insurance, professional fees, operating personnel salaries and the cost of permit compliance.

Property, Plant and Equipment

        Property, plant and equipment are stated at cost, less accumulated depreciation. Renewals and betterments that increase the useful lives of the assets are capitalized. Repair and maintenance expenditures are expensed as incurred. Wind energy project equipment and related assets are depreciated over their estimated useful lives of 20 years on a straight-line basis. Non-wind energy project-related property, plant and equipment are depreciated over their estimated useful lives, which range from three to seven years, on a straight-line basis.

        Construction in progress expenditures, insurance, interest and other costs related to construction activities are capitalized. As each project begins commercial operations, construction in progress is reclassified to property, plant and equipment and depreciated over the estimated useful lives of the underlying assets.

        Many of the Company's construction and equipment procurement agreements contain damage clauses relating to construction delays and contractually specified performance targets. These clauses are negotiated to cover lost margin or revenues from a wind energy project's not being able to operate when required or to perform as guaranteed. Liquidated damages received related to construction activities, and those payments received related to the failure to meet contractually specified

F-14

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

performance targets or completion dates prior to commercial operations, are recorded as a reduction of construction in progress.

        The proceeds from ARRA grants for wind energy projects have been recorded as a reduction of the cost of the wind energy projects' property, plant and equipment. These proceeds will be recognized in the statement of operations as a reduction in depreciation expense over the lives of the wind energy projects.

Project Development Costs

        The Company expenses all project development costs, primarily consisting of initial permitting, land rights, preliminary engineering work, analysis of project wind resources, analysis of project economics and legal work, until management deems a project probable of being technically, commercially and financially viable. Once this determination has been made, the Company classifies the project as a Tier 1 project, at which point it begins capitalizing project development costs.

        Should the Company decide to abandon or discontinue development of a Tier 1 project, previously capitalized costs are charged to expense in the period that such determination is made. At December 31, 2008, the Company determined that it was more likely than not that it would discontinue development of its Prattsburgh I project, which is located in New York. Upon reaching this determination, previously capitalized development costs of $3.5 million were expensed in December 2008 and included in project development expense in the statement of operations. In December 2009, the Company discontinued the development of the Prattsburgh I project. In the third quarter of 2009, the Company revised the timeline for development of its Oakfield I project. This resulted in the Company's expensing $3.1 million of previously capitalized development costs and recategorizing the project from Tier 1 to Tier 2.

Interest Capitalization

        The Company capitalizes interest on borrowed funds used to finance capital projects. Capitalization is discontinued when a project achieves commercial operation or when construction is terminated. Interest capitalized for the years ended December 31, 2007, 2008 and 2009 is classified as follows in the accompanying consolidated balance sheets (in thousands):

	Year ended December 31,
	2007		2008		2009
Property, plant and equipment	$	1,597	$	—	$	—
Construction in progress		14,007		9,565		44,513
Turbine deposits		2,093		31,649		24,166
	$	17,697	$	41,214	$	68,679

        The Company incurred total interest expense of $27.5 million, $46.1 million and $68.7 million for the years ended December 31, 2007, 2008 and 2009, respectively.

F-15

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

        Long-lived assets primarily include property, plant and equipment. The Company periodically reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Each impairment test is based on a comparison of the undiscounted cash flows to the recorded value of the asset. If there is an indication of impairment, the recorded value of the asset is reduced to its estimated fair value based on a discounted cash flow analysis. Determining the fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results. No impairment of long-lived assets was indicated for the years ended December 31, 2007, 2008, and 2009.

Asset Retirement Obligations

        The Company records the fair value of an asset retirement obligation as a liability in the period in which a legal obligation associated with the retirement of tangible long-lived assets is incurred. Fair value is calculated utilizing a market approach based on the amount required to enter into an identical liability. The calculation takes into consideration the credit risk of the Company.

        The Company has recorded the offsetting asset to the initial obligation as an increase to the carrying amount of the related long-lived asset and depreciation of that cost over the life of the asset. The liability is accreted at the end of each period to reflect the passage of time.

        The Company enters into agreements to lease land on which to construct and operate its wind energy projects. Pursuant to certain lease agreements, as well as applicable permits, the Company is required to decommission its wind energy project equipment and provide for reclamation of the leased property upon the expiration, termination or cancellation of the lease agreements or cessation of commercial operation of the wind energy project.

        Determination of asset retirement obligations requires a significant number of assumptions and estimates that affect the valuation of the obligation. These estimates can change as the result of various factors including new developments or better information. Accordingly, the Company periodically reevaluates these estimates. A significant change therein could materially change the value of the obligation.

Deferred Financing Costs

        Deferred financing costs represent external costs incurred to obtain financing and are amortized using the effective interest method over the terms of the related debt agreements. Prior to a wind energy project's reaching substantial completion, non-cash interest from amortization of deferred financing costs related to construction activities is capitalized. In 2009, the Company reclassified all deferred financing fees relating to specific turbine supply loans to turbine deposits. These fees will be incorporated into the costs of the projects and will be amortized as a portion of property, plant and equipment when the project begins operations.

        Included in interest expense for the years ended December 31, 2007 and 2008 are $2.1 million and $1.3 million, respectively, of deferred financing costs that were written off as a result of the repayment of construction financing related to KWP I, and upon the amendment and restatement of the First Wind Holdings Loan, Wind Acquisition Loan and Wind Acquisition IV Loan (all as defined in Note 6). In conjunction with the amendment and restatement of the First Wind Holdings Loan, Wind

F-16

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Acquisition Loan and Wind Acquisition IV Loan, the Company incurred $10.5 million of transaction costs, which were capitalized as part of deferred financing costs.

Other Non-Current Assets

        Other non-current assets primarily include deposits, prepaid expenses and acquired intangible assets, consisting primarily of a premium paid to acquire control of the assets of the Company's Mars Hill project, land studies, maps and surveys, wind studies and data, interconnection studies and permits. Finite-lived acquired intangible assets are amortized using the straight-line method over their expected period of benefit, which generally is over 20 years. At December 31, 2008 and 2009, the Company had intangible assets of $14.4 million, with accumulated amortization of $1.4 million and $2.2 million, respectively. The Company recorded amortization expense of $1.3 million and $0.8 million for the years ended December 31, 2008 and 2009, respectively. As of December 31, 2009, amortization of finite-lived intangible assets is expected to range from $0.7 million to $0.8 million per year for each of the next five years, with an aggregate amount of $8.6 million remaining to be expensed thereafter.

Income Taxes

        The Company has been organized as a limited liability company and, with the exception of certain subsidiaries that have elected to be taxed as corporations, is treated as a partnership for federal and state income tax purposes. No provision for federal income taxes has been made for the limited liability companies not electing to be taxed as corporations, as federal income taxes are assessed at the member level. In certain state jurisdictions and for subsidiaries that have elected to be taxed as corporations, income taxes are assessed directly to the Company. In these circumstances, income tax is accounted for under the asset and liability method. The Company recorded no provision for or benefit from income taxes for the years ended December 31, 2007 and 2008. In 2009, the Company recorded a provision for income taxes related to allocation of losses to noncontrolling interests in one of its subsidiaries that has elected to be taxed as a corporation.

Unit-Based Compensation

        The Company recognizes as compensation expense grants of certain equity instruments. Compensation expense is determined by estimating the fair value of the equity instrument as of the grant date and recognizing it over the period earned, which primarily reflects the vesting period. The fair value of the Company's share-based compensation grants is estimated using a probability-weighted expected return model.

Commitments and Contingencies

        Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Leases

        In the ordinary course of business, the Company has entered into non-cancelable operating leases, such as land leases to site its wind energy projects, office facilities and related equipment leases and

F-17

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

construction equipment leases. These leases expire at various dates through 2049, but may include options that permit renewals for additional periods. Rent abatements and escalations are recognized on a straight-line basis over the lease term, including any option period included in the determination of the lease term.

Fair Value of Financial Instruments

        The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximates their fair value because of the short-term maturity of these instruments. The carrying amounts of debt are comparable to market as the instruments generally bear interest at variable rates. The Wind Acquisition Loans (all as defined in Note 6) mature during 2010 and 2011 and the remainder of the variable-rate loans, with the exception of the Maine Wind Loan, were executed during 2009. The loan with affiliates of Alberta Investment Management Corporation (AIMCO) was executed in July 2009. The carrying value of the loan approximates the fair market value of the loan as the loan has a fixed interest rate (as described in Note 6), and interest rates have not fluctuated significantly since the loan was made. The estimated fair values of derivative instruments are calculated based on market rates. These values represent the estimated amounts the Company would receive or pay to terminate agreements, taking into consideration current market rates and the current creditworthiness of the Company and the counterparty.

Net Loss Per Unit

        The Company computes net loss per unit utilizing a two-class method to incorporate participating securities. Participating securities are those securities that may participate in the dividends and earnings of a company according to a defined formula. The Company has identified the Series A, Series A-1, Series A-2 and Series B Units as participating securities under the two-class method. Earnings or losses are allocated to all participating securities as if they were distributed in accordance with the terms of the Company's Limited Liability Company Agreement. For all periods presented, all of the losses would have been allocated to the Series A Units, which would have sufficient capital to absorb all losses and therefore, would be the only participating security included in the calculation of earnings per common unit.

        The basic net loss attributable per common unit for the years ended December 31, 2007, 2008 and 2009 does not reflect the impact of the offering described in Note 1. As a result of the reorganization events that have taken place or that will take place immediately prior to completion of the offering, the shares used in computing net earnings or loss per share will bear no relationship to these historical common units.

Significant New Accounting Policies

        Effective January 1, 2009, the Company adopted Financial Accounting Standards Board Accounting Standards Codification No. 810, Consolidation. This standard requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at "full fair value" and requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with holders of noncontrolling interests. The adoption of this standard required the reclassification of amounts previously classified within the Company's consolidated balance sheets as minority interest to a

F-18

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

separate component of members' capital. In addition, net income attributable to the noncontrolling interests is reflected separately within the consolidated statements of operations. Prior period financial statements have been reclassified to conform to the current year's presentation. Other than the changes in presentation, the adoption of these standards had no material impact on the Company's financial position, results of operations or cash flows.

        In January 2009, the Company adopted additional disclosure requirements under ASC 815-10-65. This statement is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. The adoption of this standard had no material impact on the Company's financial position, results of operations or cash flows.

        Effective April 1, 2009, the Company adopted additional guidance surrounding subsequent events under ASC 855-10. The updated guidance modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to as Type I subsequent events) or non-recognized subsequent events (previously referred to as Type II subsequent events). The standard additionally modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The adoption of this standard had no material impact on the Company's financial position, results of operations or cash flows.

        On June 29, 2009, the Financial Accounting Standards Board (FASB) issued Statement No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles (Codification). The Company adopted this guidance in July 2009 and has modified all references to U.S. GAAP literature to conform to the requirements of the Codification.

NOTE 4—NONCONTROLLING INTERESTS AND TAX EQUITY TRANSACTIONS

        The Company has sold equity interests in certain operating projects under tax equity financing arrangements. These financing arrangements entitle the tax equity investors to substantially all of the production tax credits and taxable income or loss generated by the project, including the tax benefits of accelerated 5-year depreciation available under the tax code (together referred to as the project's "tax attributes"), and a portion of the operating cash flows, until the tax equity investors achieve their targeted investment returns and return of capital. Upon a tax equity investor's achieving its targeted investment return, the Company has the option to acquire its equity interest at the higher of the investor's capital account or the then-current market value of their interest. The Company retains controlling interests in the subsidiaries that own the projects, and therefore continues to consolidate such subsidiaries. The terms of the tax equity financing arrangements also include restrictions on the transfer of assets from the relevant subsidiary without the consent of the tax equity investors.

        For the years ended December 31, 2008 and 2009, the Company made distributions to its tax equity investors and a noncontrolling member of the subsidiary that owns KWP I of $8.8 million and $5.8 million, respectively.

        On January 31, 2008, the Company executed an agreement for $208.0 million of tax equity financing related to a portfolio of its New York projects (Steel Winds I, Cohocton I and Prattsburgh I). In August 2008, $19.7 million was funded with respect to the Company's Steel Winds I project. Funding

F-19

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 4—NONCONTROLLING INTERESTS AND TAX EQUITY TRANSACTIONS (Continued)

under this agreement was scheduled to occur in tranches upon commencement of commercial operations of each applicable project and the satisfaction of certain other conditions precedent. The Company's counterparty in this tax equity financing was an indirect subsidiary of Lehman Brothers Holdings, Inc. (Lehman). Lehman filed for bankruptcy on September 15, 2008. In September 2009, First Wind Holdings repurchased Lehman's tax equity interest for $4.5 million. The effect of the repurchase on the Company's equity in the wind energy project was as follows (in thousands):

Equity in Subsidiary prior to repurchase		$	17,777
	Purchase price of Class B Units		(4,500	)
	Noncontrolling interest carrying value		18,044
Equity in subsidiary subsequent to repurchase		$	31,321

        On September 28, 2009, the Company entered into a $102.1 million tax equity financing agreement, accounted for as a noncontrolling interest, with Stanton Equity Trading Delaware LLC for the sale of equity interests in its Milford I project. The financing agreement also provided for a $120.0 million advance, accounted for as a redeemable interest, for the proceeds the Company expected to receive from an ARRA grant related to the project. This ARRA grant was received on March 23, 2010 and was used to repay this advance.

NOTE 5—PROPERTY, PLANT AND EQUIPMENT, NET

        Property, plant and equipment are comprised of the following as of December 31, 2008 and 2009 (in thousands):

	December 31,
	2008			2009
Land	$	8,850		$	9,549
Land and leasehold improvements		10,204			24,591
Furniture, fixtures, vehicles and other		13,174			11,236
Asset retirement obligations		4,872			7,828
Wind power generation equipment		173,984			957,237
		211,084			1,010,441
Accumulated depreciation		(23,768	)		(59,831	)
	$	187,316		$	950,610

        Depreciation expense for all property, plant and equipment for the years ended December 31, 2007, 2008 and 2009 was $9.8 million, $11.6 million and $36.1 million, respectively.

F-20

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 5—PROPERTY, PLANT AND EQUIPMENT, NET (Continued)

        The property, plant and equipment subject to the KWP I lease and the Milford I lease as of December 31, 2009 were comprised of the following:

	KWP I			Milford I
Land and leasehold improvements	$	6,937		$	—
Furniture, fixtures, vehicles and other		366			—
Asset retirement obligations		758			2,306
Wind power generation equipment		51,845			478,499
		59,906			480,850
Accumulated depreciation		(10,705	)		(4,283	)
	$	49,201		$	476,522

        Since the revenues of KWP I are based on the variable output of the project, there are no minimum future rental payments; therefore, the revenues of KWP I are classified as contingent rental payments. Contingent rental payments for KWP I included in income were $14.3 million and $10.6 million for the years ended December 31, 2008 and 2009, respectively. The Company recognized $2.1 million of revenue for Milford I for the year ended December 31, 2009, which was based on generated energy at a straight-line price. The Milford I project's separate assets and liabilities are not available to pay the debts of the consolidated entity and they do not constitute obligations of the consolidated entity.

        The ARRA was signed into law on February 17, 2009. Section 1603 of the ARRA provides for the U.S. Treasury Secretary to provide cash grants to eligible renewable energy projects in lieu of the production tax credit or the investment tax credit. The Company received proceeds from this grant program in the aggregate amount of $115.1 million in September 2009 for its Cohocton I and Stetson I projects. Proceeds are applied against property, plant and equipment on the balance sheet and are shown as financing activity on the statement of cash flows. In March 2010, the Company received a grant for its Milford I project in the amount of $120.1 million.

NOTE 6—DEBT

        The Company enters into loan agreements with financial institutions to finance the construction of wind energy projects and the acquisition of turbines and related equipment. The Company's consolidated debt includes recourse and non-recourse borrowings entered into by First Wind and its subsidiaries. On December 12, 2008, the Company completed the first stage of a significant refinancing (HSH Refinancing), described further below, with respect to various indebtedness held by its primary lender, HSH Nordbank AG, New York Branch (HSH). During 2009, the Company and HSH further amended some of the terms of the HSH Refinancing (the 2009 Amendments).

F-21

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

        The Company had the following loans outstanding as of December 31, 2008 and 2009 (in thousands except percentages):

		Interest rate at December 31,							Balance at December 31,
						Final Maturity
		2008		2009					2008		2009
Turbine Supply Loan
	Wind Acquisition Loan		4.73%-7.67%		4.99%		2010-2011	(2)	$	288,844	$	197,868
	Wind Acquisition III Loan		4.88%		N/A		N/A			95,500		N/A
	Wind Acquisition IV Loan		4.70%-5.29%		4.99%		2011			95,091		43,064
Construction Loans
	Milford I(1)		N/A		3.49%		2010			N/A		146,002
	Stetson II		N/A		3.68%		2010			N/A		2,197
Term Loans
	North Shore Note		7.67%		4.99%		2010	(3)		7,200		7,200
	Maine Wind Loan		4.24%		3.05%		2022			17,889		14,197
	New York Wind Loan		N/A		4.26%		2012			N/A		50,000
	CSSW Loan		N/A		14.00%		2018			N/A		122,021
	Stetson Holdings Loan		N/A		3.68%		2016			N/A		68,000
Other
	Revolving credit facility		5.29%		N/A					25,757		N/A
	Construction equipment loan		8.00%		7.65%		2013			5,738		4,944
	Vehicle loans		0.00%-11.30%		0.00%-11.30%		2009-2013			556		840
Gross Indebtedness										536,575		656,333
Unamortized Discount										(4,134)		(24,287)
Carrying Value										532,441		632,046
Debt with maturities less than one year										4,548		109,238
Total long-term debt										$527,893		$522,808

(1)

The Company repaid the Milford I Construction Loan in February 2010.

(2)

In March 2010, the Company extended the maturities of $53.1 million of the Wind Acquisition Loan to 2011 and refinanced approximately $61 million of the remaining balance on a long-term basis through the First Wind Term Loan.

(3)

The Company repaid the North Shore Note in March 2010.

HSH Refinancing

        On December 12, 2008, the Company entered into a refinancing arrangement with HSH that incorporated the amendment and restatement of the Wind Acquisition, Wind Acquisition IV Loan and the First Wind Holdings Loan. As part of the HSH refinancing agreements, the Company's sponsors made capital contributions of $275.2 million and paid $170.2 million directly to HSH in respect of principal and interest of $30.2 million and $140.0 million due under the Wind Acquisition Loan and the First Wind Holdings Loan. The Company also agreed to certain reporting requirements, mandatory prepayment provisions and limitations on permitted indebtedness and member distributions

F-22

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

under this refinancing. Under the HSH Refinancing, the three facilities had cross-default and cross-collateralization provisions that were subject to modification or elimination upon the occurrence of certain events described therein. As a result of the 2009 Amendments, the First Wind Holdings Loan was no longer cross-collateralized with the Wind Acquisition Loan or the Wind Acquisition IV Loan. In March 2010, the Company met the conditions required to eliminate the cross-collateralization and cross-default requirements between the Wind Acquisition Loan and the Wind Acquisition IV Loan.

Debt Facilities

        First Wind Acquisition, LLC.    On June 30, 2006, the Company, through First Wind Acquisition, LLC, a wholly-owned subsidiary, entered into a secured term loan facility (the Wind Acquisition Loan) with HSH that allowed the Company to borrow funds for the procurement of wind turbine generators. The Wind Acquisition Loan was amended in 2007 to allow, among other things, First Wind Acquisition, LLC to advance to Kahuku Wind Power LLC, a majority-owned subsidiary of the Company, up to $7.2 million under a promissory note (the North Shore Note). No amounts were available for borrowing under the Wind Acquisition Loan as of December 31, 2009. In March 2010, approximately $62.3 million of the Wind Acquisition Loan was repaid with $61.0 million of this amount being paid with proceeds from the First Wind Term Loan (as defined). Approximately $82.4 million of the Wind Acquisition Loan matures prior to July 1, 2010, with the remainder maturing in 2011. The North Shore Note was repaid in March 2010.

        Interest on the Wind Acquisition Loan as of December 31, 2009, until final maturity, is LIBOR plus 4.75%. The Wind Acquisition Loan has a commitment fee of 50.0% of the applicable margin per annum (a rate of 2.375% at December 31, 2009) of the average daily unutilized portion of the commitment.

        The Wind Acquisition Loan is secured by the assets, comprised of turbine deposits and turbine contracts, of First Wind Acquisition, LLC and the development assets, contracts and membership interests of the Company's KWP II, Rollins and Oakfield projects. It is also secured by a pledge of the Company's equity interest in First Wind Acquisition, LLC. In conjunction with the March 2010 repayment described above, the Wind Acquisition Loan is no longer guaranteed by First Wind and is no longer cross-collateralized with or cross-defaults to the Wind Acquisition IV Loan. Additionally, principal amortization amounts are subject to adjustment upon the occurrence of certain events, including completion of an initial public offering.

        First Wind Acquisition III, LLC.    On December 21, 2006, the Company, through First Wind Acquisition III, LLC, a wholly-owned subsidiary, entered into a secured promissory note (the Wind Acquisition III Loan) with HSH, which allowed the Company to borrow up to $95.5 million for the procurement of Clipper wind turbine generators and related equipment for the Company's Cohocton I project (Cohocton I). Interest was payable at LIBOR plus a margin of 2.25%. A commitment fee was payable at an amount equal to 0.50% per annum (a rate of 1.375% at December 31, 2008) on the unutilized portion of the commitment. The Wind Acquisition III Loan was limited recourse to the Company and was secured by the assets of Cohocton I. The Wind Acquisition III Loan had an original maturity of September 30, 2007.

F-23

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

        On May 10, 2007, the Company amended and restated the Wind Acquisition III Loan in connection with the syndication by HSH of this loan. In a series of amendments beginning on September 28, 2007, the Company extended the maturity date of the Wind Acquisition III Loan to March 31, 2009. On March 30, 2009, the Wind Acquisition III Loan was repaid with borrowings under the New York Wind Loan (as defined below).

        First Wind Acquisition IV, LLC.    On April 3, 2008, the Company, through First Wind Acquisition IV, LLC, a wholly-owned subsidiary, entered into a secured term loan facility (the Wind Acquisition IV Loan) with HSH for the procurement of Clipper wind turbine generators and related equipment. No amounts were available for borrowing under this facility as of December 31, 2009, and it matures on June 30, 2011.

        Interest on the Wind Acquisition IV Loan accrues at LIBOR plus 4.75%. The Wind Acquisition IV Loan has a commitment fee of .50% per annum of the average daily unutilized portion of the commitment.

        The Wind Acquisition IV Loan is secured by the assets, comprised of turbine deposits and turbine contracts, of First Wind Acquisition IV, LLC and the assets, comprised of development assets and construction contracts, and membership interests of the Company's Sheffield and Steel Winds II projects. It is also secured by a pledge of First Wind's equity interest in First Wind Acquisition IV, LLC and certain other subsidiaries and by a pledge of First Wind O&M, LLC's interest in the O&M Agreements with certain subsidiaries of First Wind. The Company also guarantees the Wind Acquisition IV Loan and has pledged many of its assets as security for such guarantee, including all of its accounts, investment property, certain contracts and its equity interests in certain of its subsidiaries as security for such guarantee (including First Wind Acquisition, LLC, First Wind Acquisition IV, LLC, First Wind Vermont Holdings, LLC, Hawaii Holdings, LLC, Hawaii Wind Partners, LLC, First Wind Maine Holdings, LLC and Mars Hill Partners, LLC). It also is secured by a second lien on the membership interests of CSSW, LLC, New York Wind III, LLC, CSSW Cohocton Holdings, LLC and CSSW Stetson Holdings, LLC, which second lien is subordinate to repayment of the CSSW loan discussed further below.

        First Wind Holdings, LLC.    On October 17, 2007, the Company entered into a loan agreement (the First Wind Holdings Loan) with HSH to finance the development, construction, ownership and operation of three projects in the State of New York: Steel Winds I, Cohocton I and Prattsburgh I. At December 31, 2008, the First Wind Holdings loan had an outstanding balance of $26.0 million on its revolving commitment. This amount was repaid in January 2009, and cannot be redrawn. As of December 31, 2009, the First Wind Holdings Loan is solely a letter of credit facility for $15 million.

        As of December 31, 2009, the letters of credit issued under the letter of credit facility are subject to a fronting fee and a letter of credit fee equal to 0.25% and 0.50% per annum, respectively on the average daily amount of the undrawn balance of all outstanding letters of credit plus the amount of all outstanding letter of credit disbursements. The letter of credit facility is secured only with cash collateral.

        Maine Wind Partners, LLC.    On December 14, 2006, the Company, through Maine Wind Partners, LLC, an indirect wholly-owned subsidiary of the Company and the controlling member of the Mars Hill project, entered into a financing agreement with HSH to borrow up to $70.0 million to finance the construction of the Mars Hill project. Proceeds of $42.3 million from the financing

F-24

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

agreement were used to repay a turbine supply loan that financed the acquisition of turbines for the Mars Hill project.

        On March 27, 2007, the Company sold membership interests in the subsidiary that owns the Mars Hill project for proceeds from a tax equity financing. The outstanding balance under the financing agreement as of March 27, 2007 was approximately $65.0 million, and the Company used the proceeds from the sale of the membership interests to partially repay this balance. The Mars Hill project construction loan converted into a $24.8 million term loan facility (Maine Wind Loan). Interest is payable at LIBOR plus a margin ranging from 1.50% to 3.50%, as defined in the financing agreement.

        The Maine Wind Loan includes letters of credit related to the Mars Hill project that were transferred from the First Wind Holdings Loan in October 2009. The $1.4 million letter of credit facility is guaranteed by First Wind. The Maine Wind Loan matures on March 31, 2022. The Maine Wind Loan is to be repaid from cash flows from the Mars Hill project in quarterly principal and interest payments that commenced on September 30, 2007. Maine Wind Partners, LLC has made all required principal and interest payments under the Maine Wind Loan as of December 31, 2008 and 2009. Distributions of cash flows to First Wind are subject to Maine Wind Partners, LLC's maintaining a debt service reserve.

        Kaheawa Wind Power I, LLC and Hawaii Wind Partners II, LLC.    In 2005, the Company, through partially-owned subsidiaries, entered into two loan agreements, a senior construction loan agreement (the Senior Loan) and a sponsor construction loan agreement (the Sponsor Loan), with a syndicate of financial institutions arranged by HSH to finance the construction of Kaheawa Wind Power I (KWP I). The Senior Loan allowed the Company to borrow up to $58.5 million, including a $1.5 million letter of credit facility, based on satisfying, in January 2006, certain environmental conditions under a 20-year Habitat Conservation Plan (HCP). The Sponsor Loan allowed the Company to borrow up to $4.5 million at LIBOR plus a margin of 7.50% and at LIBOR plus a margin of 4.00% for any amount in excess of $4.5 million. On July 31, 2006, the Company amended the Sponsor Loan to borrow an additional $1.1 million to finance construction overruns.

        The Company completed construction of KWP I in June 2006, and in August 2006 converted the Senior Loan and Sponsor Loan from construction loans to term loans. The Company executed a tax equity financing transaction on August 16, 2007 and used proceeds in the amount of $67.7 million from this tax equity financing transaction to repay the Senior Loan and Sponsor Loan.

        The Senior loan provides for a $3.0 million letter of credit facility to support its obligations under the land lease and the HCP and to provide support for a commodity swap agreement as of December 31, 2009. This term loan allows KWP I to draw up to $15.0 million to finance any payment due on the termination of this commodity swap. The term loan has a term of five years from the termination of the commodity swap and bears interest at LIBOR plus a margin of 6.00%. As of December 31, 2008 and 2009, the commodity swap was still effective and no amount on this term loan had been drawn.

        New York Wind Loan.    On March 30, 2009, the Company, through New York Wind, LLC, an indirect subsidiary of First Wind, entered into a secured promissory note (New York Wind Loan) with Norddeutsche Landesbank Girozentrale, New York Branch, and HSH, which allowed the Company to borrow $95.5 million under a term loan facility for repayment of the Wind Acquisition III Loan, and up to $10.0 million under a letter of credit facility. Interest is generally payable at LIBOR plus a

F-25

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

margin of 4%. The New York Wind Loan's term loan facility is non-recourse to First Wind. The New York Wind Loan is secured by a pledge of First Wind's interest in New York Wind, LLC and its subsidiaries, as well as by the assets of New York Wind, LLC and its subsidiaries, including Cohocton I. In November 2009, the Company's Cohocton project repaid $45.5 million of amounts outstanding under the credit facility from proceeds received under the ARRA grant. In December 2009, the maturity date for $50.0 million of the remaining balance due under the New York Wind Loan was extended from March 29, 2010 to June 30, 2012.

        Milford Construction Loan.    On April 22, 2009, the Company, through Milford Wind Corridor Phase I, LLC, an indirect subsidiary of First Wind, entered into a secured credit agreement (Milford I Construction Loan) with a syndicate of banks led by Royal Bank of Scotland Plc. The Milford Construction Loan allows the Company to borrow up to $376.4 million under a construction loan facility for construction of Milford I. Interest is generally payable quarterly in arrears at one-month LIBOR plus a margin of 3.25%. The Milford Construction Loan is non-recourse to First Wind, and is secured by a pledge of First Wind's interest in Milford Wind Corridor Phase I, LLC, as well as by the assets of Milford Wind Corridor Phase I, LLC. Subsequent to December 31, 2009, the Milford I Construction Loan matured and was repaid with a prepayment from SCPPA under the PPA.

        CSSW.    During July and September 2009, the Company completed a transaction with affiliates of Alberta Investment Management Corporation (AIMCO) (CSSW Loan) in which it raised $115.0 million through issuance of: (i) indebtedness in CSSW, LLC, a newly-formed subsidiary that owns its Cohocton I, Stetson I and Steel Winds I operating projects and (ii) Series A-2 units in First Wind Holdings, LLC. This transaction closed in two phases, with $100.0 million of proceeds received at the phase I closing on July 17, 2009 and the additional $15.0 million of proceeds received at the phase II closing on September 16, 2009. The Company ascribed value to the loan and the Series A-2 Units based on their relative fair values at the time of the transaction. As such, approximately $24.3 million was allocated to the Series A-2 Units and approximately $90.7 million was allocated to the loan. The loan will be accreted back to par value over its life using the effective interest method. The CSSW loan was amended and restated on December 22, 2009, pursuant to which the Stetson II project was added to the collateral portfolio and upon commercial operation of the Stetson II project, CSSW will receive an additional term loan in the amount of $15.0 million. Interest is generally payable semi-annually at a fixed rate of 12%. The Company has the option to increase the outstanding principal amount of the loan by the amount of interest accrued (PIK Interest). PIK Interest bears interest at a fixed rate of 14%. As of December 31, 2009, the Company has elected the option for PIK Interest. The CSSW loan matures on January 17, 2018.

        The CSSW loan is secured by a pledge of the membership interests of CSSW, LLC, New York Wind III, LLC (the indirect owner of the Steel Winds I project), CSSW Cohocton Holdings, LLC (the indirect owner of the Cohocton project) and CSSW Stetson Holdings (the indirect owner of the Stetson I project and Stetson II project). Repayment is guaranteed by CSSW Holdings, LLC.

        Niagara Wind Power, LLC.    On October 2, 2009, the Company's Steel Winds I project entered into a $3.5 million letter of credit facility with HSH. The letters of credit issued under this facility are guaranteed by First Wind and secured by the assets of Niagara Wind Power, LLC.

        Evergreen Wind Power V, LLC.    On July 17, 2009, the Company's Stetson I project entered into a credit facility in the amount of $71.5 million with an additional $5.0 million available for letters of

F-26

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

credit (the Evergreen Wind Power V Loan). Interest is generally payable quarterly in arrears at the three-month LIBOR plus 3.50%. The Company repaid in the fourth quarter of 2009 $17.5 million of amounts outstanding under the credit facility (the Prepayment). In conjunction with the Prepayment, the maturity date of the Evergreen Wind Power V Loan was extended to June 30, 2014. On December 22, 2009, the Evergreen Wind Power V Loan was repaid with a portion of the proceeds of the Stetson Holdings Loan discussed below.

        Stetson Holdings, LLC.    On December 22, 2009, Stetson Holdings, LLC, the indirect owner of the Stetson I and Stetson II projects, entered into a construction and term loan facility (Stetson Holdings Loan) for $116.3 million with BNP Paribas and HSH. This loan provided a $71.0 million construction-term loan for both the Stetson I and Stetson II projects as well as an additional $18.6 million construction loan for the Stetson II project. In addition, a letter of credit facility of $26.7 million is provided. The letter of credit is subject to a commitment fee equal to 1.0% biannually of the daily average unutilized commitment. Interest is payable semi-annually at LIBOR plus 3.25% for the first three years and then increasing to LIBOR plus 3.50%. The Stetson Holdings Loan is secured by a pledge of First Wind's interests in Stetson Holdings, LLC and its subsidiaries and all the assets of both the Stetson I and Stetson II projects. Certain payment obligations relating to disallowances of government grants, if any, are guaranteed by First Wind.

        First Wind Term Loan.    On March 23, 2010, First Wind entered into a term loan facility (First Wind Term Loan) for $77.3 million ($75 million proceeds plus 3% original issue discount) with an affiliate of Credit Suisse as administrative agent. Interest accrues monthly at a 17% annual rate (minimum of 7% cash or higher at the Company's election, with the remainder in PIK) (but compounds semi-annually) and is payable semi-annually in arrears. The First Wind Term Loan is currently secured by a pledge of the Company's interest in its CSSW Holdings, LLC subsidiary. Upon the occurrence of certain events, the First Wind Term Loan will be secured by pledge of First Wind's indirect interests its material subsidiaries. The First Wind Term Loan is subordinated in all respects to the First Wind LC Facility (as defined below) and First Wind's guarantee of the Wind Acquisition IV Loan. Until the repayment of the Wind Acquisition IV Loan, the subordination terms cap cash interest payments at 13% per year and limit First Wind's ability to make principal payments on the First Wind Term Loan. The First Wind Term Loan is subject to mandatory prepayment under certain conditions and contains covenants, including covenants with respect to reporting requirements and limitations on permitted indebtedness, permitted liens and member distributions, as well as a Minimum Project EBITDA to cash interest ratio. The First Wind Term Loan matures on March 22, 2013.

        First Wind LC Facility.    On March 23, 2010, simultaneously with execution of the First Wind Term Loan, a subsidiary of First Wind entered into a $50 million letter of credit facility (First Wind LC Facility) with The Royal Bank of Scotland Plc as administrative agent and fronting bank; RBS Securities Inc. as arranger and bookrunner and affiliates of Credit Suisse, Morgan Stanley, Goldman Sachs and Deutsche Bank as joint bookrunners. The First Wind LC Facility is guaranteed by First Wind and a subsidiary of First Wind that indirectly owns Milford I, Milford II and future expansions of such projects. The First Wind LC Facility is subject to a letter of credit fee of 4.50% on letters of credit drawn and a 1.125% per annum commitment fee on the undrawn balance of the facility. Upon the occurrence of certain events, the First Wind LC Facility will be secured by a pledge of First Wind's interests in its material subsidiaries. The First Wind LC Facility is senior in all respects to the First Wind Term Loan but First Wind's guaranty of the First Wind LC Facility is subordinated to the Wind

F-27

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 6—DEBT (Continued)

Acquisition IV Loan that is also guaranteed by First Wind. Until the repayment of the Wind Acquisition IV Loan, the subordination terms limit to $15 million principal the payments that can be made by First Wind under the guaranty of the First Wind LC Facility. The First Wind LC Facility contains covenants, including covenants with respect to reporting requirements and limitations on permitted indebtedness, permitted liens and member distributions, as well as a Minimum Project EBITDA to cash interest ratio. The First Wind LC Facility matures on March 23, 2012 but can be extended to March 23, 2013 upon the occurrence of certain events.

Aggregate Debt Repayments

        The Company's estimated aggregate debt repayments for the next five years are as follows (in thousands):

	December 31, 2009
2010	$	109,238
2011		111,757
2012		50,920
2013		68,979
2014		7,217
Thereafter		162,220
		510,331
Milford I Construction Loan		146,002
	$	656,333

        The classification of maturities in the Company's aggregate debt repayment schedule is presented in accordance with ASC 210-10. Under ASC 210-10, obligations which would have been classified as short-term as of the balance sheet date may be presented as long-term if the debt is to be repaid with funds which would not otherwise be classified as current. In February 2010, the Company repaid the remaining outstanding balance on the Milford I Construction Loan with proceeds of a prepayment of project revenues under the related PPA, and in March 2010, the Company repaid approximately $62.3 million of the Wind Acquisition Loan.

F-28

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS

        As discussed in Note 3, in the normal course of business, the Company employs a variety of financial instruments to manage its exposure to fluctuations in interest rates and energy and energy-related commodities. The Company does not apply hedge accounting to these instruments and records changes in fair value related to derivative financial instruments in the consolidated statements of operations. The following tables reflect the amounts that are recorded in the Company's consolidated balance sheets as of December 31, 2008 and 2009 (in thousands):

		December 31, 2008						December 31, 2009
		Interest Rate Derivatives		Commodity Derivatives		Total		Interest Rate Derivatives		Commodity Derivatives		Total
Balance Sheet:
Assets
	Derivative assets	$	—	$	3,536	$	3,536	$	1	$	9,149	$	9,150
	Long-term derivative assets		—		22,279		22,279		193		37,445		37,638
	Total assets	$	—	$	25,815	$	25,815	$	194	$	46,594	$	46,788
Liabilities
	Derivative liabilities	$	372	$	466	$	838	$	656	$	2,793	$	3,449
	Long-term derivative liabilities		738		7,704		8,442		1,216		8,981		10,197
	Total liabilities	$	1,110	$	8,170	$	9,280	$	1,872	$	11,774	$	13,646

        The following tables reflect the amounts that are recorded in the Company's consolidated statements of operations for the years ended December 31, 2007, 2008 and 2009 related to derivative financial instruments (in thousands):

			December 31, 2007									December 31, 2008									December 31, 2009
			Interest Rate Derivatives			Commodity Derivative Instruments			Total			Interest Rate Derivatives			Commodity Derivative Instruments			Total			Interest Rate Derivatives			Commodity Derivative Instruments		Total
Statement of Operations:
Revenue:
	Risk management activities related to operating projects
		Net cash settlements	$	—		$	(1,670	)	$	(1,670	)	$	—		$	(4,072	)	$	(4,072	)	$	—		$	10,966	$	10,966
		Fair value changes		—			(9,801	)		(9,801	)		—			14,760			14,760			—			17,175		17,175
				—			(11,471	)		(11,471	)		—			10,688			10,688			—			28,141		28,141
Other Operating
	Risk management activities related to non-operating projects
		Net cash settlements		—			—			—			—			(1,835	)		(1,835	)		—			—		—
		Fair value changes		—			(21,141	)		(21,141	)		—			43,973			43,973			—			—		—
	Interest expense
		Net cash settlements		(982	)		—			(982	)		(1,728	)		—			(1,728	)		—			—		—
		Fair value changes		235			—			235			194			—			194			(568	)		—		(568	)
	Net gain (loss)		$	(747	)	$	(32,612	)	$	(33,359	)	$	(1,534	)	$	52,826		$	51,292		$	(568	)	$	28,141	$	27,573

F-29

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

Interest Rate Swap Agreements

        The Company is subject to market risks from changes in interest rates. The Company regularly assesses these risks and has established business strategies to provide natural offsets, supplemented by the use of derivative instruments, to protect against adverse effects. Under interest rate swap agreements, the Company may agree to swap, at specified intervals, contractually stated fixed rates for the variable rates implicit in its debt financing agreements, based on agreed-upon notional amounts. Under interest rate cap agreements, the Company receives the difference, if positive, between the underlying variable rates and contractually specified cap rates, based on agreed-upon notional amounts.

Commodity Swap Agreements

        The Company enters into long-term cash settled swap agreements to hedge commodity price variability inherent in electricity sales arrangements. If the Company sells the electricity into an independent system operator (ISO) market and there is no PPA available, the Company may enter into a financial swap to stabilize all or a portion of the Company's estimated revenue stream. These price swap agreements involve periodic notional quantity settlements where the Company will swap market for fixed price payments, based on a commodity or market price index, over the term of an agreement.

        Fair value changes and cash settlements related to commodity derivative instruments prior to wind energy projects' reaching commercial operations are recorded in earnings in the accompanying consolidated statements of operations as risk management activities related to non-operating projects. Once wind energy projects reach commercial operations, fair value changes and cash settlements related to commodity derivative instruments are recorded in earnings in the accompanying consolidated statements of operations as risk management activities related to operating projects.

        As of December 31, 2008 and 2009, the Company was a party to the following derivative contracts (in thousands, except notional amounts):

									December 31, 2008								December 31, 2009
			Current or Remaining Notional Amount
		Underlying			Units	Periodic Settlement	Expiration		Derivative Assets		Derivative Liabilities		Long-term Derivative Assets		Long-term Derivative Liabilities		Derivative Assets		Derivative Liabilities		Long-term Derivative Assets		Long-term Derivative Liabilities
Commodity Swaps:
Project:
	Cohocton	NYISO Zone C Real-Time Power		1,023,975	MWH	Monthly		2014	$	1,637	$	—	$	—	$	430	$	3,426	$	—	$	9,537	$	—
	Steel Winds	NYISO Zone A Real-Time Power		350,000	MWH	Monthly		2016		378		—		—		122		766		—		2,330		—
	Kaheawa Wind Power I	NYMEX WTI Crude Oil 1st Nearby		294,750	BBL	Quarterly		2013		—		466		—		7,152		—		2,793		—		8,981
	Stetson I and Stetson II(1)	ISO-NE Mass Hub Real-Time Power		1,273,432	MWH	Monthly		2019		1,521		—		22,279		—		4,957		—		25,578		—
Interest Rate Hedges:
Entity:
	First Wind Acquisition , LLC(2)	1-Month LIBOR		118,688,000	USD	Monthly		2010		—		—		—		—		1		137		—		—
	Maine Wind Partners, LLC	3-Month LIBOR		8,518,000	USD	Quarterly		2017		—		372		—		738		—		341		—		422
	Stetson Holdings, LLC(2)	3-Month LIBOR		37,246,370	USD	Quarterly		2014		—		—		—		—		—		178		193		794
									$	3,536	$	838	$	22,279	$	8,442	$	9,150	$	3,449	$	37,638	$	10,197

(1)

Covers the output of both the Stetson I project, which was in operation, and the Stetson II project, which was under construction at December 31, 2009.

(2)

Includes an interest rate cap.

F-30

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 7—DERIVATIVE FINANCIAL STATEMENTS (Continued)

        As a result of not applying hedge accounting to its derivative contracts, the Company has reported non-cash losses and gains related to marking the values of its derivative contracts to market of ($30.7) million, $58.9 million and $16.6 million for the years ended December 31, 2007, 2008 and 2009, respectively. These losses and gains were a result of fluctuations in the underlying forward electricity and oil prices for which the commodity price swap contracts are intended to economically hedge, and changes in underlying interest rates for which the interest rate derivative contracts are intended to economically hedge.

        As of December 31, 2009, the Company has posted letters of credit in the amount of $13.8 million as collateral related to certain commodity swaps. Certain of the Company's derivative contracts contain provisions providing the counterparties a lien on specific assets as collateral. The Company has no credit risk-related contingent features within all derivatives that affect the Company's derivative portfolio as of December 31, 2009.

NOTE 8—ASSET RETIREMENT OBLIGATIONS

        The following table presents a reconciliation of the beginning and ending aggregate carrying amounts of asset retirement obligations for the years ended December 31, 2007, 2008 and 2009 (in thousands):

Balance at December 31, 2006		$	2,104
	Additions—incurred during the year		265
	Accretion		137
Balance at December 31, 2007			2,506
	Additions—incurred during the year		3,198
	Accretion		609
Balance at December 31, 2008			6,313
	Additions—incurred during the year		2,485
	Accretion		616
Balance at December 31, 2009		$	9,414

        During 2009, the Company recognized additional asset retirement obligations relating to the Milford I project and Stetson II project in the amount of $2.3 million and $0.2 million, respectively.

        Accretion expense is included in project operating expenses on the accompanying consolidated statements of operations. The Company records assets related to asset retirement obligations to property, plant and equipment, which are depreciated on a straight-line basis over 20 years.

NOTE 9—FAIR VALUE MEASUREMENTS

        The Company holds interest rate and commodity price swaps that are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches when market quotes are not readily accessible or available.

        Valuation techniques for fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's best estimate, considering all relevant information. These valuation techniques involve some

F-31

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 9—FAIR VALUE MEASUREMENTS (Continued)

level of management estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors. The fair value hierarchy of the Company's inputs used to measure the fair value of assets and liabilities during the current period consists of three levels:

•

Level 1—Quoted prices for identical instruments in active markets.

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the least observable input that is significant to the fair value measurement of the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

        In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's financial assets and liabilities that are required to be measured at fair value as of December 31, 2008 and December 31, 2009 (in thousands):

		December 31, 2008								December 31, 2009
		Fair Value Measurements Using								Fair Value Measurements Using
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
	Interest rate derivatives	$	—	$	—	$	—	$	—	$	—	$	194	$	—	$	194
	Commodity price swap derivatives		—		—		25,815		25,815		—		—		46,594		46,594
		$	—	$	—	$	25,815	$	25,815	$	—	$	194	$	46,594	$	46,788
Liabilities:
	Interest rate derivatives	$	—	$	1,110	$	—	$	1,110	$	—	$	1,872	$	—	$	1,872
	Commodity price swap derivatives		—		7,618		552		8,170		—		11,774				11,774
		$	—	$	8,728	$	552	$	9,280	$	—	$	13,646	$	—	$	13,646

        The following table sets forth a reconciliation of changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy for the year ended December 31, 2009 (in thousands):

Balance as of January 1, 2009		$	25,263
	Net gains included in earnings		21,331
Balance as of December 31, 2009		$	46,594
Changes in unrealized gains relating to derivatives still held as of December 31, 2009		$	21,331

F-32

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 10—INCOME TAXES

        The provision for income taxes is comprised of the following:

		Year Ended December 31, 2009
Current federal		$	—
Current state			—
	Total current		—
Deferred federal			1,747
Deferred state			263
	Total deferred		2,010
Provision for income taxes		$	2,010

        A reconciliation of the federal statutory rate to the Company's effective tax rate is as follows:

	Year Ended December 31, 2009
Benefit from income taxes at federal statutory rate	$	(20,650	)	35.0	%
Benefit from state income taxes, net of federal benefit		281		(0.5	%)
Partnership income not subject to income taxes		24,001		(40.7	%)
Effect of change in entity classification		(20,648	)	35.0	%
Change in valuation allowance		19,026		(32.2	%)
	$	2,010		(3.4	%)

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

F-33

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 10—INCOME TAXES (Continued)

        Significant components of the Company's deferred tax assets and liabilities are as follows:

				Year Ended December 31, 2009
Deferred tax assets:
	Noncurrent:
		Fixed assets		$	24,016
		Net operating loss carryforwards			23,381
		Deferred revenue			550
		ARO accretion expense			141
			Subtotal		48,088
		Valuation allowance			42,064
	Net noncurrent deferred tax assets			$	(6,024	)
Deferred tax liabilities:
	Noncurrent:
		Unrealized gain on derivatives		$	5,135
		Outside basis in partnership investment			2,899
	Total noncurrent deferred tax liabilities				8,034
	Net deferred tax liability			$	(2,010	)

        During 2009, the Company filed entity classification elections for certain of its affiliated entities. The entity classification election was filed to change the tax classification of the entity from a partnership to a C corporation. At the time of each entity's classification election, a deferred tax asset was established for the difference in carrying value of the entity's assets and liabilities. The Company has established valuation allowances against its deferred tax assets because management believes that, after considering all of the available objective evidence, both historical and prospective, the realization of the deferred tax assets is not "more likely than not."

        As of December 31, 2009, the Company has federal and state net operating loss carryforwards (NOLs) of approximately $58.3 million for tax purposes, which will be available to offset future taxable income at the operating subsidiary that generated this NOL. If not utilized, these carryforwards will begin to expire in 2024.

Tax Contingencies

        The Company is subject to income taxes on subsidiaries for which entity classification elections have been made. Significant judgment is required in evaluating the Company's tax positions and in determining the Company's provision for income taxes. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company has established no reserves for uncertain tax positions.

F-34

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 11—MEMBERS' EQUITY

Distribution Preferences and Voting Rights of Series A Units and Series B Units

        The amended and restated limited liability company agreement of First Wind (LLC Agreement) authorizes First Wind to issue Series A Units and Series B Units. The Series B Units may be issued in various series at the discretion of First Wind. In general, Series A Units have been issued to First Wind's sponsors and various lenders in return for capital contributions or concurrently with the issuance of debt and Series B Units have been issued to members of management as compensation. Specific issuances of Series A Units and Series B Units are described in more detail below in "—Series A Unit Issuances" and "—Series B Unit Issuances," respectively.

Distributions and Allocations

        With respect to distributions of excess cash, distributions upon liquidation and allocations of profits for partnership tax purposes, the Series B Units are generally subordinated to the Series A-1 and Series A-2 Units to the extent of the capital contributions increased annually by the preference rate of the holders of the Series A-1 and Series A-2 Units, then to the Series A Units to the extent of the capital contributions increased annually by the preference rate of the holders of the Series A Units, and then share pro rata with the Series A-1 Units, Series A-2 Units and Series A Units thereafter. Individual series of Series B Units may be subordinated to the extent of the immediately previous Series B Units' assigned threshold value and share pro rata with previous series and the remaining Series A Units thereafter.

        With respect to the allocations of losses for partnership tax purposes, losses are first allocated to the Series A-2 Units, Series A-1 Units, Series A Units and Series B units, pro rata in accordance to their adjusted capital account (as discussed above). Individual series of Series B Units, however, share pro rata with the Series A Units and the other series of Series B Units only to the extent of their capital accounts. Once their capital accounts are reduced to zero, individual series of Series B Units cease to share in the allocations of losses.

Voting Rights

        As of December 31, 2009, the LLC Agreement provided that the holders of the various series of First Wind's units have the right to designate members of the Company's board of managers as follows:

•

the holders of a majority of the Series A Units held by the D. E. Shaw group (and its transferees and successors) are entitled to designate two managers and each successor thereof;

•

the holders of a majority of the Series A Units held by Madison Dearborn Capital Partners IV, L.P. (Madison Dearborn) (and its transferees and successors) are entitled to designate two managers and each successor thereof;

•

the holders of a majority of the Series B Units are entitled to designate two managers and each successor thereof;

•

UPC Wind Partners II, LLC is entitled to designate one manager and each successor thereof; and

•

The D. E. Shaw group and Madison Dearborn (together) are entitled to designate two managers that meet the criteria of Independent Directors and each successor thereof.

F-35

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 11—MEMBERS' EQUITY (Continued)

        Except as otherwise provided in the LLC Agreement, the affirmative vote of the holders of a majority of Series A Units is required for action to be taken by the members. Holders of Series A Units are entitled to act by written consent. In general, the holders of the Series B Units do not have voting rights. Any amendment to LLC Agreement of First Wind that would adversely affect the holders of the Series B Units without so affecting the holders of all units, requires the approval of either (i) Paul Gaynor, if he is Chief Executive Officer at the time of such approval, or (ii) the holders of a majority of the vested Series B Units, voting together as a single class.

        The LLC Agreement contains provisions limiting its managing member's, members' and officers', and their respective affiliates', liability to First Wind and its unit holders.

        In May 2008 and in accordance with the terms of the LLC Agreement, First Wind paid cash distributions to its members totaling $8.6 million in respect of federal income taxes to be assessed at the member level.

Series A Unit Issuances

        In 2006, First Wind repurchased from certain members approximately 43.0 million Series A Units for cash of $32.2 million. The repurchase included an earn-out payment of $1.0 million that was distributed in January 2009, related to commercial operation of the Company's Steel Winds I project, additional maximum payments of 4.5 million Series A-1 Units, which were also distributed during 2009, and $4.5 million of cash, expected to be paid upon certain wind energy projects' commencing commercial operations and the occurrence of certain other conditions. As of March 24, 2010, all conditions with respect to this earn-out payment had been met and all payments had been made.

        At December 31, 2008, First Wind was authorized to issue an unlimited number of Series A Units and Series A-1 Units. During 2008, members of First Wind made aggregate capital contributions of $520.3 million. In addition to cash, these contributions included the issuance of 152,527 Series A units in exchange for a parcel of land acquired from a member and approximately 23.4 million Series A Units issued upon conversion of member loans consisting of principal of $21.7 million and accrued interest of $1.7 million. As of December 31, 2008, First Wind had no outstanding member capital commitments.

        In 2009, First Wind issued 140.0 million Series A-1 Units to its members in exchange for $140.0 million of capital contributions and in satisfaction of obligations to certain members. In addition, First Wind issued 4.5 million A-1 Units to certain members in connection with certain wind energy projects' commencing commercial operations. In March 2010, First Wind paid $4.5 million to these members upon the remaining conditions for the payment having been met.

        In connection with the CSSW loan described in Note 6, First Wind issued approximately 44.9 million Series A-2 Units and allocated approximately $24.3 million of the proceeds from the transaction thereto. The Series A-2 Units have an initial preference of $0.39 per unit that increases ratably over the eight years subsequent to their issuance such that, at the end of this period, their capital preference will be $1 per unit, which is identical to Series A and Series A-1 Units.

Series A-1 Warrant

        On December 12, 2008, First Wind issued a warrant to purchase Series A-1 Units (HSH Warrant) to HSH in conjunction with the HSH Refinancing. The HSH Warrant entitles the holder to purchase

F-36

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 11—MEMBERS' EQUITY (Continued)

10.0 million Series A-1 Units at a price of $1.00 per unit. The number of units and the per unit price are subject to adjustment if First Wind (i) entitles its members to receive a distribution of units or other membership interests, (ii) effects a split or reverse split of its units or (iii) sells units to affiliates at a price lower than the $1.00 per unit strike price of the warrant. The HSH Warrant also contains a cashless exercise provision under which it could be exercised, in whole or in part, by the holder's tendering the right to receive the number of Series A-1 Units equivalent in fair value to the exercise price in lieu of cash.

        The HSH Warrant is exercisable until the earlier of a Qualified Public Offering (as such term is defined in the LLC Agreement) or December 12, 2010. If neither a Qualified Public Offering nor issuance of Series A-1 Units to a party other than the existing members of First Wind at December 12, 2008, or HSH has occurred by December 12, 2010, the expiration date of the HSH Warrant will extend by one year to December 12, 2011.

Series B Unit Issuances

        As of December 31, 2009, First Wind was authorized to issue up to 180 million Series B Units. As of December 31, 2008 and 2009, First Wind had issued approximately 167.9 million and 150.2 million Series B Units, respectively. These units are generally used for employee compensation purposes and are granted by series at zero cost to the grantee. Employee Series B Unit awards generally cliff vest in three equal annual installments over a three-year term of continuous service, with accelerated vesting upon a change in control as defined in a Restricted Unit Agreement (RUA) which each grantee is required to execute.

        The terms of the RUA require the forfeiture of any unvested Series B Units upon a unit holder's separation of service from the Company. A total of approximately 0.4 million and 24.6 million of unvested Series B Units were forfeited or canceled during 2008 and 2009, respectively.

NOTE 12—UNIT-BASED COMPENSATION

        As discussed in Note 11, First Wind is authorized to issue up to 180.0 million Series B Units. Effective January 1, 2006, the Company adopted ASC 718-20 Compensation-Stock Compensation (ASC 718-20), which establishes the accounting for employee unit-based awards. Under the provisions of ASC 718-20, unit-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The Company recognizes unit-based compensation expenses associated with the Series B Units on a straight-line basis over the requisite service period using the fair value method. The fair value of each Series B Unit was estimated using a probability-weighted expected return model. Under a probability-weighted expected return model, the value of an enterprise equity instrument is estimated based upon an analysis of future values assuming various possible future liquidity events. Equity instrument value is based on the probability-weighted present value of expected cash flows, considering each of the possible future events, as well as the rights and preferences of each unit class.

        The Series B-1 Units granted on April 28, 2006 vest proportionately with the capital contributions of First Wind's members over a three-year term of continuous service. On March 31, 2008, all outstanding Series B-1 Unit awards were modified to provide similar vesting provisions as subsequent series issuances of Series B Units, which vest over a three-year term of continuous service.

F-37

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 12—UNIT-BASED COMPENSATION (Continued)

        The following table summarizes Series B Unit activity:

	Year ended December 31,
	2008						2009
	Units			Weighted Average Grant Date Fair Value			Units			Weighted Average Grant Date Fair Value
Outstanding balance at beginning of year		37,337,000		$	0.15			123,844,777		$	0.32
Granted, at fair value		86,885,000			0.40			7,859,117			0.24
Forfeited		(377,223	)		(0.15	)		(24,622,325	)		(0.35	)
Canceled		—			—			(957,999	)		(0.51	)
Outstanding at end of period		123,844,777			0.32			106,123,570			0.32
Units vested at end of period		39,360,858						57,923,683

Unvested units		Units			Weighted Average Grant Date Fair Value
Balance at December 31, 2007			27,794,767		$	0.15
	Granted		86,885,000			0.40
	Vested		(12,276,600	)		(0.15	)
	Forfeited		(377,223	)		(0.15	)
Balance at December 31, 2008			102,025,944			0.32
	Granted		7,859,117			0.24
	Vested		(37,062,849	)		(0.31	)
	Forfeited		(24,622,325	)		(0.35	)
Balance at December 31, 2009			48,199,887		$	0.41

        During the years ended December 31, 2007, 2008 and 2009 the Company recorded stock-based compensation related to the Series B Units as follows (in thousands):

	Year ended December 31,
	2007		2008		2009
Project development expenses	$	47	$	221	$	1,138
General and administrative expenses		1,496		8,582		5,883
	$	1,543	$	8,803	$	7,021

        The Company estimates its expected weighted average forfeiture rate to be 13.7%. As of December 31, 2009, the total future compensation cost related to unvested Series B Units that are expected to vest is $17.0 million, which will be recognized over a weighted-average period of 1.05 years.

F-38

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES

Operating Leases

        As of December 31, 2009, the Company was obligated under long-term non-cancelable operating leases, primarily for land, offices and office equipment, and construction equipment leases. Rental expense for lease commitments under these operating leases for the years ended December 31, 2007, 2008 and 2009 was $1.5 million, $2.1 million and $4.8 million, respectively.

        Future minimum lease payments under these operating leases at December 31, 2009 for 2010 through 2014 and thereafter were as follows (in thousands):

	Operating Leases
2010	$	5,189
2011		5,422
2012		7,252
2013		3,857
2014		3,577
Thereafter		43,667
	$	68,964

In certain of the Company's land lease agreements, the Company is obligated to decommission all wind energy project equipment and restore the land to original condition, excluding removal of access roads, upon expiration, cancellation or termination of the land lease agreements. In connection with KWP I, the Company was required to provide to the lessor a letter of credit in the amount of $1.5 million to ensure performance under the contract and to guarantee resources for decommissioning and reclamation. The Company pays quarterly letter of credit fees based on an annual rate of 1.75%. This letter of credit will remain in effect during the full term of the lease, including option extensions.

Power Purchase Agreements

        The Company enters into long-term PPAs with customers, generally electric utility companies, to sell all or a fixed proportion of the electricity generated by one of the Company's projects, sometimes bundled with RECs and capacity. Electricity payments are calculated based on the amount of electrical energy delivered at a designated delivery point and may include fixed and variable price terms. Certain of the PPAs provide for potential payments by the Company if it fails to meet minimum target levels.

        The Company generally enters into PPAs prior to its wind energy projects' beginning construction and/or commencing commercial operations. Pursuant to the terms of certain PPAs, the Company may be required to make payments to the relevant power purchaser under certain conditions, such as shortfall on delivery of electricity, failure to meet certain performance threshold requirements or failure to commence commercial operations by a scheduled date.

        The Company's Steel Winds I subsidiary has a PPA that expired on December 31, 2009. The Company signed a new 5-year PPA, subsequent to December 31, 2009, for the sale of the generated energy, RECs, capacity and ancillary services.

F-39

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)

Turbine Supply and Warranty Agreements

        The Company enters into turbine supply agreements (TSAs), through wholly-owned subsidiaries, with suppliers for the procurement of wind turbine generators and related equipment. In November 2009, the Company renegotiated its turbine supply agreements with Clipper in order to convert its firm purchase commitments into rights to purchase turbines, and the Company also extended the delivery schedule for its existing orders. These agreements provide the Company with the right, but not the obligation, to acquire Clipper Liberty turbines representing 632.5 MW of capacity for installation over the period from 2011 to 2015. The Company has already paid approximately $60.0 million in deposits and progress payments for these turbines and intends to pay approximately $30.0 million more in deposits and progress payments by January 15, 2011. If the Company decides not to purchase additional turbines from Clipper, it will forfeit the pro rata portion of the deposits related to the turbines not acquired corresponding to the schedule of future turbine purchases: $38.6 million for turbines scheduled to be purchased in 2011, $17.9 million in 2012, $10.7 million in 2013, $13.4 million in 2014 and $8.9 million in 2015.

        The Company had remaining future commitments to GE and potential payments to Clipper under the TSAs as of December 31, 2009 as follows (in thousands):

	GE		Clipper
2010(1)	$	27,087	$	13,127
2011		—		193,528
2012		—		180,386
2013		—		154,337
2014		—		189,365
2015		—		135,157
	$	27,087	$	865,900

(1)

Clipper amount represents an obligation

        First Wind has provided guarantees to both GE and Clipper to support payment obligations of its subsidiaries under the TSAs.

        The Company may enter into warranty and guarantee agreements (WGAs) with the suppliers of wind turbines. These suppliers guarantee the delivery and performance of the turbines and related equipment in accordance with technical specifications defined in the WGA and agree to perform services throughout the term of the WGA to maintain the performance of the turbines in accordance with these defined technical specifications. Any payments received for warranty claims filed are recorded in other income in the statement of operations.

F-40

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)

        The WGAs commence on the start-up and commissioning of the turbines and the Company was committed to make the following future payments under WGAs as of December 31, 2009 as follows (in thousands):

2010	$	1,254
2011		3,558
2012		2,744
2013		2,744
	$	10,300

Balance of Plant Agreements

        The Company enters into balance of plant (BOP) agreements with contractors for the construction of the major components of its wind energy projects, including access roads, tower foundations and turbine erection. As of December 31, 2009, the Company estimated a remaining commitment of $4.3 million for the Stetson II project.

Operations and Maintenance Agreements

        The Company enters into operations and maintenance (O&M) agreements with suppliers of its wind turbine generators and related equipment. Under the terms of the O&M agreements, the suppliers perform all scheduled routine maintenance, repairs, and replacement and management of spare parts related to the wind turbine generators and related equipment upon commencement of commercial operations.

        The future minimum commitments under O&M agreements as of December 31, 2009 were as follows:

2010	$	4,116
2011		4,778
2012		3,668
2013		2,898
2014		1,939
	$	17,399

Letters of Credit

        The Company's customers and vendors and regulatory agencies often require the Company to post letters of credit in order to guarantee performance under relevant contracts and agreements. The Company is also required to post letters of credit to secure obligations under various swap agreements and leases and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. The amount that can be drawn under some of these letters of credit may be increased from time to time subject to the satisfaction of certain conditions. The Company is contingently liable for performance under letters of credit totaling $38.0 million, $40.5 million as of December 31, 2008 and 2009, respectively.

F-41

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)

        As of December 31, 2009, the Company had the following outstanding letters of credit (in thousands):

Commodity swap agreements	$	13,800
Construction contracts		1,562
PPAs and REC contracts		7,677
Interconnection Agreement		2,250
Regulatory agencies		2,626
Financing Agreements		9,200
Leases		944
Other		2,463
	$	40,522

        During the first half of 2009, the Company had one draw against the letter of credit for $1.3 million. As of December 31, 2009, the Company does not believe that it is likely that any additional claims will be made under a letter of credit in the foreseeable future.

Project Development Payments

        In 2006, the Company executed agreements to acquire rights to develop certain wind energy projects from noncontrolling members of subsidiaries of the Company. In connection with these agreements, the Company is obligated to make payments of up to $1.5 million to these noncontrolling members, contingent upon certain wind energy projects either commencing commercial operations or development milestones, such as obtaining construction permits.

Guarantee Agreements

        The Company has provided guarantees to certain of its institutional tax equity investors in connection with its tax equity financing transactions. These guarantees do not guarantee the returns targeted by the tax equity investors, but rather support any potential indemnity payments payable under the tax equity agreements.

        The Company is contractually obligated to deliver a minimum amount of energy to SCPPA in connection with the prepayment under the Milford I PPA. In the event the Company does not deliver the contractual amount of energy, the Company may be required to purchase and deliver replacement energy.

Legal Proceedings

        The Company is involved from time to time in litigation and disputes arising in the normal course of business, including proceedings contesting our permits or the operation of our projects. Management does not believe the following proceedings will, if determined adversely, have a material adverse effect on the financial condition, results of operations and liquidity of the Company:

        On July 15, 2008, the Company was served with a civil subpoena by the New York State Attorney General relating to an investigation into its activities in the State of New York. In response to the subpoena, First Wind produced documents and information relating principally to the New York State

F-42

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

NOTE 13—COMMITMENTS AND CONTINGENCIES (Continued)

Attorney General's investigation into: (i) whether the Company improperly sought or obtained land-use agreements with citizens and public officials, (ii) whether improper benefits were given to public officials to influence their actions and (iii) whether the Company and its competitors entered into anti-competitive agreements or practices. The Company cooperated fully with the requests of the New York State Attorney General, with the assistance of outside counsel. Outside counsel also conducted its own internal investigation on behalf of the Company. On October 29, 2008, the Company voluntarily agreed to implement a Code of Conduct, created by the New York State Attorney General to govern the Company's future conduct in connection with wind energy project development in New York State. The Company entered into a subsequent version of the New York code in October 2009. The Company has been advised by the New York State Attorney General's office that it is not currently under investigation.

        Some residents near our Mars Hill project recently commenced litigation against us based on the Company's construction and operation of this project. While the outcome of this litigation cannot be predicted, the Company believes it will not have a material adverse effect on its financial position, results of operations or cash flows.

NOTE 14—RELATED PARTY TRANSACTIONS

        In the normal course of business, the Company engages in transactions with related parties, including affiliates of members of the Company.

Member Loans

        On May 3, 2008, the Company converted the member loans of approximately $23.4 million, principal and accrued interest, to approximately 23.4 million Series A Units.

Investment

        On May 2, 2008, the Company contributed approximately $3.4 million of cash and property in exchange for a 30% investment in Deepwater Wind, LLC (Deepwater), an off-shore wind energy company. The Company has significant influence but not control over Deepwater, therefore the Company accounts for this investment using the equity method of accounting. A member of First Wind has a majority investment in Deepwater. The Company committed to provide contributions of $120.0 million to Deepwater; however, the Company has the right to opt out of making such contributions, which could result in the dilution of the Company's interest in Deepwater. As of December 31, 2009, the Company's interest had been diluted to approximately 17%.

NOTE 15—EMPLOYEE BENEFIT PLANS

401(k) Plan

        In 2006, the Company established a 401(k) Plan (the Plan) for the benefit of its U.S. employees. Employees of the Company are eligible to participate in the Plan immediately upon employment. Contributions are made by employees through pre-tax deductions and by the Company up to a maximum percentage of an employee's annual salary as specified by the Plan. The Company's contributions to the Plan were $0.1 million, $0.3 million and $0.6 million for the years ended December 31, 2007, 2008 and 2009, respectively.

F-43

First Wind Holdings, LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)

				December 31, 2009			June 30, 2010
Assets
Current assets:
	Cash and cash equivalents			$	31,467		$	44,074
	Restricted cash				45,974			47,432
	Accounts receivable				6,390			6,618
	Prepaid expenses and other current assets				9,096			8,930
	Derivative assets				9,150			10,132
			Total current assets		102,077			117,186
Property, plant and equipment, net					950,610			848,739
Construction in progress					472,526			450,536
Turbine deposits					97,172			116,909
Long-term derivative assets					37,638			37,703
Other non-current assets					21,671			25,467
Deferred financing costs, net					16,460			18,899
			Total assets	$	1,698,154		$	1,615,439
Liabilities and Members' Capital
Current liabilities:
	Accrued capital expenditures and turbine deposits			$	44,894		$	36,067
	Accounts payable and accrued expenses				16,440			30,797
	Derivative liabilities				3,449			3,274
	Deferred revenue				—			11,562
	Current portion of long-term debt				109,238			184,052
			Total current liabilities		174,021			265,752
Long-term debt, net of current portion					522,808			311,286
Long-term derivative liabilities					10,197			10,150
Deferred income tax liability					2,010			5,845
Deferred revenue					2,777			210,348
Other liabilities					7,555			7,687
Redeemable interest in subsidiary					119,998			—
Asset retirement obligations					9,415			10,019
			Total liabilities		848,781			821,087
Commitments and contingencies
Members' capital:
	First Wind Holdings, LLC
		Members' capital			847,251			846,666
		Accumulated deficit			(191,229	)		(233,409	)
			Total First Wind Holdings, LLC members' capital		656,022			613,257
	Noncontrolling interests in subsidiaries				193,351			181,095
			Total members' capital		849,373			794,352
			Total liabilities and members' capital	$	1,698,154		$	1,615,439

See accompanying notes to condensed consolidated financial statements.

F-44

First Wind Holdings, LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except units and per unit amounts)

			Three Months Ended June 30,						Six Months Ended June 30,
			2009			2010			2009			2010
Revenues:
	Revenues		$	9,534		$	22,022		$	20,915		$	40,747
	Cash settlements of derivatives			418			1,358			6,558			5,018
	Fair value changes in derivatives			(7,585	)		(10,456	)		12,708			3,976
		Total revenues		2,367			12,924			40,181			49,741
Cost of revenues:
	Project operating expenses			4,809			12,162			8,380			24,121
	Depreciation and amortization of operating assets			7,918			11,785			15,741			24,055
		Total cost of revenues		12,727			23,947			24,121			48,176
		Gross profit (loss)		(10,360	)		(11,023	)		16,060			1,565
Other operating expenses
	Project development			3,673			14,377			16,987			23,337
	General and administrative			8,098			10,693			19,145			18,641
	Depreciation and amortization			750			1,145			1,422			2,285
		Total other operating expenses		12,521			26,215			37,554			44,263
		Loss from operations		(22,881	)		(37,238	)		(21,494	)		(42,698	)
Other income (expense)				1,438			(3,528	)		(57	)		(5,153	)
Interest expense, net of capitalized interest				—			236			(3,365	)		—
		Loss before provision for income taxes		(21,443	)		(40,530	)		(24,916	)		(47,851	)
	Provision for income taxes			—			461			—			3,835
		Net loss		(21,443	)		(40,991	)		(24,916	)		(51,686	)
Less: net (income) loss attributable to noncontrolling interest				3,621			(759	)		5,862			9,506
		Net loss attributable to members of First Wind Holdings, LLC	$	(17,822	)	$	(41,750	)	$	(19,054	)	$	(42,180	)
Net income (loss) attributable per Series A unit:
	Basic and diluted net loss attributable per Series A unit		$	(0.03	)	$	(0.06	)	$	(0.03	)	$	(0.06	)
	Basic and diluted weighted average number of Series A units outstanding			649,681,382			649,681,382			649,681,382			649,681,382

See accompanying notes to condensed consolidated financial statements.

F-45

First Wind Holdings, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

					Six Months Ended June 30,
					2009			2010
Cash flows from operating activities:
	Net loss				$	(24,916	)	$	(51,686	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization				17,163			26,340
		Amortization of deferred financing costs				863			—
		Unrealized gains on derivative instruments				(11,884	)		(1,269	)
		Loss on equity investment				695			836
		Share-based compensation expense				3,590			7,941
		Deferred income taxes				—			3,835
		Loss on sale of assets				—			1,751
		Impairment of assets				—			2,583
		Changes in assets and liabilities:
			Accounts receivable			632			(1,563	)
			Prepaid expenses and other current assets			4,007			166
			Other non-current assets			2,222			(3,363	)
			Other liabilities			(200	)		132
			Accounts payable and accrued expenses			(16,588	)		5,341
			Deferred revenue			826			225,988
				Net cash provided by (used in) operating activities		(23,590	)		217,032
Cash flows from investing activities:
	Capital expenditures and turbine deposits					(107,823	)		(38,902	)
	Proceeds from sale of assets, net					—			3,279
	Changes in restricted cash					(8,922	)		(1,458	)
				Net cash used in investing activities		(116,745	)		(37,081	)
Cash flows from financing activities:
	Proceeds from borrowings, net					263,385			85,899
	ARRA grant proceeds, net					—			139,159
	Proceeds from capital contributions					139,882			—
	Transaction costs from sale of subidiary company interest					(153	)		(26	)
	Repurchase of subsidiary company interests					—			(4,000	)
	Repayment of borrowings					(285,237	)		(381,126	)
	Distributions to noncontrolling interests					(2,938	)		(2,750	)
	Distributions to members					(1,000	)		(4,500	)
				Net cash provided by (used in) financing activities		113,939			(167,344	)
				Net increase (decrease) in cash and cash equivalents		(26,396	)		12,607
Cash and cash equivalents, beginning of period						40,729			31,467
Cash and cash equivalents, end of period					$	14,333		$	44,074
Supplemental disclosures of cash flow information:
	Non-cash investing and financing activities:
		Capital expenditures and turbine deposits funded directly from borrowings			$	177,155		$	17,565
			CSSW loan interest paid in kind		$	—		$	8,849

See accompanying notes to condensed consolidated financial statements.

F-46

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1—BUSINESS

        First Wind Holdings, LLC (First Wind) and its subsidiaries (collectively, the Company) are engaged in the development, construction and operation of utility-scale wind energy projects principally in the Northeastern and Western regions of the continental United States and Hawaii. First Wind is a limited liability company organized under the laws of Delaware.

        In May 2008, First Wind Holdings Inc., a wholly-owned subsidiary of First Wind, was incorporated in the State of Delaware. First Wind Holdings Inc. has filed with the United States Securities and Exchange Commission (SEC) a Registration Statement on Form S-1 (the Registration Statement) to register its Class A common stock under the Securities Act of 1933, as amended, for an initial public offering.

NOTE 2—LIQUIDITY AND GOING CONCERN

        The Company began its business in 2002 and has generated substantial net losses and negative cash flows from operating activities since inception primarily due to the significant growth in development, construction and operation of its wind projects during this period. The Company has relied on equity contributions from its members along with borrowings, secured by certain of its assets, and grants under the American Recovery and Reinvestment Act of 2009 (ARRA) to fund project development spending, procurement of wind turbine generators, construction costs and other operating costs.

        In March 2010, the Company extended the maturity dates for its Wind Acquisition and Wind Acquisition IV turbine supply loans. In connection with this extension, the Company repaid $1.4 million of these turbine supply loans. Also in March 2010, First Wind completed a $77.3 million debt financing and entered into a $50 million letter of credit facility. In conjunction with these financing transactions, the Company prepaid approximately $61.0 million of amounts outstanding under these turbine supply loans. As a result of this prepayment, the Wind Acquisition loan is no longer guaranteed by the Company, and the Wind Acquisition loan and the Wind Acquisition IV loan are no longer cross-collateralized and no longer cross-default to each other. In June 2010, the Company repaid approximately $2.3 million of the Wind Acquisition loan with a maturity date of June 30, 2010, with proceeds from the sale of two excess turbines and further extended the maturity of the remaining $77.6 million (the Milford II Turbine Loan) to January 15, 2011. As of June 30, 2010, the Company had approximately $184.1 million of current debt maturities, of which $171.8 million relates to the Wind Acquisition loan (including the Milford II Turbine loan) and the Wind Acquisition IV loan, both of which must be fully repaid before July 1, 2011.

        The Company has a signed commitment letter with a consortium of banks to provide $240 million of construction financing on its Milford II project (the Milford II Construction Loan). This financing commitment is subject to final approval, delivery of an executed power purchase agreement, certain permitting activities, and certain other closing conditions, all of which the Company expects to satisfy on or before September 30, 2010. The Company expects to use proceeds from the Milford II Construction Loan, which will mature in 2011, to repay the Milford II Turbine Loan. However, there can be no assurance that this financing will be available or, if such financing is available, that it will be available on terms acceptable to the Company. If the Company is unable to repay or further extend the maturity on the Milford II Turbine Loan, it would be in default of the Wind Acquisition loan, and the lender could accelerate the remaining balance of $51.1 million due thereunder. The Wind Acquisition

F-47

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 2—LIQUIDITY AND GOING CONCERN (Continued)

Loan (including the Milford II Turbine Loan) is recourse solely to specified collateral, including turbines allocated to the Company's Milford II, KWP II and Rollins projects along with the development assets of the KWP II, Rollins and Oakfield projects. To remedy such a default, the collateral could be sold, or the Company could surrender the collateral to the lender. The carrying value of the specified collateral was approximately $330.0 million at June 30, 2010, of which approximately $320.5 million relates to turbines. The Company believes the fair value of the collateral substantially exceeds the principal amount of corresponding non-recourse debt that it secures. While surrender of the collateral would not prevent the Company's ability to continue 2010 operations, it would result in a loss for financial reporting purposes and could have an adverse effect on the Company's longer term operations, including a potential delay in completion of one or more of the projects noted above.

        The Company's 2009 consolidated financial statements were prepared assuming its ability to continue as a going concern. In addition to the extension of the Wind Acquisition loan maturities as described above, in July 2010, the Company obtained financing of approximately $117 million for its Kahuku project. The Company believes that the extension of the Wind Acquisition loan maturities combined with cash on hand, proceeds from the Kahuku financing and the ability to reduce certain discretionary spending, if necessary, will provide it with sufficient liquidity to meet its working capital and operating requirements through December 31, 2010.

        The Company's ability to continue as a going concern after December 31, 2010, is largely dependent on its ability to raise additional capital to repay subsequently maturing debt, including the $184.1 million maturing in 2011, to pay contractual commitments for turbine purchases and to fund project development and construction of its wind energy projects. To fund its future operations and meet its existing commitments, including servicing debt maturities, the Company is exploring alternatives to extend the maturities of its indebtedness and/or raise additional capital through one or more of the following sources: (i) public or private issuances of parent company equity, debt or convertible securities, (ii) project-level construction financing for projects currently under development, and (iii) permanent project-level financings for existing projects or for new projects as they become operational, including but not limited to tax equity financings, ARRA cash grants or ARRA loan guarantees. However, there can be no assurance that any additional financing will be available or, if such financing is available, that it will be available on terms acceptable to the Company. Moreover, additional funds may be necessary sooner than the Company currently anticipates in the event of changes to development schedules, increases in development costs, or to meet other unanticipated expenses. If the Company is unable to raise additional capital or generate sufficient operating cash flow to repay subsequently maturing debt, it could be in default of its lending agreements and could be required to delay development and construction of its wind energy projects, reduce overhead costs, reduce the scope of its projects or abandon or sell some or all of its development projects, all of which could adversely affect the Company's business, financial position and results of operations.

F-48

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

        The condensed consolidated financial statements reflect the operations of the Company and all of its majority-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP).

        The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with U.S. GAAP as contained in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification or ASC) for interim financial information and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for annual fiscal reporting periods. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in equity and cash flows. The results of operations for the three and six months ended June 30, 2010, are not necessarily indicative of results that may be expected for the year ending December 31, 2010. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2009 audited consolidated financial statements and notes thereto, which appear beginning on page F-2 of the Registration Statement.

        Certain prior year amounts have been reclassified to conform to the current year's presentation. These reclassifications had no material effect on the Company's previously reported consolidated financial position, results of operations or cash flows.

Concentration of Credit Risk

        The Company derives the largest portion of its electricity and REC revenues from a small number of customers. Revenues by major customer were as follows (in thousands, except percentages):

	Three Months Ended								Six Months Ended
	June 30, 2009				June 30, 2010				June 30, 2009				June 30, 2010
ISO New England	$	1,628	17	%	$	3,736	17	%	$	3,096	15	%	$	8,964	22	%
Maui Electric Company		1,637	17			3,473	16			4,111	20			5,832	14
New Brunswick Power Corporation		1,608	17			1,083	5			3,485	17			3,422	8
NY ISO		849	9			724	3			2,216	11			1,308	3
		5,722	60			9,016	41			12,908	63			19,526	47
Amortization of SCPPA prepayment		—	—			5,567	25			—	—			9,656	24
Revenues from all other customers		3,812	40			7,439	34			8,007	37			11,565	29
	$	9,534	100	%	$	22,022	100	%	$	20,915	100	%	$	40,747	100	%

Fair Value of Financial Instruments

        The carrying amounts of debt are comparable to market as the instruments generally bear interest at variable rates, except for the CSSW Loan (as defined in Note 6) and First Wind Term Loan (as defined in Note 6). The CSSW Loan was executed in July 2009, and the First Wind Term Loan was executed in March 2010. The carrying value of the loans approximate the fair market value of the loans

F-49

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

as they have fixed interest rates and interest rates have not fluctuated significantly since the loans were made.

Project Development Costs

        The Company expenses all project development costs, primarily consisting of initial permitting, land rights, preliminary engineering work, analysis of project wind resources, analysis of project economics and legal work, until management deems a project probable of being technically, commercially and financially viable. Once this determination has been made, the Company classifies the project as a Tier 1 project, at which point it begins capitalizing project development costs.

        Should the Company decide to abandon or discontinue development of a Tier 1 project, previously capitalized costs are charged to expense in the period that such determination is made. In the three months ended June 30, 2010, the Company revised the timeline for development of its Longfellow project. This resulted in the Company recategorizing the project from Tier 1 to Tier 2 and expensing $2.5 million of previously capitalized costs.

Unit-based Compensation

        The Company accounts for Series B Units awarded to employees by expensing the grant-date fair value of each award over its three-year vesting period. During the three and six months ended June 30, 2009 and 2010, the Company recorded compensation expense related to these awards as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2010		2009		2010
Project development expenses	$	112	$	732	$	620	$	1,285
General and administrative expenses		777		5,084		2,970		6,656
	$	889	$	5,816	$	3,590	$	7,941

Significant New Accounting Policies

        In January 2010, the Company adopted new FASB guidance on fair value measurements and disclosures which requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance had no material impact on the Company's financial position, results of operations or cash flows.

        In October 2009, the FASB issued new standards for revenue recognition with multiple deliverables. These new standards impact the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units for accounting purposes. Additionally, these new standards modify the manner in which the transaction consideration is allocated

F-50

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. These new standards are required to be adopted in the first quarter of 2011; however the Company elected to adopt these standards effective January 1, 2010. The adoption of these new standards did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

NOTE 4—NONCONTROLLING INTERESTS AND TAX EQUITY TRANSACTIONS

        Noncontrolling interests in subsidiaries are comprised of the following as of December 31, 2009 and June 30, 2010 (in thousands):

		December 31, 2009			June 30, 2010
Noncontrolling interest attributable to:
	Tax equity investors	$	212,915		$	199,143
	Other subsidiary equity ownership interests		(19,564	)		(18,048	)
Total noncontrolling interest		$	193,351		$	181,095

        The following table is a reconciliation of equity from December 31, 2009 to June 30, 2010:

		First Wind Members' Capital			Noncontrolling Interests			Total
Balance at December 31, 2009		$	656,022		$	193,351		$	849,373
	Repurchase of noncontrolling interests		(4,000	)		—			(4,000	)
	Share-based compensation		7,941			—			7,941
	Transaction costs associated with tax equity financing		(26	)		—			(26	)
	Distributions		(4,500	)		(2,750	)		(7,250	)
	Net loss		(42,180	)		(9,506	)		(51,686	)
Balance at June 30, 2010		$	613,257		$	181,095		$	794,352

F-51

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 5—PROPERTY, PLANT AND EQUIPMENT, NET

        Property, plant and equipment, net are comprised of the following as of December 31, 2009 and June 30, 2010 (in thousands):

	December 31, 2009			June 30, 2010
Land	$	9,549		$	9,669
Land and leasehold improvements		24,591			50,551
Furniture, fixtures, vehicles and other		11,236			15,450
Asset retirement obligations		7,828			8,253
Wind power generation equipment		957,237			849,931
		1,010,441			933,854
Accumulated depreciation		(59,831	)		(85,115	)
	$	950,610		$	848,739

        Section 1603 of the ARRA provides for the U.S. Treasury Secretary to provide cash grants to eligible renewable energy projects in lieu of the production tax credit or the investment tax credit. The Company received proceeds from this grant program in the aggregate amount of $120.1 million in March 2010 for its Milford I project. The proceeds from this grant were used to retire the redeemable interest in subsidiary that was outstanding at December 31, 2009. In June 2010, the Company received additional proceeds from this grant program in the aggregate amount of $19.3 million for its Stetson II project, which were primarily used to retire the Stetson II construction loan that was outstanding at March 31, 2010. All ARRA proceeds were applied against property, plant and equipment on the balance sheet and are shown as a financing activity on the statement of cash flows.

F-52

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 6—DEBT

        The Company had the following loans outstanding as of December 31, 2009 and June 30, 2010 (in thousands except percentages):

		Interest Rate			Balance
		December 31, 2009	June 30, 2010	Final Maturity	December 31, 2009			June 30, 2010
Turbine Supply Loan
	Wind Acquisition Loan	4.99%	5.10%	2011	$	197,868		$	128,700
	Wind Acquisition IV Loan	4.99%	5.10%	2011		43,064			43,064
Construction Loans
	Milford I	3.49%	N/A	2010		146,002			—
	Stetson II	3.68%	N/A	2010		2,197			—
Term Loans
	North Shore Note	4.99%	N/A	2010		7,200			—
	Maine Wind Loan	3.05%	3.33%	2022		14,197			12,858
	New York Wind Loan	4.26%	4.54%	2012		50,000			42,003
	CSSW Loan	14.00%	14.00%	2018		122,021			144,609
	Stetson Holdings Loan	3.68%	4.00%	2016		68,000			62,854
	First Wind Term Loan	N/A	17.00%	2013		—			77,320
Other
	Construction equipment loan	7.65%	7.65%	2013		4,944			4,522
	Vehicle loans	0.00%-11.30%	0.00%-11.28%	2010-2014		840			963
Gross Indebtedness						656,333			516,893
Unamortized Discount						(24,287	)		(21,555	)
Carrying Value						632,046			495,338
Debt with maturities less than one year						109,238			184,052
Total long-term debt					$	522,808		$	311,286

Debt Facilities

        First Wind Acquisition, LLC.    The Company, through First Wind Acquisition, LLC, a wholly-owned subsidiary, entered into a secured term loan facility (the Wind Acquisition Loan) with HSH Nordbank AG (HSH), New York Branch. In March 2010, approximately $62.3 million of the Wind Acquisition Loan was repaid with $61.0 million of this amount being paid with proceeds from the First Wind Term Loan (as defined below). Approximately $77.6 million of the Wind Acquisition Loan matures prior to January 15, 2011, with the remainder maturing prior to June 2011. The North Shore Note was repaid in March 2010.

        The Wind Acquisition Loan is secured by the assets, comprised of turbine deposits and turbine contracts, of First Wind Acquisition, LLC and the development assets, contracts and membership interests of the Company's KWP II, Rollins and Oakfield projects. It is also secured by a pledge of the Company's equity interest in First Wind Acquisition, LLC. Additionally, principal amortization amounts

F-53

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 6—DEBT (Continued)

are subject to adjustment upon the occurrence of certain events, including completion of an initial public offering.

        First Wind Acquisition IV, LLC.    The Company, through First Wind Acquisition IV, LLC, a wholly-owned subsidiary, entered into a secured term loan facility (the Wind Acquisition IV Loan) with HSH for the procurement of Clipper wind turbine generators and related equipment.

        The Wind Acquisition IV Loan is secured by the assets, comprised of turbine deposits and turbine contracts, of First Wind Acquisition IV, LLC and the assets, comprised of development assets and construction contracts, and membership interests of the Company's Sheffield and Steel Winds II projects. It is also secured by a pledge of First Wind's equity interest in First Wind Acquisition IV, LLC and certain other subsidiaries and by a pledge of First Wind O&M, LLC's interest in the O&M Agreements with certain subsidiaries of First Wind. The Company also guarantees the Wind Acquisition IV Loan and has pledged many of its assets as security for such guarantee, including all of its accounts, investment property, certain contracts and its equity interests in certain of its subsidiaries as security for such guarantee (including First Wind Acquisition, LLC, First Wind Acquisition IV, LLC, First Wind Vermont Holdings, LLC, Hawaii Holdings, LLC, Hawaii Wind Partners, LLC, First Wind Maine Holdings, LLC and Mars Hill Partners, LLC). It also is secured by a second lien on the membership interests of CSSW, LLC, New York Wind III, LLC, CSSW Cohocton Holdings, LLC and CSSW Stetson Holdings, LLC, which second lien is subordinate to repayment of the CSSW loan discussed further below.

        New York Wind Loan.    The Company, through New York Wind, LLC, an indirect subsidiary of First Wind, entered into a secured promissory note (New York Wind Loan) with Norddeutsche Landesbank Girozentrale, New York Branch, and HSH. The New York Wind Loan is secured by a pledge of CSSW Cohocton Holdings, LLC's interest in New York Wind, LLC and its subsidiaries, as well as by the assets of New York Wind, LLC and its subsidiaries, including Cohocton I.

        CSSW.    During July and September 2009, the Company entered into a loan agreement (CSSW Loan) with affiliates of Alberta Investment Management Corporation (AIMCO). The Company has the option to increase the outstanding principal amount of the loan by the amount of interest accrued (PIK Interest). PIK Interest bears interest at a fixed rate of 14%. As of June 30, 2010, the Company has elected the option for PIK Interest which increased the CSSW Loan by $8.8 million.

        The CSSW loan is secured by a pledge of the membership interests of CSSW, LLC, New York Wind III, LLC (the indirect owner of the Steel Winds I project) and CSSW Cohocton Holdings, LLC (the indirect owner of the Cohocton projects) and CSSW Stetson Holdings (the indirect owner of the Stetson I project and Stetson II project). Repayment is guaranteed by CSSW Holdings, LLC and CSSW, LLC.

        The Company received an additional $15 million in April 2010 under the CSSW Loan upon the completion of the Stetson II project.

        Stetson Holdings, LLC.    In December 2009, the Company's Stetson I and Stetson II projects entered into a financing construction and term facility (Stetson Holdings Loan) for $116.3 million with BNP Paribas and a participant lender. The Stetson Holdings Loan is secured by a pledge of First Wind's interests in Stetson Holdings, LLC and its subsidiaries and all the assets of both the Stetson I

F-54

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 6—DEBT (Continued)

and Stetson II projects. The Company repaid $14.1 million of the Stetson Holdings Loan during June 2010 upon receipt of the Stetson II ARRA grant proceeds. No amounts were available for borrowing under this facility as of June 30, 2010,

        First Wind Term Loan.    On March 23, 2010, First Wind entered into a term loan facility (First Wind Term Loan) for $77.3 million with an affiliate of Credit Suisse as administrative agent. Interest accrues monthly at a 17% annual rate (minimum of 7% cash or higher at the Company's election, with the remainder payable in kind) compounding semi-annually, and is payable semi-annually in arrears. The First Wind Term Loan is currently secured by a pledge of the Company's interests in its CSSW Holdings, LLC subsidiary. Upon the occurrence of certain events, the First Wind Term Loan will be secured by a pledge of the Company's indirect interests in its material subsidiaries. The First Wind Term Loan is subordinated in all respects to the First Wind LC Facility (as defined below) and First Wind's guarantee of the Wind Acquisition IV Loan. Until the repayment of the Wind Acquisition IV Loan, the subordination terms cap cash interest payments at 13% per year and limit First Wind's ability to make principal payments on the First Wind Term Loan. The First Wind Term Loan is subject to mandatory prepayment under certain conditions and contains covenants, including covenants with respect to reporting requirements and limitations on permitted indebtedness, permitted liens and member distributions, as well as various others. The First Wind Term Loan matures on March 22, 2013.

        First Wind LC Facility.    On March 23, 2010, simultaneously with execution of the First Wind Term Loan, a subsidiary of First Wind entered into a $50 million letter of credit facility (First Wind LC Facility) with The Royal Bank of Scotland PLc as administrative agent and fronting bank; RBS Securities Inc. as arranger and bookrunner and affiliates of Credit Suisse, Morgan Stanley, Goldman Sachs and Deutsche Bank as joint bookrunners. The First Wind LC Facility is guaranteed by First Wind and a subsidiary of First Wind that indirectly owns Milford I, Milford II and future expansions of such projects. The First Wind LC Facility is subject to a letter of credit fee of 4.50% on letters of credit issued and a 1.125% per annum commitment fee on the unutilized balance of the facility. The First Wind LC Facility is secured by First Wind's indirect ownership interest in its Milford subsidiaries and upon the occurrence of certain events, the First Wind LC Facility will be secured by a pledge of First Wind's interests in its material subsidiaries. The First Wind LC Facility is senior in all respects to the First Wind Term Loan but First Wind's guaranty of the First Wind LC Facility is subordinated to the Wind Acquisition IV Loan that is also guaranteed by First Wind. Until the repayment of the Wind Acquisition IV Loan, the subordination terms limit the payments that can be made by First Wind under the guaranty of the First Wind LC Facility to $15 million. The First Wind LC Facility contains covenants, including covenants with respect to reporting requirements and limitations on permitted indebtedness, permitted liens and member distributions, as well as various others. The First Wind LC Facility matures on March 23, 2012, but can be extended to March 23, 2013, upon the occurrence of certain events.

        Kahuku.    On July 28, 2010, Kahuku Wind Power, LLC entered into a $117.3 million construction and term loan facility (Kahuku Loan) guaranteed by the U.S. Department of Energy (DOE). The loan is secured by the Kahuku project and all of its assets. The DOE also has a $10 million guarantee from First Wind Holdings, LLC and an $8 million project completion letter of credit. Principal repayment will begin in March 2012 and the Kahuku Loan will mature in June 2028. As of July 31, 2010, total

F-55

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 6—DEBT (Continued)

principal outstanding under the Kahuku Loan was approximately $48 million, which accrues interest at a rate of 3.179% per annum.

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS

        In the normal course of business, the Company employs a variety of financial instruments to manage its exposure to fluctuations in interest rates and energy and energy-related commodities. The Company does not apply hedge accounting to these instruments and records changes in fair value related to derivative financial instruments in the condensed consolidated statements of operations.

Interest Rate Swap Agreements

        The Company is subject to market risks from changes in interest rates. The Company regularly assesses these risks and has established business strategies to provide natural offsets, supplemented by the use of derivative instruments, to protect against adverse effects. Under interest rate swap agreements, the Company may agree to swap, at specified intervals, contractually stated fixed rates for the variable rates implicit in its debt financing agreements, based on agreed-upon notional amounts. Under interest rate cap agreements, the Company receives the difference, if positive, between the underlying variable rates and contractually specified cap rates, based on agreed-upon notional amounts.

Commodity Swap Agreements

        The Company enters into long-term cash settled swap agreements to hedge commodity price variability inherent in electricity sales arrangements. If the Company sells the electricity into an independent system operator (ISO) market and there is no PPA available, the Company may enter into a financial swap to stabilize all or a portion of the Company's estimated revenue stream. These price swap agreements involve periodic notional quantity settlements where the Company will swap market for fixed price payments, based on a commodity or market price index, over the term of an agreement.

F-56

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

        The following tables reflect the amounts that are recorded in the Company's condensed consolidated balance sheets as of December 31, 2009 and June 30, 2010 (in thousands):

		December 31, 2009						June 30, 2010
		Interest Rate Derivatives		Commodity Derivatives		Total		Interest Rate Derivatives		Commodity Derivatives		Total
Balance Sheet:
Assets
	Derivative assets	$	1	$	9,149	$	9,150	$	—	$	10,132	$	10,132
	Long-term derivative		193		37,445		37,638		48		37,655		37,703
	Total assets	$	194	$	46,594	$	46,788	$	48	$	47,787	$	47,835
Liabilities
	Derivative liabilities	$	656	$	2,793	$	3,449	$	782	$	2,492	$	3,274
	Long-term derivative liabilities		1,216		8,981		10,197		3,652		6,498		10,150
	Total liabilities	$	1,872	$	11,774	$	13,646	$	4,434	$	8,990	$	13,424

        The following tables reflect the amounts that are recorded in the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2009 and 2010 related to derivative financial instruments (in thousands):

			Three Months Ended June 30, 2009									Three Months Ended June 30, 2010
			Interest Rate Derivatives			Commodity Derivative Instruments			Total			Interest Rate Derivatives			Commodity Derivative Instruments			Total
Statement of Operations:
Revenue:
		Net cash settlements	$	—		$	418		$	418		$	—		$	1,358		$	1,358
		Fair value changes		—			(7,585	)		(7,585	)		—			(10,456	)		(10,456	)
				—			(7,167	)		(7,167	)		—			(9,098	)		(9,098	)
Other Operating:
	Other expenses
		Fair value changes		(1,546	)		—			(1,546	)		(1,825	)		—			(1,825	)
	Interest expense, net of capitalized interest
		Net cash settlements		—			—			—			106			—			106
			$	(1,546	)	$	(7,167	)	$	(8,713	)	$	(1,719	)	$	(9,098	)	$	(10,817	)

F-57

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 7—DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

			Year-to-date Six Months Ended June 30, 2009								Year-to-date Six Months Ended June 30, 2010
			Interest Rate Derivatives			Commodity Derivative Instruments		Total			Interest Rate Derivatives			Commodity Derivative Instruments		Total
Statement of Operations:
Revenue:
		Net cash settlements	$	—		$	6,558	$	6,558		$	—		$	5,018	$	5,018
		Fair value changes		—			12,708		12,708			—			3,976		3,976
				—			19,266		19,266			—			8,994		8,994
Other Operating:
	Other expenses
		Fair value changes		(519	)		—		(519	)		(2,707	)		—		(2,707	)
			$	(519	)	$	19,266	$	18,747		$	(2,707	)	$	8,994	$	6,287

        The Company was a party to four commodity swap contracts, three interest rate swap contracts and two interest rate cap contracts as of December 31, 2009. As of June 30, 2010, the Company was a party to four commodity swap contracts, three interest rate swap contracts and one interest rate cap contract, the details of which are as follows:

									December 31, 2009								June 30, 2010
			Current or Remaining Notional Amount
		Underlying			Units	Periodic Settlement	Expiration		Derivative Assets		Derivative Liabilities		Long-term Derivative Assets		Long-term Derivative Liabilities		Derivative Assets		Derivative Liabilities		Long-term Derivative Assets		Long-term Derivative Liabilities
Commodity Swaps:
Project:
	Cohocton	NYISO Zone C Real-Time Power		2,195,784	MWH	Monthly		2020	$	3,426	$	—		9,537	$	—	$	3,868	$	—		5,837	$	—
	Stetson I and Stetson II	ISO-NE Mass Hub Real-Time Power		1,202,805	MWH	Monthly		2019		4,957		—		25,578		—		5,458		—		29,558		—
	Steel Winds I	NYISO Zone A Real-Time Power		322,375	MWH	Monthly		2016		766		—		2,330		—		806		—		2,260		—
	Kaheawa Wind Power I	NYMEX WTI Crude Oil Front Month		256,123	BBL	Quarterly		2013		—		2,793		—		8,981		—		2,493		—		6,498
Interest Rate Hedges:
Entity:
	Stetson Holdings, LLC(1)	6-Month LIBOR	$	56,568,976	USD	Semiannual		2016		—		178		193		794		—		461		48		2,988
	Maine Wind Partners, LLC	3-Month LIBOR	$	7,715,000	USD	Quarterly		2017		—		341		—		422		—		320		—		664
	First Wind Acquisition, LLC(2)	1-Month LIBOR	$	—	USD	Monthly		2010		1		137		—		—		—		—		—		—
									$	9,150	$	3,449	$	37,638	$	10,197	$	10,132	$	3,274	$	37,703	$	10,150

(1)

Includes two interest rate swaps and an interest rate cap

(2)

Includes interest rate cap

F-58

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 8—FAIR VALUE MEASUREMENTS

        The Company holds interest rate and commodity price swaps that are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches when market quotes are not readily accessible or available.

        Valuation techniques for fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's best estimate, considering all relevant information. These valuation techniques involve some level of management's estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors. The fair value hierarchy of the Company's inputs used to measure the fair value of assets and liabilities during the current period consists of three levels:

•

Level 1—Quoted prices for identical instruments in active markets.

•

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

•

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        Level 2 instruments require modeling for valuation in which significant valuation inputs come from the market. The Company uses current market information as of the measurement date, such as prices of crude oil and Eurodollar interest rate contracts traded on a major exchange, to calculate the fair value of the derivative instruments.

        Level 3 instruments are those that reflect the Company's estimates about the assumptions market participants would use in pricing the instrument, made based on the best information available as of the valuation date. The majority of the Company's Level 3 instruments are power swap contracts that cannot be directly valued based on quoted market prices due to contract features such as long duration or illiquid location. The fair value of such power swap contracts is computed based on relevant prices quoted in the power and natural gas forward markets, combined with certain extrapolation assumptions for the relations between natural gas and power prices and between power prices at traded and non-traded locations.

        If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the least observable input that is significant to the fair value measurement of the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

F-59

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 8—FAIR VALUE MEASUREMENTS (Continued)

        In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's financial assets and liabilities that are required to be measured at fair value as of June 30, 2010 (in thousands):

		June 30, 2010
		Fair Value Measurements Using
		Level 1		Level 2		Level 3		Total
Assets:
	Interest rate derivatives	$	—	$	48	$	—	$	48
	Commodity price swap derivatives		—		—		47,787		47,787
		$	—	$	48	$	47,787	$	47,835
Liabilities:
	Interest rate derivatives	$	—	$	4,434	$	—	$	4,434
	Commodity price swap derivatives		—		8,990		—		8,990
		$	—	$	13,424	$	—	$	13,424

        The following table sets forth a reconciliation of changes in the fair value of derivative instruments classified as Level 3 in the fair value hierarchy for the six months ended June 30, 2010 (in thousands):

Balance as of December 31, 2009		$	46,594
	Net unrealized gains included in earnings		7,552
	Net realized gains included in earnings		(6,359	)
Balance as of June 30, 2010		$	47,787
Changes in unrealized gains relating to derivatives still held as of June 30, 2010		$	1,193

        Unrealized gains related to derivative instruments classified as level 3 have been recorded as a component of fair value changes in derivatives in the accompanying condensed consolidated statements of operations.

NOTE 9—RELATED PARTY TRANSACTIONS

Unit Redemption Agreement

        In March 2010, the Company met all conditions with respect to an earn-out due under a unit redemption agreement and, accordingly made a payment of $4.5 million to one of its members.

F-60

FIRST WIND HOLDINGS, LLC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

NOTE 10—COMMITMENTS AND CONTINGENCIES

Power Purchase Agreements

        The Company's Steel Winds I subsidiary had a power purchase agreement (PPA) that expired on December 31, 2009. The Company signed a new 5-year PPA, in January 2010, for the sale of the generated energy, RECs, capacity and ancillary services.

        In February 2010, First Wind received an approximately $232 million prepayment for energy under its Milford I PPA, which is recorded as deferred revenue. The Company recognizes revenue for guaranteed generation under the Milford I PPA as generated, utilizing a straight-line price based on the prepayment it has received for guaranteed energy. The Company is contractually obligated to deliver a minimum amount of energy to SCPPA in connection with the prepayment. In the event the Company does not deliver the contractual amount of energy, the Company may be required to purchase and deliver replacement energy.

Letters of Credit

        The Company's customers, vendors and regulatory agencies often require the Company to post letters of credit in order to guarantee performance under relevant contracts and agreements. The Company is also required to post letters of credit to secure obligations under various swap agreements and leases and may, from time to time, decide to post letters of credit in lieu of cash deposits in reserve accounts under certain financing arrangements. The amount that can be drawn under some of these letters of credit may be increased from time to time subject to the satisfaction of certain conditions. The Company is contingently liable for performance under letters of credit totaling $40.5 million and $60.7 million as of December 31, 2009 and June 30, 2010, respectively. As of June 30, 2010, the Company had total additional availability for certain specific subsidiaries under committed letters of credit facilities totaling $59.1 million.

Legal Proceedings

        The Company is involved from time to time in litigation and disputes arising in the normal course of business, including proceedings contesting its permits or the construction or operation of its projects. Some residents near its Mars Hill project have commenced litigation against us based on the Company's construction and operation of this project. While the outcome of this litigation cannot be predicted, the Company believes it will not have a material adverse effect on its financial condition, results of operations or cash flows.

F-61

PROJECTS AND MARKETS

Blue areas represent states in which we have projects in operation, in various stages of development or in construction or to which we sell power. Our ability to complete our projects as planned is subject to risks and uncertainties. See "Risk Factors."

PROJECTS UNDER CONSTRUCTION

Kahuku
Oahu, HI
30 MW
Milford II
Milford, UT
102 MW

          Shares

First Wind Holdings Inc.

Class A Common Stock

PROSPECTUS

          , 2010

        Until                        (25 days after the commencement of this offering), all dealers that buy, sell or trade the Class A common stock may be required to deliver a prospectus, regardless of whether they are participating in this offering. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the SEC registration fee and the FINRA filing fee, the amounts set forth below are estimates.

SEC registration fee	$	17,685
Legal fees and expenses*
FINRA filing fee		45,500
Nasdaq listing fee*
Printing and engraving expenses*
Transfer agent's and registrar's fees*
Accounting fees and expenses*
Miscellaneous*
Total	$

*

To be provided by amendment.

Item 14.    Indemnification of Officers and Directors

        Our certificate of incorporation provides that a director will not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of the law, (3) under section 174 of the DGCL for unlawful payment of dividends or improper redemption of stock or (4) for any transaction from which the director derived an improper personal benefit. In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our certificate of incorporation, will be limited to the fullest extent permitted by the amended DGCL. Our bylaws provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.

        Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys' fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

        Our certificate of incorporation also contains indemnification rights for our directors and our officers. Specifically, our certificate of incorporation provides that we shall indemnify our officers and

II-1

directors to the fullest extent authorized by the DGCL. Further, we may maintain insurance on behalf of our officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.

        We have obtained directors' and officers' insurance to cover our directors, officers and some of our employees for certain liabilities.

        We will enter into written indemnification agreements with our directors. Under these proposed agreements, if a director makes a claim of indemnification to us, either a majority of the independent directors or independent legal counsel selected by the board of directors or, if there has been a change of control, the indemnified director, must review the relevant facts and make a determination whether the director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) us to indemnify the director.

        The limited liability company agreement of First Wind Holdings, LLC contains provisions limiting the liability of First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors, to First Wind Holdings, LLC or any of its members. Moreover, the limited liability company agreement contains broad indemnification provisions for First Wind Holdings, LLC's managing member, members, officers and their respective affiliates, including our Sponsors. Because First Wind Holdings, LLC is a limited liability company, these provisions are not subject to the limitations on exculpation and indemnification contained in the Delaware General Corporation Law with respect to the indemnification that may be provided by a Delaware corporation to its directors and officers.

Item 15.    Recent Sales of Unregistered Securities

        In connection with its formation in May 2008, First Wind Holdings Inc. issued one share of its common stock to First Wind Holdings, LLC. The share was issued in reliance upon an exemption from registration afforded by Section 4(2) of the Securities Act. No underwriters, brokers or finders were involved in this issuance. The single share was issued by First Wind Holdings Inc. to First Wind Holdings, LLC in order to form First Wind Holdings Inc. and did not involve a public offering, which would require registration under the Securities Act of 1933.

        Since January 1, 2007, First Wind Holdings, LLC has granted to directors, officers and employees an aggregate of 95,744,117 Series B Units (consisting of Series B-2, B-3 and B-4 Units), of which 23,695,334 such Series B Units have been forfeited or cancelled. The issuances of the Series B Units to directors, officers and employees were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 as promulgated under the Securities Act.

        In addition, during the past three years, First Wind Holdings, LLC issued unregistered securities to the entities and persons described below. None of these transactions involved any underwriters or any public offerings, and we believe that each of these transactions was exempt from registration requirements pursuant to Section 3(a)(9) or Section 4(2) of the Securities Act of 1933, as amended. The recipients of the securities in these transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. The share numbers presented below do not give effect to the reorganization transactions described in the prospectus.

II-2

        During the fiscal year ended December 31, 2007, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date	Recipient	Securities Issued	Consideration Received by First Wind Holdings, LLC
January 3, 2007	UPC Wind Partners II, LLC	1,026,812 Series A Units	$1,026,812
	D. E. Shaw MWP Acquisition	6,050,000 Series A Units	$6,050,000
	Holdings, L.L.C.
	Madison Dearborn Capital	6,050,000 Series A Units	$6,050,000
	Partners IV, L.P.
	Paul Gaynor	12,791 Series A Units	$12,791
	Tim Rosenzweig	12,791 Series A Units	$12,791
	Steve Vavrik	12,791 Series A Units	$12,791
March 15, 2007	Michael Alvarez	183,743 Series A Units	$183,743

        During the fiscal year ended December 31, 2008, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date	Recipient	Securities Issued	Consideration Received by First Wind Holdings, LLC
February 22, 2008	UPC Wind Partners II, LLC	152,527 Series A Units	$152,527
May 3, 2008	UPC Wind Partners II, LLC	1,684,916 Series A Units	Conversion of $1,684,916 loan
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	10,786,422 Series A Units	Conversion of $10,786,422 loan
	Madison Dearborn Capital Partners IV, L.P.	10,786,422 Series A Units	Conversion of $10,786,422 loan
	Paul Gaynor	33,381 Series A Units	Conversion of $33,381 loan
	Tim Rosenzweig	33,381 Series A Units	Conversion of $33,381 loan
	Michael Alvarez	73,226 Series A Units	Conversion of $73,226 loan
	Steve Vavrik	33,381 Series A Units	Conversion of $33,381 loan
May 27, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	22,059,000 Series B Units	Purchasing of Series A Units
	Madison Dearborn Capital Partners IV, L.P.	22,059,000 Series B Units	Purchasing of Series A Units
May 29, 2008	UPC Wind Partners II, LLC	1,710,797 Series A Units	$1,710,797
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	10,080,048 Series A Units	$10,080,048
	Madison Dearborn Capital Partners IV, L.P.	10,080,048 Series A Units	$10,080,048
June 13, 2008	UPC Wind Partners II, LLC	3,190,518 Series A Units	$3,499,358
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	20,618,280 Series A Units	$20,618,280
	Madison Dearborn Capital Partners IV, L.P.	20,618,280 Series A Units	$20,618,280
June 27, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	10,538,232 Series A Units	$10,538,232
	Madison Dearborn Capital Partners IV, L.P.	10,538,232 Series A Units	$10,538,232
July 8, 2008	UPC Wind Partners II, LLC	308,840 Series A Units	$308,840
July 14, 2008	UPC Wind Partners II, LLC	1,630,710 Series A Units	$1,630,710
August 8, 2008	UPC Wind Partners II, LLC	157,852 Series A Units	$157,852
September 5, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	3,665,472 Series A Units	$3,665,472
	Madison Dearborn Capital Partners IV, L.P.	3,665,472 Series A Units	$3,665,472
September 19, 2008	UPC Wind Partners II, LLC	622,107 Series A Units	$622,107

II-3

Date	Recipient	Securities Issued	Consideration Received by First Wind Holdings, LLC
October 3, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	6,872,760 Series A Units	$6,872,760
	Madison Dearborn Capital Partners IV, L.P.	6,872,760 Series A Units	$6,872,760
October 31, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	3,390,562 Series A Units	$3,390,562
November 7, 2008	Madison Dearborn Capital Partners IV, L.P.	1,516,870 Series A Units	$1,516,870
November 14, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	6,419,438 Series A Units	$6,419,438
	Madison Dearborn Capital Partners IV, L.P.	8,293,130 Series A Units	$8,293,130
November 26, 2008	D. E. Shaw MWP Acquisition Holdings, L.L.C.	2,582,523 Series A Units	$2,582,523
	Madison Dearborn Capital Partners IV, L.P.	2,582,523 Series A Units	$2,582,523
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	1,291,262 Series A Units	$1,291,262
	Madison Dearborn Capital Partners IV, L.P.	1,291,262 Series A Units	$1,291,262
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	112,126,216 Series A Units	$112,126,216
	Madison Dearborn Capital Partners IV, L.P.	112,126,216 Series A Units	$112,126,216
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	30,000,000 Series A-1 Units	$30,000,000
	Madison Dearborn Capital Partners IV, L.P.	30,000,000 Series A-1 Units	$30,000,000
	D. E. Shaw MWP Acquisition Holdings, L.L.C.	37,000,000 Series A Units	$37,000,000
	Madison Dearborn Capital Partners IV, L.P.	37,000,000 Series A Units	$37,000,000

        Since December 31, 2008, First Wind Holdings, LLC issued the following unregistered securities for the consideration listed:

Date	Recipient	Securities Issued	Consideration Received by First Wind Holdings, LLC
January 30, 2009	D. E. Shaw MWP Acquisition Holdings, L.L.C.	16,000,000 Series A-1 Units	$16,000,000
	Madison Dearborn Capital Partners IV, L.P.	16,000,000 Series A-1 Units	$16,000,000
February 26, 2009	D. E. Shaw MWP Acquisition Holdings, L.L.C.	54,000,000 Series A-1 Units	$54,000,000
	Madison Dearborn Capital Partners IV, L.P.	54,000,000 Series A-1 Units	$54,000,000
April 13, 2009	UPC Wind Partners II, LLC	3,033,303 Series A-1 Units	Issued under Unit Redemption Agreement
July 17, 2009	PIP3PX FirstWind LLC Ltd.	16,088,750 Series A-2 Units	$6,238,413
	PIP3GV FirstWind LLC Ltd.	28,789,215 Series A-2 Units	$11,163,018
December 15, 2009	UPC Wind Partners II, LLC	1,466,697 Series A-1 Units	Issued under Unit Redemption Agreement

II-4

Item 16.    Exhibits and Financial Statement Schedule

(a)

Exhibits.

        The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K:

Exhibit Number			Description
	1.1	*	Form of Underwriting Agreement.
	2.1		Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and First Wind Merger, LLC.
	2.2		Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and certain D.E. Shaw entities.
	3.1		Form of Amended & Restated Certificate of Incorporation.
	3.2		Form of Amended & Restated Bylaws.
	5.1	*	Opinion of Davis Polk & Wardwell LLP.
	10.1	**†	2009 Omnibus Agreement, dated November 25, 2009, among First Wind Energy, LLC, New York Wind, LLC, UPC Wind Acquisition IV, LLC, Niagara Wind Power, LLC, UPC Wind Acquisition V, LLC, Clipper Windpower, Inc., Clipper and Clipper Fleet Services, Inc.
	10.2	**†	Amended and Restated Turbine Supply Agreement, dated December 31, 2007, between First Wind Acquisition IV, LLC (f/k/a UPC Wind Acquisition IV, LLC), as Purchaser, and Clipper Turbine Works, Inc., as Supplier.
	10.3	**†	Amendment No. 1 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated December 30, 2008, between Clipper and UPC Wind Acquisition IV, LLC.
	10.4	**†	Amendment No. 2 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated April 22, 3009, between Clipper and UPC Wind Acquisition IV, LLC.
	10.5	**	Assignment and Assumption Agreement, dated April 22, 2009, between First Wind Acquisition IV, LLC and Milford Wind Corridor Phase I, LLC.
	10.6	**	Power Purchase Contract for as Available Energy, dated December 3, 2004, between Maui Electric Company, Limited, as Buyer, and Kaheawa Wind Power LLC, as Seller.
	10.7	**†	Energy Management Services Agreement, dated July 31, 2006, between Evergreen Wind Power, LLC, as Seller, and New Brunswick Power Generation Corporation, as Buyer.
	10.8	**	Power Purchase Agreement, dated March 16, 2007, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
	10.9	**	First Amendment to Power Purchase Agreement, dated January 16, 2009, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
	10.10	**†	Fourth Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

II-5

Exhibit Number			Description
	10.11	**†	Amendment No. 1 to Fourth Amended and Restated Secured Promissory Note, dated November 30, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.12	**†	Amendment No. 2 to Fourth Amended and Restated Secured Promissory Note, dated December 22, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.13	**†	Second Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.14	**†	Second Amended and Restated Guaranty, dated July 17, 2009, by First Wind Holdings, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.15	**	Amendment No. 1 to Second Amended and Restated Guaranty, dated November 30, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.16	**	Amendment No. 2 to Second Amended and Restated Guaranty, dated December 22, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.17	**†	Amended and Restated Credit Agreement, dated December 22, 2009, among CSSW, LLC, CSSW Holdings, LLC, the Lenders party thereto, and Wells Fargo Bank, National Association.
	10.18	**	Intercreditor Agreement, dated July 17, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
	10.19	**	Amendment No. 1 to Intercreditor Agreement, dated December 22, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
	10.20	**	First Lien Guarantee and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association.
	10.21	**	Amendment No. 1 to First Lien Guarantee and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
	10.22	**	Amendment No. 2 to First Lien Guarantee and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
	10.23	**	Second Lien Guaranty and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC, certain of its Subsidiaries, and HSH Nordbank AG, New York Branch.
	10.24	**	Amendment No. 1 to Second Lien Guaranty and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
	10.25	**	Amendment No. 2 to Second Lien Guaranty and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
	10.26	**†	Financing Agreement, dated December 22, 2009, among Stetson Holdings, LLC, BNP Paribas, HSH Nordbank AG, New York Branch, and the Lender parties thereto.

II-6

Exhibit Number			Description
	10.27	**	Amendment No. 1 to Financing Agreement, dated December 29, 2009, between Stetson Holdings, LLC and BNP Paribas.
	10.28	**†	Amended and Restated Limited Liability Company Agreement of UPC Hawaii Wind Partners II, LLC, dated August 16, 2007.
	10.29	**†	Equity Contribution and Purchase Agreement, dated September 28, 2009, among Milford NHC, LLC, Milford Wind Holdings, LLC, Milford Wind Partners, LLC, and Stanton Equity Trading Delaware LLC.
	10.30	**†	First Amended and Restated Limited Liability Company Agreement of Milford Wind Partners, LLC, dated September 28, 2009, between Milford NHC, LLC and Stanton Equity Trading Delaware LLC.
	10.31	**†	Unit Redemption Agreement, dated April 28, 2006, between UPC Wind Partners II, LLC and UPC Wind Partners, LLC.
	10.32	**†	Amendment Agreement to Unit Redemption Agreement, dated December 12, 2008, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
	10.33		Form of Limited Liability Company Agreement of First Wind Holdings, LLC.
	10.34		Form of Tax Receivable Agreement.
	10.35	*	Form of Nominating Agreement.
	10.36		Form of Registration Rights Agreement.
	10.37	**	2009 Employee Bonus Plan.
	10.38	*	LTIP.
	10.39	**	Form of Non-Competition Agreement.
	10.40	**	Form of Non-Solicitation and Non-Disclosure Agreement.
	10.41	**	Form of Noncompetition, Confidentiality and Release Agreement.
	10.42	**	Form of Restricted Unit Agreement.
	10.43	**	Form of Restricted Unit Agreement.
	10.44	**	Severance Pay Plan of First Wind Energy LLC.
	10.45	*	Form of Indemnification Agreement.
	10.46	**	Amendment Agreement No. 2 to Unit Redemption Agreement, dated March 18, 2010, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
	10.47		Form of Exchange Agreement.
	16.1	**	Letter of KPMG LLP.
	21.1	*	List of subsidiaries.
	23.1		Report and Consent of Ernst & Young LLP.
	23.2		Report and Consent of KPMG LLP.
	23.3	*	Consent of Davis Polk & Wardwell LLP (in Exhibit 5.1).
	24.1	**	Power of Attorney.

II-7

Exhibit Number			Description
	24.2	**	Power of Attorney.

*

To be filed by amendment.

**

Previously filed.

†

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

(b)

Financial Statements Schedule

        The following schedule is filed herewith pursuant to the requirements of Regulation S-X:

Schedule Number		Description
	I	Condensed Parent Company Financial Information.

        All other schedules have been omitted because they are not required, are not applicable, or the information is included in the Consolidated Financial Statements or Notes thereto.

II-8

SCHEDULE I


First Wind Holdings, LLC


Condensed Parent Company Balance Sheets


(in thousands)

			December 31,
			2008			2009
Assets
Current assets:
	Cash and cash equivalents		$	—		$	6,804
	Deferred financing costs, net			2,311			—
		Total current assets		2,311			6,804
Noncurrent assets:
	Investments in subsidiaries			562,608			653,568
		Total assets	$	564,919		$	660,372
Liabilities and Members' Capital
Current liabilities:
	Accounts payable and accrued expenses		$	72		$	—
	Current portion of long-term debt			25,973			—
	Other liabilities			—			4,350
		Total current liabilities		26,045			4,350
Members' capital:
	First Wind Holdings, LLC members' capital			670,484			847,251
	Accumulated deficit			(131,610	)		(191,229	)
		Total First Wind Holdings, LLC members' capital		538,874			656,022
		Total liabilities and members' capital	$	564,919		$	660,372

II-9

SCHEDULE I


First Wind Holdings, LLC


Condensed Parent Company Statements of Operations


(in thousands)

		Years Ended December 31,
		2007			2008			2009
General and administrative		$	40		$	4,445		$	—
Total other operating expenses			40			4,445			—
Risk management activities related to non-operating projects			—			685			—
Interest expense (income)			163			2,483			(45	)
Other income			(158	)		(345	)		—
	Income (loss) before equity in undistributed losses of subsidiaries		(45	)		(7,269	)		45
Equity in undistributed losses of subsidiaries			(68,026	)		(7,789	)		(59,664	)
Net loss		$	(68,071	)	$	(15,058	)	$	(59,619	)

II-10

SCHEDULE I


First Wind Holdings, LLC


Condensed Parent Company Statements of Cash Flows


(in thousands)

		Years Ended December 31,
		2007			2008			2009
Cash flows from operating activities:
Net Loss		$	(68,071	)	$	(15,058	)	$	(59,619	)
Adjustments to reconcile net loss to net cash used by operating activities:
	Unrealized loss on derivative		194			(194	)		—
	Equity in undistributed losses of subsidiaries		68,026			6,589			59,664
	Amortization and write-offs of deferred financing costs		—			2,347			—
Changes in operating assets and liabilities:
	Accounts payable and accrued expenses		2,010			(1,938	)		(72	)
	Other assets		560			—			—
	Net cash provided by (used) in operating activities		2,719			(8,254	)		(27	)
Cash flows from investing activities:
	Investments in subsidiaries		(207,178	)		(368,601	)		(130,470	)
Cash flows from financing activities:
	Deferred financing costs		(4,189	)		(3,665	)		—
	Proceeds from borrowings		133,577			172,548			—
	Proceeds from loans from related parties		21,722			—			—
	Net proceeds received from subsidiaries		33,455			—			—
	Repayment of borrowings		—			(280,151	)		(25,973	)
	Proceeds from capital contributions		13,349			496,714			164,274
	Distribution to members		—			(8,591	)		(1,000	)
	Net cash provided by financing activities		197,914			376,855			137,301
	Net increase (decrease) in cash and cash equivalents		(6,545	)		—			6,804
Cash and cash equivalents, beginning of year			6,545			—			—
Cash and cash equivalents, end of year		$	—		$	—		$	6,804

Basis of Presentation

        First Wind Holdings, LLC is a holding company that conducts substantially all of its business operations through its subsidiaries. First Wind Holdings, LLC was formed in Delaware on January 2, 2002. Pursuant to tax equity financing transactions entered into by certain subsidiaries of First Wind Holdings, LLC, there are significant restrictions on the transfer of assets from these subsidiaries to First Wind Holdings, LLC. The restricted net assets represented more than 25% of First Wind Holdings, LLC's consolidated net assets as of December 31, 2009. Accordingly, the condensed financial statements of First Wind Holdings, LLC have been presented on an unconsolidated "parent-only" basis.

        Certain note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Because the unconsolidated condensed financial statements do not include all of the notes required by U.S. generally accepted accounting principles, they should be read in conjunction with the consolidated financial statements of First Wind Holdings, LLC included elsewhere in this registration statement on Form S-1.

II-11

Item 17.    Undertakings

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C under the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (4)   For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-12

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 7 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on August 18, 2010.

FIRST WIND HOLDINGS INC.
By:	/s/ PAUL GAYNOR
	Name:	Paul Gaynor
	Title:	Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, the Amendment No. 7 to Registration Statement has been signed by the following persons in the capacities indicated below on August 18, 2010.

Signature	Capacity	Date
/s/ PAUL GAYNOR Paul Gaynor	Director and Chief Executive Officer (Principal Executive Officer)	August 18, 2010
/s/ MICHAEL ALVAREZ Michael Alvarez	President and Chief Financial Officer (Principal Financial Officer)	August 18, 2010
/s/ ANDREW URSITTI Andrew Ursitti	Vice President and Chief Accounting Officer (Principal Accounting Officer)	August 18, 2010
* Richard Aube	Director	August 18, 2010
* Patrick Eilers	Director	August 18, 2010
* Peter Gish	Director	August 18, 2010
* Stephen Key	Director	August 18, 2010

II-14

Signature		Capacity	Date
* Bryan Martin		Director	August 18, 2010
* Jim Mogg		Director and Chairman of the Board	August 18, 2010
* Matthew Raino		Director	August 18, 2010
* Pat Wood, III		Director	August 18, 2010
*	/s/ PAUL GAYNOR Paul Gaynor (Attorney-in-Fact)

II-15

INDEX TO EXHIBITS

Exhibit Number			Description
	1.1	*	Form of Underwriting Agreement.
	2.1		Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and First Wind Merger, LLC.
	2.2		Agreement and Plan of Merger among First Wind Holdings Inc., First Wind Holdings, LLC and certain D. E. Shaw entities.
	3.1		Form of Amended & Restated Certificate of Incorporation of First Wind Holdings Inc.
	3.2		Form of Amended & Restated Bylaws of First Wind Holdings Inc.
	5.1	*	Opinion of Davis Polk & Wardwell LLP.
	10.1	**†	2009 Omnibus Agreement, dated November 25, 2009, among First Wind Energy, LLC, New York Wind, LLC, UPC Wind Acquisition IV, LLC, Niagara Wind Power, LLC, UPC Wind Acquisition V, LLC, Clipper Windpower, Inc., Clipper and Clipper Fleet Services, Inc.
	10.2	**†	Amended and Restated Turbine Supply Agreement, dated December 31, 2007, between First Wind Acquisition IV, LLC (f/k/a UPC Wind Acquisition IV, LLC), as Purchaser, and Clipper Turbine Works, Inc., as Supplier.
	10.3	**†	Amendment No. 1 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated December 30, 2008, between Clipper and UPC Wind Acquisition IV, LLC.
	10.4	**†	Amendment No. 2 to the Amended and Restated Turbine Supply Agreement and Amended and Restated Warranty Agreement, dated April 22, 3009, between Clipper and UPC Wind Acquisition IV, LLC.
	10.5	**	Assignment and Assumption Agreement, dated April 22, 2009, between First Wind Acquisition IV, LLC and Milford Wind Corridor Phase I, LLC.
	10.6	**	Power Purchase Contract for as Available Energy, dated December 3, 2004, between Maui Electric Company, Limited, as Buyer, and Kaheawa Wind Power LLC, as Seller.
	10.7	**†	Energy Management Services Agreement, dated July 31, 2006, between Evergreen Wind Power, LLC, as Seller, and New Brunswick Power Generation Corporation, as Buyer.
	10.8	**	Purchase Power Agreement, dated March 16, 2007, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
	10.9	**	First Amendment to Power Purchase Agreement, dated January 16, 2009, between Southern California Public Power Authority, as Buyer, and Milford Wind Corridor Phase I, LLC, as Seller.
	10.10	**†	Fourth Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.11	**†	Amendment No. 1 to Fourth Amended and Restated Secured Promissory Note, dated November 30, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.12	**†	Amendment No. 2 to Fourth Amended and Restated Secured Promissory Note, dated December 22, 2009, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.

II-16

Exhibit Number			Description
	10.13	**†	Second Amended and Restated Secured Promissory Note, dated July 17, 2009, by First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.14	**†	Second Amended and Restated Guaranty, dated July 17, 2009, by First Wind Holdings, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.15	**	Amendment No. 1 to Second Amended and Restated Guaranty, dated November 30, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.16	**	Amendment No. 2 to Second Amended and Restated Guaranty, dated December 22, 2009, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.17	**†	Amended and Restated Credit Agreement, dated December 22, 2009, among CSSW, LLC, CSSW Holdings, LLC, the Lenders party thereto, and Wells Fargo Bank, National Association.
	10.18	**	Intercreditor Agreement, dated July 17, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
	10.19	**	Amendment No. 1 to Intercreditor Agreement, dated December 22, 2009, between Wells Fargo Bank, National Association and HSH Nordbank AG, New York Branch.
	10.20	**	First Lien Guarantee and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association.
	10.21	**	Amendment No. 1 to First Lien Guarantee and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
	10.22	**	Amendment No. 2 to First Lien Guarantee and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, PIP3PX FirstWind Debt Ltd., and PIP3GV FirstWind Debt Ltd., and Wells Fargo Bank, National Association.
	10.23	**	Second Lien Guaranty and Security Agreement, dated July 17, 2009, among CSSW Holdings, LLC, CSSW, LLC, certain of its Subsidiaries, and HSH Nordbank AG, New York Branch.
	10.24	**	Amendment No. 1 to Second Lien Guaranty and Security Agreement, dated November 12, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
	10.25	**	Amendment No. 2 to Second Lien Guaranty and Security Agreement, dated December 22, 2009, among CSSW Holdings, LLC, CSSW, LLC, and HSH Nordbank AG, New York Branch.
	10.26	**†	Financing Agreement, dated December 22, 2009, among Stetson Holdings, LLC, BNP Paribas, HSH Nordbank AG, New York Branch, and the Lender parties thereto.
	10.27	**	Amendment No. 1 to Financing Agreement, dated December 29, 2009, between Stetson Holdings, LLC and BNP Paribas.
	10.28	**†	Amended and Restated Limited Liability Company Agreement of UPC Hawaii Wind Partners II, LLC, dated August 16, 2007.
	10.29	**†	Equity Contribution and Purchase Agreement, dated September 28, 2009, among Milford NHC, LLC, Milford Wind Holdings, LLC, Milford Wind Partners, LLC, and Stanton Equity Trading Delaware LLC.

II-17

Exhibit Number			Description
	10.30	**†	First Amended and Restated Limited Liability Company Agreement of Milford Wind Partners, LLC, dated September 28, 2009, between Milford NHC, LLC and Stanton Equity Trading Delaware LLC.
	10.31	**†	Unit Redemption Agreement, dated April 28, 2006, between UPC Wind Partners II, LLC and UPC Wind Partners, LLC.
	10.32	**†	Amendment Agreement to Unit Redemption Agreement, dated December 12, 2008, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
	10.33		Form of Limited Liability Company Agreement of First Wind Holdings, LLC.
	10.34		Form of Tax Receivable Agreement.
	10.35	*	Form of Nominating Agreement.
	10.36		Form of Registration Rights Agreement.
	10.37	**	2009 Employee Bonus Plan.
	10.38	*	LTIP.
	10.39	**	Form of Non-Competition Agreement.
	10.40	**	Form of Non-Solicitation and Non-Disclosure Agreement.
	10.41	**	Form of Noncompetition, Confidentiality and Release Agreement.
	10.42	**	Form of Restricted Unit Agreement.
	10.43	**	Form of Restricted Unit Agreement.
	10.44	**	Severance Pay Plan of First Wind Energy LLC.
	10.45	*	Form of Indemnification Agreement.
	10.46	**	Amendment Agreement No. 2 to Unit Redemption Agreement, dated March 18, 2010, between First Wind Holdings, LLC and UPC Wind Partners II, LLC.
	10.47		Form of Exchange Agreement.
	16.1	**	Letter of KPMG LLP.
	21.1	*	List of subsidiaries.
	23.1		Report and Consent of Ernst & Young LLP.
	23.2		Report and Consent of KPMG LLP.
	23.3	*	Consent of Davis Polk & Wardwell LLP (in Exhibit 5.1).
	24.1	**	Power of Attorney.
	24.2	**	Power of Attorney.

*

To be filed by amendment.

**

Previously filed.

†

Certain portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text). This exhibit has been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

II-18

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

FIRST WIND MERGER, LLC

Dated as of           , 2010

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINED TERMS
Section 1.01.	Definitions	1
Section 1.02.	Other Definitional and Interpretative Provisions	3
ARTICLE 2
THE MERGER
Section 2.01.	The Merger	4
Section 2.02.	Conversion and Cancellation of Interests	4
Section 2.03.	Issuance of Series A Membership Interests	5
Section 2.04.	Closing Deliverables	5
Section 2.05.	Cancellation of HSHN Warrant	6
ARTICLE 3
THE SURVIVING LIMITED LIABILITY COMPANY
Section 3.01.	Name of Surviving LLC	6
Section 3.02.	LLC Agreement	6
ARTICLE 4
TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES
Section 4.01.	Transfer, Conveyance and Assumption	7
Section 4.02.	Further Assurances	7
ARTICLE 5
CONDITIONS TO THE MERGER
Section 5.01.	Conditions to the Obligations of Each Party	7
ARTICLE 6
TERMINATION
Section 6.01.	Termination	8

i

ARTICLE 7
MISCELLANEOUS
Section 7.01.	Survival of Representations and Warranties	8
Section 7.02.	Amendments; No Waivers	8
Section 7.03.	Integration	8
Section 7.04.	Successors and Assigns	8
Section 7.05.	Governing Law	9
Section 7.06.	Counterparts; Effectiveness	9
Section 7.07.	WAIVER OF JURY TRIAL	9
Exhibit A —	Form of Certificate of Merger
Exhibit B —	Form of Exchange Agreement
Exhibit C —	Form of Registration Rights Agreement
Exhibit D —	Form of Tax Receivable Agreement
Exhibit E —	Form of Blocker Merger Agreement
Exhibit F —	Form of Nominating Agreement
Exhibit G —	Form of LLC Agreement

ii

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

FIRST WIND MERGER, LLC

AGREEMENT AND PLAN OF MERGER, dated as of           , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”).  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, the Company desires to acquire the properties and other assets, and to assume all of the liabilities and obligations, of Merger LLC, a wholly owned subsidiary of WIND, by means of a merger of Merger LLC with and into the Company;

WHEREAS, Section 18-209 of the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Delaware LLC Act”), authorizes the merger of a Delaware limited liability company with and into another Delaware limited liability company;

WHEREAS, the Company and Merger LLC now desire to merge (the “Merger”), following which the Company shall be the surviving entity;

WHEREAS, members holding the requisite amount of membership interests in the Company have approved this Agreement and the consummation of the Merger; and

WHEREAS, the sole member of Merger LLC has approved this Agreement and the consummation of the Merger;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Agreement” is defined in the preamble.

“Applicable Law” means (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“Blocker Merger Agreement” is defined in Section 2.04(d).

“Certificate of Merger” is defined in Section 2.01(a).

“Class A Shares” means shares of Class A common stock, par value $0.001 per share, of WIND.

“Class B Shares” means shares of Class B common stock, par value $0.001 per share, of WIND.

“Company” is defined in the preamble.

“Delaware LLC Act” is defined in the recitals.

“Effective Date” is defined in Section 2.01(a).

“Effective Time” is defined in Section 2.01(a).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time.

“Exchange Agreement” is defined in Section 2.04(a).

“HSHN” means HSH Nordbank AG, New York Branch.

“HSHN Warrant” means the Warrant for the Purchase of Series A-1 Units, dated as of December 12, 2008, issued by the Company to HSHN.

“LLC Agreement” is defined in Section 3.02.

“Member” means (i) with respect to the Company, “Member” as defined in the Prior LLC Agreement and (ii) with respect to Merger LLC, WIND as the sole limited liability company member of Merger LLC.

“Merger” is defined in the recitals.

“Merger LLC” is defined in the preamble.

2

“Nominating Agreement” is defined in Section 2.04(e).

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Prior LLC Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of First Wind Holdings, LLC, dated as of July 17, 2009.

“Registration Rights Agreement” is defined in Section 2.04(b).

“Restricted Unit Agreement” is defined in the Prior LLC Agreement.

“Series A Membership Interest” is defined in the LLC Agreement.

“Series A Units” is defined in the Prior LLC Agreement.

“Series A-1 Units” is defined in the Prior LLC Agreement.

“Series A-2 Units” is defined in the Prior LLC Agreement.

“Series B Member” means a holder of a Series B Membership Interest.

“Series B Membership Interest” is defined in the LLC Agreement.

“Series B-1 Units” is defined in the Prior LLC Agreement.

“Series B-2 Units” is defined in the Prior LLC Agreement.

“Tax Receivable Agreement” is defined in Section 2.04(c).

“Unvested Series B Unit” is defined in the Prior LLC Agreement.

“WIND” is defined in the preamble.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural,

3

and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

ARTICLE 2

THE MERGER

Section 2.01.  The Merger. (a) After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, as WIND, the Company and Merger LLC shall determine, Merger LLC shall merge with and into the Company, the Company shall file a certificate of merger (the “Certificate of Merger”) in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware and make all other filings or recordings required by the Delaware LLC Act in connection with the Merger.  The Merger shall become effective on such date (the “Effective Date”) and at such time (the “Effective Time”) as is specified in the Certificate of Merger.

(b)   At the Effective Time, Merger LLC shall be merged with and into the Company, whereupon the separate existence of Merger LLC shall cease, and the Company shall be the surviving entity of the Merger (the “Surviving LLC”) in accordance with Section 18-209 of the Delaware LLC Act.

Section 2.02.  Conversion and Cancellation of Interests.  At the Effective Time (and after the transactions contemplated by Section 2.02 (a) and (b)(x) of the Blocker Merger Agreement):

(a)   In accordance with waterfall provisions of Section 6.1 of the Prior LLC Agreement, by virtue of the Merger and without any action on the part of any Member:

(i)    the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue the same number of Class B Shares, to each Member holding Series A Units immediately prior to the Effective Time, in respect of each Series A Unit held by such Member immediately prior to the Effective Time;

(ii)   the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue the same number of Class B Shares, to each Member holding Series A-

4

1 Units immediately prior to the Effective Time, in respect of each Series A-1 Unit held by such Member immediately prior to the Effective Time;

(iii)  the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue the same number of Class B Shares, to each Member holding Series A-2 Units immediately prior to the Effective Time, in respect of each Series A-2 Unit held by such Member immediately prior to the Effective Time;

(iv)  WIND shall issue      Class A Shares to each Member holding Series B-1 Units immediately prior to the Effective Time, in respect of each Series B-1 Unit held by such Member immediately prior to the Effective Time; and

(v)   the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue the same number of Class B Shares, to each Member holding Series B-2 Units immediately prior to the Effective Time, in respect of each Series B-2 Unit held by such Member immediately prior to the Effective Time.

(b)   Each limited liability company interest in the Company outstanding immediately prior to the Effective Time, other than those expressly covered by subsection (a), shall, by virtue of the Merger and by operation of the Prior LLC Agreement and without any action on the part of the holder thereof, be canceled and no consideration shall be issued in respect thereof.

(c)   Each limited liability company interest in Merger LLC outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and no consideration shall be issued in respect thereof.

(d)   No fractional Series B Membership Interests shall be issued in the Merger.  The amount of Series B Membership Interests issued to any Member pursuant to subsection (a) will be rounded up to the next whole number.

(e)   Each Class A Share issued in respect of an Unvested Series B Unit shall be subject to the restrictions contained in, and vest or remain unvested in the manner and subject to the conditions set forth in, the applicable Restricted Unit Agreement.

Section 2.03.  Issuance of Series A Membership Interests.  At the Effective Time, and as consideration for the Class A Shares and Class B Shares issued by WIND pursuant to Section 2.02, the Company shall issue a number of Series A Membership Interests to WIND equal to the number of Class A Shares issued by WIND pursuant to Section 2.02(a)(iv).

Section 2.04.  Closing Deliverables.  Immediately after the Effective Time, WIND shall deliver, or cause to be delivered, to the parties thereto, the following documents (collectively, the “Closing Deliverables”):

5

(a)      the Exchange Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit B (the “Exchange Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;

(b)      the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”) duly executed by WIND and such of the other parties thereto as have executed the same;

(c)       the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto substantially in the form attached hereto as Exhibit D (the “Tax Receivable Agreement”) duly executed by WIND, the Company and such of the other parties thereto as have executed the same;

(d)      The Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto substantially in the form attached hereto as Exhibit E (the “Blocker Merger Agreement”) duly executed by WIND, the Company and the other parties thereto; and

(e)       The Nominating Agreement dated as of the Effective Date among WIND, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. substantially in the form attached hereto as Exhibit F (the “Nominating Agreement”) duly executed by WIND and the other parties thereto.

Section 2.05.  Cancellation of HSHN Warrant.  Immediately after the Effective Time, upon exercise by HSHN of the HSHN Warrant to the Surviving LLC, the Surviving LLC shall issue      Series B Membership Interests, and WIND shall issue a corresponding number of Class B Shares, to HSHN, in consideration of the exercise thereof.

ARTICLE 3

THE SURVIVING LIMITED LIABILITY COMPANY

Section 3.01.  Name of Surviving LLC.  The name of the Surviving LLC shall be First Wind Holdings, LLC.

Section 3.02.  LLC Agreement.  The Limited Liability Company Agreement of Merger LLC substantially in the form attached hereto as Exhibit G (the “LLC Agreement”) shall be the operating agreement of the Surviving LLC unless and until amended in accordance with its terms and Applicable Law.

6

ARTICLE 4

TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES

Section 4.01.  Transfer, Conveyance and Assumption.  At the Effective Time, the Company shall continue in existence as the Surviving LLC, and, except as set forth in Section 2.02, without further transfer, succeed to and possess all of the rights, privileges and powers of Merger LLC, and all of the assets and property of whatever kind and character of Merger LLC shall vest in the Company without further act or deed; thereafter, the Company, as the Surviving LLC, shall be liable for all of the liabilities and obligations of Merger LLC, and any claim or judgment against Merger LLC may be enforced against the Company, as the Surviving LLC, in accordance with Section 18-209 of the Delaware LLC Act.

Section 4.02.  Further Assurances.  If at any time the Company shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving LLC the title to any property or right of Merger LLC, or otherwise to carry out the provisions hereof, the proper representatives of Merger LLC as of the Effective Time shall execute and deliver any and all proper deeds, assignments and assurances and do all things necessary or proper to vest, perfect or convey title to such property or right in the Surviving LLC, and otherwise to carry out the provisions hereof.

ARTICLE 5

CONDITIONS TO THE MERGER

Section 5.01.  Conditions to the Obligations of Each Party.  The obligations of WIND, the Company and Merger LLC to consummate the Merger are subject to the satisfaction of the following conditions as of the Effective Time:

(a)   no provision of any Applicable Law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger;

(b)   all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Merger shall have been obtained;

(c)   this Agreement shall have been adopted by the requisite number of the members of the Company and Merger LLC required by and in accordance with Applicable Law; and

(d)   WIND shall be ready, willing and able to deliver the Closing Deliverables pursuant to Section 2.04.

7

ARTICLE 6

TERMINATION

Section 6.01.  Termination.  This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time:

(a)   by mutual written consent of WIND, the Company and Merger LLC; or

(b)   by either WIND, the Company or Merger LLC, if there shall be any law or regulation that makes consummation of the Merger illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining WIND, the Company or Merger LLC from consummating the Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable.

ARTICLE 7

MISCELLANEOUS

Section 7.01.  Survival of Representations and Warranties.  The representations and warranties and agreements contained herein or in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement.

Section 7.02.  Amendments; No Waivers.  (a) Any provisions of this Agreement may, subject to Applicable Law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by WIND, the Company and by Merger LLC.

(b)   No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.03.  Integration.  All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between WIND, the Company and Merger LLC regarding the subject matter of this Agreement are merged into this Agreement, and this Agreement shall constitute the entire understanding between WIND, the Company and Merger LLC with respect to the subject matter hereof.

Section 7.04.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto; and nothing in

8

this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.05.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

Section 7.06.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

Section 7.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:
FIRST WIND MERGER, LLC
By:
	Name:
	Title:

Exhibit A

to Merger Agreement

[Form of Certificate of Merger]

CERTIFICATE OF MERGER

of

FIRST WIND MERGER, LLC

with and into

FIRST WIND HOLDINGS, LLC

This Certificate of Merger of First Wind Merger, LLC with and into First Wind Holdings, LLC is being duly executed and filed by an authorized person of First Wind Holdings, LLC pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act.

FIRST:    The name of the surviving entity is First Wind Holdings, LLC, a Delaware limited liability company (the “Company”).  The name of the entity merging with and into the Company is First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”).

SECOND:               The Agreement and Plan of Merger, dated as of           , 2010 (the “Agreement and Plan of Merger”), among First Wind Holdings Inc., a Delaware corporation, the Company and Merger LLC has been duly approved and executed by each of the parties thereto.

THIRD:                  A copy of the Agreement and Plan of Merger will be furnished by the Company, without cost, to any member or any person holding an interest in the Company or Merger LLC, on request directed to the Company at 179 Lincoln Street, Suite 500, Boston, MA  02111, Attention: General Counsel.

FOURTH:              The effective date (the “Effective Date”) of this Certificate of Merger shall be upon the filing of this Certificate with the Secretary of State of the State of Delaware and the effective time (the “Effective Time”) hereof shall be 9:02 A.M. (New York City time) on such date.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Merger as of the          day of                         , 2010.

FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:

Exhibit B

to Merger Agreement

[Form of Exchange Agreement]

[See Exhibit 10.47 to Form S-1]

Exhibit C

to Merger Agreement

[Form of Registration Rights Agreement]

[See Exhibit 10.36 to Form S-1]

Exhibit D

to Merger Agreement

[Form of Tax Receivable Agreement]

[See Exhibit 10.34 to Form S-1]

Exhibit E

to Merger Agreement

[Form of Blocker Merger Agreement]

[See Exhibit 2.2 to Form S-1]

Exhibit F

to Merger Agreement

[Form of Nominating Agreement]

[See Exhibit 10.35 to Form S-1]

Exhibit G

to Merger Agreement

[Form of LLC Agreement]

[See Exhibit 10.33 to Form S-1]

EX-2.2

Exhibit 2.2

Exhibit E

to Merger Agreement

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

Dated as of           , 2010

TABLE OF CONTENTS

		PAGE
ARTICLE 1
DEFINED TERMS
Section 1.01.	Definitions	3
Section 1.02.	Other Definitional and Interpretative Provisions	5
ARTICLE 2
THE MERGER
Section 2.01.	The Merger	6
Section 2.02.	Cancellation of Interests; Conversion of Stock	6
Section 2.03.	Closing Deliverables	7
ARTICLE 3
THE SURVIVING CORPORATION
Section 3.01.	Name of Surviving Corporation	7
Section 3.02.	By-laws	7
ARTICLE 4
TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES
Section 4.01.	Transfer, Conveyance and Assumption	7
Section 4.02.	Further Assurances	8
ARTICLE 5
CONDITIONS TO THE BLOCKER MERGER
Section 5.01.	Conditions to the Obligations of Each Party	8
ARTICLE 6
TERMINATION
Section 6.01.	Termination	9
ARTICLE 7
MISCELLANEOUS
Section 7.01.	Survival of Representations and Warranties	9
Section 7.02.	Amendments; No Waivers	9

i

Section 7.03.	Integration	9
Section 7.04.	Successors and Assigns	10
Section 7.05.	Governing Law	10
Section 7.06.	Counterparts; Effectiveness	10
Section 7.07.	WAIVER OF JURY TRIAL	10
Exhibit A —	Form of Redemption and Distribution Agreement
Exhibit B —	Form of Certificate of Merger
Exhibit C —	Form of Amended and Restated Certificate of Incorporation
Exhibit D —	Form of Amended and Restated By-Laws

ii

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

AGREEMENT AND PLAN OF MERGER, dated as of           , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), D. E. Shaw MWPH Acquisition Holdings, L.L.C., a Delaware limited liability company (“Newco”), D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C., a Delaware limited liability company (“Blocker I”), D. E. Shaw CH-SP Series 8-01(C), L.L.C., a Delaware limited liability company (“Blocker II”), D. E. Shaw CH-SP Series 10-07(C), L.L.C., a Delaware limited liability company (“Blocker III”), D. E. Shaw CH-SP Series 11-06(C), L.L.C., a Delaware limited liability company (“Blocker IV”) and D. E. Shaw CH-SP Series 13-04(C), L.L.C., a Delaware limited liability company (“Blocker V”, and collectively with Blocker I, Blocker II, Blocker III and Blocker IV, the “Blocker LLCs”).  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, WIND, the Company, and First Wind Merger, LLC (“Merger LLC”) have entered into an Agreement and Plan of Merger dated as of           , 2010 (the “Company Merger Agreement”) pursuant to which, at the Effective Time, Merger LLC will merge with and into the Company, with the Company surviving such merger (the “Company Merger”);

WHEREAS, prior to the date of this Agreement, [Comp Holdings] (“DES Comp Holdings”) formed D. E. Shaw CH-SP Series 1 MWP Acquisition 2, L.L.C., D. E. Shaw CH-SP Series 8-03, L.L.C., D. E. Shaw CH-SP Series 10-08, L.L.C., D. E. Shaw CH-SP Series 11-07,

L.L.C. and D. E. Shaw CH-SP Series 13-07, L.L.C., each a Delaware limited liability company and wholly-owned subsidiary of DES Comp Holdings (collectively, the “Holdings LLCs”);

WHEREAS, prior to the date of this Agreement, Newco was formed as a Delaware limited liability company and is collectively owned by the Holdings LLCs;

WHEREAS, prior to the date of this Agreement, DES Comp Holdings caused the Holding LLCs to transfer 100% of the limited liability company interests in the Blocker LLCs (collectively, the “Blocker Interests”) to Newco;

WHEREAS, the Blocker LLCs currently each own a portion, and collectively own all, of the outstanding limited liability company interests (such interests, the “MWP Interests”) of D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company (“MWP”);

WHEREAS, MWP, Newco, the Company and the Blocker LLCs are simultaneously entering into the Redemption, Distribution and Admission Agreement dated as of the Effective Date in the form attached hereto as Exhibit A (the “Redemption and Distribution Agreement”) pursuant to which, immediately prior to the Blocker Merger Effective Time, MWP will redeem all MWP Interests held by the Blocker LLCs in exchange for the distribution to the Blocker LLCs of certain limited liability company interests in the Company (the “Company Interests”) held by MWP, and the Company will admit each of the Blocker LLCs as a Substituted Member;

WHEREAS, in reliance on the representations and warranties of Newco and MWP in the Redemption and Distribution Agreement, WIND and Newco desire that WIND acquire the properties and other assets, and to assume all of the liabilities and obligations, of the Blocker LLCs by means of a series of mergers of the Blocker LLCs with and into WIND;

WHEREAS, Section 18-209 of the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Delaware LLC Act”), and Section 264 of the General Corporation Law of the State of Delaware (8 Del.C. §101, et seq.), as amended from time to time (the “DGCL”), authorize the merger of a Delaware limited liability company with and into a Delaware corporation;

WHEREAS, WIND and each of the Blocker LLCs now desire to merge (the “Blocker Merger”), following which WIND shall be the surviving entity in each such Blocker Merger;

WHEREAS, pursuant to the Blocker Merger, WIND will issue a number of its Class A Shares to Newco in exchange for the cancellation of the Blocker Interests, and the Company will issue a corresponding number of its Series A Membership Interests to WIND in exchange for cancellation of the Company Interests held by the Blocker LLCs;

WHEREAS, WIND’s Certificate of Incorporation and Bylaws permit, and resolutions adopted by WIND’s Board of Directors authorize, this Agreement and the consummation of the Blocker Merger;

2

WHEREAS, Newco has approved this Agreement and the consummation of the Blocker Merger; and

WHEREAS, the Board of Directors of WIND has determined to issue Class A Shares and Class B Shares pursuant to the Company Merger Agreement and this Agreement in consideration of the receipt by WIND of Series A Membership Interests in the Company pursuant to this Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Addendum Agreement” is defined in the Redemption and Distribution Agreement.

“Agreement” is defined in the preamble.

“Applicable Law” means (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“Blocker I” is defined in the preamble.

“Blocker II” is defined in the preamble.

“Blocker III” is defined in the preamble.

“Blocker IV” is defined in the preamble.

“Blocker V” is defined in the preamble.

“Blocker Interests” is defined in the recitals.

“Blocker LLCs” is defined in the preamble.

“Blocker Merger” is defined in the recitals.

“Blocker Merger Effective Time” is defined in Section 2.01(a).

3

“Certificate of Merger” is defined in Section 2.01(a).

“Class A Shares” means shares of Class A common stock, par value $0.001 per share, of WIND.

“Class B Shares” means shares of Class B common stock, par value $0.001 per share, of WIND.

“Closing Deliverables” is defined in Section 2.03.

“Company” is defined in the preamble.

“Company Interests” is defined in the recitals.

“Company Merger” is defined in the recitals.

“Company Merger Agreement” is defined in the recitals.

“Delaware LLC Act” is defined in the recitals.

“DES Comp Holdings” is defined in the recitals.

“DGCL” is defined in the recitals.

“Effective Date” is defined in the Company Merger Agreement.

“Effective Time” is defined in Company Merger Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time.

“Holdings LLCs” is defined in the recitals.

“LLC Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of July 17, 2009.

“Merger LLC” is defined in the recitals.

“MWP” is defined in the recitals.

“MWP Interests” is defined in the recitals.

“Newco” is defined in the preamble.

4

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Redemption and Distribution Agreement” is defined in the recitals.

“Series A Membership Interest” is defined in the Company Merger Agreement.

“Series A Units” is defined in the LLC Agreement.

“Series A-1 Units” is defined in the LLC Agreement.

“Series B-3 Units” is defined in the LLC Agreement.

“Substituted Member” is defined in the LLC Agreement.

“WIND” is defined in the preamble.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

5

ARTICLE 2

THE MERGER

Section 2.01.  The Merger. (a) After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Blocker Merger, as WIND, the Company, Newco and the Blocker LLCs shall determine, the Blocker LLCs shall merge with and into WIND, which shall be the surviving entity, and WIND shall file a certificate of merger (the “Certificate of Merger”) in the form attached hereto as Exhibit B and the Amended and Restated Certificate of Incorporation of WIND (the “Amended and Restated Certificate of Incorporation”) in the form attached hereto as Exhibit C with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware law in connection with the Blocker Merger.  The Blocker Merger shall become effective on the Effective Date and at such time (the “Blocker Merger Effective Time”) as is specified in the Certificate of Merger.

(b)      At the Blocker Merger Effective Time, the Blocker LLCs shall be merged with and into WIND, whereupon the separate existence of the Blocker LLCs shall cease, and WIND shall be the surviving entity of the Blocker Merger (the “Surviving Corporation”) in accordance with Section 18-209 of the Delaware LLC Act and Section 264 of the DGCL.

Section 2.02.  Cancellation of Interests; Conversion of Stock.  At the Blocker Merger Effective Time:

(a)      Each Blocker Interest outstanding immediately prior to the Blocker Merger Effective Time shall, by virtue of the Blocker Merger and without any action on the part of the holder thereof, be canceled, and as consideration in respect thereof, WIND shall issue      Class A Shares to Newco;

(b)      (x) Each Company Interest held by the Blocker LLCs immediately prior to the Blocker Merger Effective Time shall, by virtue of the Blocker Merger and without any action on the part of the holder thereof, be canceled by the Company so that such Company Interests are not outstanding immediately prior to the Effective Time of the Company Merger, and (y) as consideration in respect thereof, at the Effective Time of the Company Merger, the Company shall issue a total of      Series A Membership Interests to WIND, as follows:

(i)            in respect of the 100,775,841 Series A Units and 22,059,000 Series B-3 Units held by Blocker I prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND;

(ii)           in respect of the 57,505,748 Series A Units held by Blocker II prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND;

6

(iii)          in respect of the 12,565,390 Series A Units held by Blocker III prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND;

(iv)          in respect of the 61,679,773 Series A Units held by Blocker IV prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND; and

(v)           in respect of the 76,800,000 Series A-1 Units and 1,311,778 Series A Units held by Blocker V prior to the Blocker Merger Effective Time, the Company shall issue      Series A Membership Interests to WIND.

(c)       Each share of capital stock of WIND outstanding immediately prior to the Blocker Merger Effective Time shall, by virtue of the Blocker Merger and without any action on the part of the holder thereof, remain unchanged and continue to remain outstanding as a share of capital stock of the Surviving Corporation.

Section 2.03.  Closing Deliverables.  Immediately prior to the Blocker Merger Effective Time, the parties hereto shall deliver, or cause to be delivered, to the parties thereto, the Redemption and Distribution Agreement duly executed by MWP, Newco, the Company and the Blocker LLCs and the Company and each Blocker LLC shall execute and deliver the Addendum Agreement referred to therein (collectively, the “Closing Deliverables”).

ARTICLE 3

THE SURVIVING CORPORATION

Section 3.01.  Name of Surviving Corporation.  The Amended and Restated Certificate of Incorporation of WIND in effect at the Blocker Merger Effective Time shall be the certificate of incorporation of the Surviving Corporation unless and until amended in accordance with its terms and applicable law.  The name of the Surviving Corporation shall be First Wind Holdings Inc.

Section 3.02.  By-laws.  The by-laws of the Surviving Corporation shall initially be in the form attached hereto as Exhibit D.

ARTICLE 4

TRANSFER AND CONVEYANCE OF ASSETS AND ASSUMPTION OF LIABILITIES

Section 4.01.  Transfer, Conveyance and Assumption.  At the Blocker Merger Effective Time, WIND shall continue in existence as the Surviving Corporation, and, except as set forth in Section 2.02, and without further transfer, succeed to and possess all of the rights, privileges and

7

powers of the Blocker LLCs, and all of the assets and property of whatever kind and character of the Blocker LLCs shall vest in WIND without further act or deed; thereafter, WIND, as the Surviving Corporation, shall be liable for all of the liabilities and obligations of the Blocker LLCs, and any claim or judgment against the Blocker LLCs may be enforced against WIND, as the Surviving Corporation, in accordance with Section 18-209 of the Delaware LLC Act and Section 264 of the DGCL.

Section 4.02.  Further Assurances.  If at any time WIND shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving Corporation the title to any property or right of the Blocker LLCs, or otherwise to carry out the provisions hereof, the proper representatives of the Blocker LLCs as of the Blocker Merger Effective Time shall execute and deliver any and all proper deeds, assignments and assurances and do all things necessary or proper to vest, perfect or convey title to such property or right in the Surviving Corporation, and otherwise to carry out the provisions hereof.

ARTICLE 5

CONDITIONS TO THE BLOCKER MERGER

Section 5.01.  Conditions to the Obligations of Each Party.  The obligations of WIND, the Company, Newco and the Blocker LLCs to consummate the Blocker Merger are subject to the satisfaction of the following conditions as of the Blocker Merger Effective Time:

(a)       no provision of any Applicable Law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Blocker Merger;

(b)      all actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Blocker Merger shall have been obtained;

(c)       this Agreement shall have been adopted by the requisite number of the members of the Company and the Blocker LLCs required by and in accordance with Applicable Law; and

(d)      the parties hereto shall be ready, willing and able to deliver the Closing Deliverables pursuant to Section 2.03.

8

ARTICLE 6

TERMINATION

Section 6.01.  Termination.  This Agreement may be terminated and the Blocker Merger may be abandoned at any time prior to the Blocker Merger Effective Time:

(a)       by mutual written consent of WIND, the Company, Newco and the Blocker LLCs; or

(b)      by either WIND, the Company, Newco or the Blocker LLCs, if there shall be any law or regulation that makes consummation of the Blocker Merger illegal or otherwise prohibited, or if any judgment, injunction, order or decree enjoining WIND, the Company, Newco or the Blocker LLCs from consummating the Blocker Merger is entered and such judgment, injunction, order or decree shall become final and nonappealable.

ARTICLE 7

MISCELLANEOUS

Section 7.01.  Survival of Representations and Warranties.  The representations and warranties and agreements contained herein or in any certificate or other writing delivered pursuant hereto shall not survive the Blocker Merger Effective Time or the termination of this Agreement.  Notwithstanding the foregoing, the representations and warranties and agreements contained in the Redemption and Distribution Agreement shall survive the Blocker Merger Effective Time or the termination of this Agreement.

Section 7.02.  Amendments; No Waivers.  (a) Any provisions of this Agreement may, subject to Applicable Law, be amended or waived prior to the Blocker Merger Effective Time if, and only if, such amendment or waiver is in writing and signed by WIND, the Company, Newco and the Blocker LLCs.

(b)      No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.03.  Integration.  All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between WIND, the Company, Newco and the Blocker LLCs regarding the subject matter of this Agreement are merged into this Agreement, and this Agreement shall constitute the entire understanding between WIND, the Company, Newco and the Blocker LLCs with respect to the subject matter hereof.

9

Section 7.04.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto; and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.05.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

Section 7.06.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

Section 7.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

10

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:
D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.
By:
	Name:
	Title:

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.
By:
	Name:
	Title:

Exhibit A

to Blocker Merger Agreement

[Form of Redemption and Distribution Agreement]

REDEMPTION, DISTRIBUTION AND ADMISSION AGREEMENT

among

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.

FIRST WIND HOLDINGS, LLC

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

Dated as of           , 2010

REDEMPTION, DISTRIBUTION AND ADMISSION AGREEMENT

among

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.

FIRST WIND HOLDINGS, LLC

D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

REDEMPTION, DISTRIBUTION AND ADMISSION AGREEMENT, dated as of           , 2010 (this “Agreement”), among D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company (“MWP”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), D. E. Shaw MWPH Acquisition Holdings, L.L.C., a Delaware limited liability company (“Newco”), D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C., a Delaware limited liability company (“Blocker I”), D. E. Shaw CH-SP Series 8-01(C), L.L.C., a Delaware limited liability company (“Blocker II”), D. E. Shaw CH-SP Series 10-07(C), L.L.C., a Delaware limited liability company (“Blocker III”), D. E. Shaw CH-SP Series 11-06(C), L.L.C., a Delaware limited liability company (“Blocker IV”) and D. E. Shaw CH-SP Series 13-04(C), L.L.C., a Delaware limited liability company (“Blocker V”, and collectively with Blocker I, Blocker II, Blocker III and Blocker IV, the “Blocker LLCs”).  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, First Wind Holdings Inc. (“WIND”), the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs have entered into an Agreement and Plan of Merger dated as of           , 2010 (the “Blocker Merger Agreement”) pursuant to which, at the Blocker Merger Effective Time, the Blocker LLCs will merge with and into WIND, with WIND surviving such merger (the “Blocker Merger”);

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WHEREAS, the Company is currently governed by the Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of July 17, 2009 (the “LLC Agreement”);

WHEREAS, Newco is the owner of 100% of the limited liability company interests of the Blocker LLCs;

WHEREAS, each of the Blocker LLCs holds limited liability company interests in MWP (all such interests, the “MWP Interests”) corresponding to certain Series A Units, Series A-1 Units and Series B-3 Units of the Company (the “Company Interests”) held by MWP, and MWP desires to distribute the Company Interests to the Blocker LLCs in exchange for the redemption of the MWP Interests held by the Blocker LLCs prior to the Blocker Merger;

WHEREAS, members holding the requisite amount of limited liability company interests in each of MWP and the Blocker LLCs have approved this Agreement; and

WHEREAS, the admission of the Blocker LLCs pursuant to Section 8.6(l) of the LLC Agreement as Substituted Members and Permitted Transferees of MWP has been approved in accordance therewith and the requisite Required Sponsor Approval therefor has been obtained and, subject to the execution and delivery of an Addendum Agreement by each Blocker LLC, have confirmed pursuant to Section 3.7(b) of the LLC Agreement that all applicable conditions thereof and of Article 7 of the LLC Agreement are satisfied in connection therewith;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 8

DEFINED TERMS

Section 8.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Addendum Agreement” means an Addendum Agreement dated as of the Effective Date between the Company and each Blocker LLC substantially in the form attached hereto as Exhibit A.

“Agreement” is defined in the preamble.

“Applicable Law” means (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“Blocker I” is defined in the preamble.

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“Blocker II” is defined in the preamble.

“Blocker III” is defined in the preamble.

“Blocker IV” is defined in the preamble.

“Blocker V” is defined in the preamble.

“Blocker LLCs” is defined in the preamble.

“Blocker Merger” is defined in the recitals.

“Blocker Merger Agreement” is defined in the recitals.

“Blocker Merger Effective Time” is defined in the Blocker Merger Agreement.

“Company Interests” is defined in the recitals.

“LLC Agreement” is defined in the recitals.

“Liens” is defined in Section 9.01(a).

“Manager” is defined in the LLC Agreement.

“MWP Interests” is defined in the recitals.

“Newco” is defined in the preamble.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Permitted Transferee” is defined in the LLC Agreement.

“Required Sponsor Approval” is defined in the LLC Agreement.

“Series A Units” is defined in the LLC Agreement.

“Series A-1 Units” is defined in the LLC Agreement.

“Series B-3 Units” is defined in the LLC Agreement.

“Substituted Member” is defined in the LLC Agreement.

“WIND” is defined in the recitals.

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Section 8.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

ARTICLE 9

REDEMPTION, DISTRIBUTION AND ADMISSION

Section 9.01.  Redemption and Distribution In-Kind.  Effective immediately prior to the transactions contemplated by Section 9.02:

(a)       MWP shall redeem from the Blocker LLCs, and the Blocker LLCs shall assign, set over and transfer to MWP, all of the MWP Interests, free and clear of all liens, encumbrances, security interests, pledges, options, charges, claims and rights of others of any nature whatsoever (“Liens”);

(b)      MWP shall make a distribution of all of the Company Interests to the Blocker LLCs, free and clear of all Liens, except for Liens arising under applicable securities laws or the LLC Agreement, as set forth below:

(i)        to Blocker I, MWP shall distribute 100,775,841 Series A Units and 22,059,000 Series B-3 Units;

(ii)       to Blocker II, MWP shall distribute 57,505,748 Series A Units;

(iii)      to Blocker III, MWP shall distribute 12,565,390 Series A Units;

(iv)      to Blocker IV, MWP shall distribute 61,679,773 Series A Units; and

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(v)      to Blocker V, MWP shall distribute 76,800,000 Series A-1 Units and 1,311,778 Series A Units.

(c)       Each of MWP and the Blocker LLCs hereby waives any requirement that would otherwise require notice to be given to or by any party pursuant to their respective constituent documents in connection with a redemption or a distribution in kind.

Section 9.02.  Consent to Transfer of Membership Interest in the Company and Admission of Blocker LLCs as Members of the Company.  Effective immediately prior to the Blocker Merger Effective Time, upon delivery to the Company of an Addendum Agreement duly executed by each Blocker LLC, the Company hereby consents to the transfer of the Company Interests to the Blocker LLCs and to the admission of each Blocker LLC as a Member of the Company.  Schedule I and Schedule II, as applicable, to the LLC Agreement are hereby deemed amended in accordance with Section 3.7(d) thereof to reflect the foregoing transfer of the Company Interests.

ARTICLE 10

REPRESENTATIONS AND WARRANTIES

In order to induce the Company to execute and deliver the Blocker Merger Agreement and this Agreement and consummate the Blocker Merger and the transactions contemplated hereby, each of Newco and MWP represents and warrants to the Company as follows:

Section 10.01.  Existence and Power.  Each Blocker LLC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has all powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted and to implement the transactions contemplated by this Agreement and the Blocker Merger Agreement.

Section 10.02.  Due Authorization.  The execution, delivery and performance by each Blocker LLC of this Agreement and the Blocker Merger Agreement and the consummation by each Blocker LLC of the transactions contemplated hereby and thereby are within such Blocker LLC’s powers and have been duly authorized by all necessary action on the part of such Blocker LLC.  This Agreement and the Blocker Merger Agreement each constitutes a valid and binding agreement of each Blocker LLC enforceable against such Blocker LLC in accordance with its terms.

Section 10.03.  No Undisclosed Liabilities.  There are no liabilities or obligations of MWP or the Blocker LLCs of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise (other than obligations under this Agreement and the Blocker Merger Agreement).

Section 10.04.  Title to Units.  Prior to the transactions contemplated hereby, MWP is the sole record and beneficial owner of the Company Interests, and except as contemplated hereby,

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MWP has not taken any action to sell, assign or otherwise transfer the Company Interests and the Company Interests are not subject to any Liens.

Section 10.05.  Assets.  MWP and the Blocker LLCs do not have, and have never had, any assets other than the Company Interests and the MWP Interests, respectively.

ARTICLE 11

FUTURE COOPERATION

Section 11.01.  Future Cooperation.  Each of the parties hereto agrees to cooperate at all times from and after the date hereof with respect to all the matters determined herein and to execute such other documents as reasonably may be requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Agreement.  The parties shall take all actions necessary or advisable to document the transactions described in this Agreement in the books and records of MWP, Newco, the Company and the Blocker LLCs.

ARTICLE 12

MISCELLANEOUS

Section 12.01.  Survival of Representations and Warranties.  The representations and warranties and agreements contained herein or in any certificate or other writing delivered pursuant hereto shall survive the Blocker Merger Effective Time and the consummation of the transactions contemplated hereby and shall not be merged upon the consummation of the transactions contemplated hereby.

Section 12.02.  Integration.  All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between the parties hereto regarding the subject matter of this Agreement are merged into this Agreement, and this Agreement shall constitute the entire understanding between the parties hereto with respect to the subject matter hereof.

Section 12.03.  Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto; and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.04.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

Section 12.05.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the

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signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

Section 12.06.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:
D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.
By:
	Name:
	Title:

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.
By:
	Name:
	Title:

Exhibit A

to Redemption and Distribution Agreement

[Form of Addendum Agreement]

ADDENDUM AGREEMENT, dated as of           , 2010 (this “Agreement”), by, among and between D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C., D. E. SHAW CH-SP SERIES 8-01(C), L.L.C., D. E. SHAW CH-SP SERIES 10-07(C), L.L.C., D. E. SHAW CH-SP SERIES 11-06(C), L.L.C., and D. E. SHAW CH-SP SERIES 13-04(C), L.L.C., each a Delaware limited liability company (each, a “Transferee”) and FIRST WIND HOLDINGS, LLC, a Delaware limited liability company (the “Company”), pursuant to the terms of the Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of July 17, 2009, including all exhibits and schedules thereto (the “LLC Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement.

W I T N E S S E T H:

WHEREAS, the Company and the Members entered into the LLC Agreement to impose certain restrictions and obligations upon themselves, and to provide certain rights, with respect to the Company and its Units;

WHEREAS, the Company and the Members have required in the LLC Agreement that all Persons to whom Units of the Company are transferred and all other Persons acquiring Units must enter into an Addendum Agreement binding the Transferees to the LLC Agreement to the same extent as if they were original parties thereto and imposing the same restrictions and obligations on the Transferees and the Units to be acquired by the Transferees as are imposed upon the Members under the LLC Agreement; and

WHEREAS, it being contemplated that the Transferees will merge with and into First Wind Holdings Inc., a Delaware corporation (“WIND”) immediately after the execution and delivery hereof pursuant to the Agreement and Plan of Merger, dated as of the Effective Date, among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Transferees (the “Blocker Merger Agreement”), the Board has waived the requirement that the Transferees execute and deliver a confidentiality and non-competition agreement;

NOW, THEREFORE, in consideration of the mutual promises of the parties and as a condition of the purchase or receipt by the Transferees of the Units, each Transferee acknowledges and agrees as follows:

1.             Such Transferee has received and read the LLC Agreement and acknowledges that such Transferee is acquiring Units subject to the terms and conditions of the LLC Agreement.

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2.             Such Transferee agrees that the Units acquired or to be acquired by such Transferee are bound by and subject to all of the terms and conditions of the LLC Agreement, and hereby joins in, and agrees to be bound by, and shall have the benefit of, all of the terms and conditions of the LLC Agreement to the same extent as if such Transferee were an original party to the LLC Agreement; provided, however, that such Transferee’s joinder in the LLC Agreement shall not constitute admission of such Transferee as a Member unless and until such Transferee is duly admitted in accordance with the terms of the LLC Agreement. This Addendum Agreement shall be attached to and become a part of the LLC Agreement.

3.             Any notice required as permitted by the LLC Agreement shall be given to Transferees at the address listed beneath their signatures below.

4.             Each Transferee is acquiring the number of Units specified as being held by such Transferee “prior to the Blocker Merger Effective Time” in the applicable clause of Section 2.02(b) of the Blocker Merger Agreement.

[Signature pages follow]

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TRANSFEREES:

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.
By:
	Name:
	Title:
D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.
By:
	Name:
	Title:
Address:                  c/o the Company

AGREED TO on behalf of the Members of the Company pursuant to Section 3.7 of the LLC Agreement.

FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:

Exhibit B

to Blocker Merger Agreement

[Form of Certificate of Merger]

CERTIFICATE OF MERGER

of

D. E. SHAW CH-SP SERIES 1 MWP ACQUISITION (C), L.L.C.

D. E. SHAW CH-SP SERIES 8-01(C), L.L.C.

D. E. SHAW CH-SP SERIES 10-07(C), L.L.C.

D. E. SHAW CH-SP SERIES 11-06(C), L.L.C.

and

D. E. SHAW CH-SP SERIES 13-04(C), L.L.C.

with and into

FIRST WIND HOLDINGS INC.

(Under Section 264 of the General Corporation Law of the State of Delaware and Section 18-209 of the Delaware Limited Liability Company Act)

The undersigned corporation formed and existing under and by virtue of the General Corporation Law of the State of Delaware, 8 Del.C. ‘ 101 et seq. (the “DGCL”).

DOES HEREBY CERTIFY:

FIRST:   The name and jurisdiction of formation or organization of each of the constituent entities which are to merge are as follows:

Name	Jurisdiction ofFormation or Organization
D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C.	Delaware
D. E. Shaw CH-SP Series 8-01(C), L.L.C.	Delaware
D. E. Shaw CH-SP Series 10-07(C), L.L.C.	Delaware
D. E. Shaw CH-SP Series 11-06(C), L.L.C.	Delaware
First Wind Holdings Inc.	Delaware
D. E. Shaw CH-SP Series 13-04(C), L.L.C.	Delaware

SECOND:               The Agreement and Plan of Merger, dated as of           , 2010 (the “Agreement and Plan of Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with Section 264(c) of the DGCL, Section 18-209 of the Delaware Limited Liability Company Act, 6 Del.C. ‘ 18-101, et seq. and, with respect to First Wind Holdings Inc., Section 228 of the DGCL.

THIRD:                  The name of the surviving Delaware corporation is First Wind Holdings Inc. (the “Surviving Corporation”).

FOURTH:              The Certificate of Incorporation of the Surviving Corporation, as now in force and effect, shall continue to be the certificate of incorporation of the surviving corporation until amended and changed pursuant to the provisions of the DGCL.

FIFTH:                   The effective date (the “Effective Date”) of this Certificate of Merger shall be upon the filing of this Certificate with the Secretary of State of the State of Delaware and the effective time (the “Blocker Merger Effective Time”) hereof shall be 9:01 A.M. (New York City time) on such date.

SIXTH:                   The executed Agreement and Plan of Merger is on file at an office of the Surviving Corporation.  The address of such office of the Surviving Corporation is 179 Lincoln Street, Suite 500, Boston, MA  02111, Attention: General Counsel.

SEVENTH:             A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any member of D. E. Shaw CH-SP Series 1 MWP Acquisition (C), L.L.C., D. E. Shaw CH-SP Series 8-01(C), L.L.C., D. E. Shaw CH-SP Series 10-07(C), L.L.C., D. E. Shaw CH-SP Series 11-06(C), L.L.C. or D. E. Shaw CH-SP Series 13-04(C), L.L.C. and to any stockholder of First Wind Holdings Inc.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Merger as of the          day of                         , 2010.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:

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Exhibit C

to Blocker Merger Agreement

[Form of Amended and Restated Certificate of Incorporation]

[See Exhibit 3.1 to Form S-1]

Exhibit D

to Blocker Merger Agreement

[Form of Amended and Restated By-Laws]

[See Exhibit 3.2 to Form S-1]

EX-3.1

Exhibit 3.1

Exhibit C

to Blocker Merger Agreement

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

FIRST WIND HOLDINGS INC.

Pursuant to the provisions of § 242 and § 245 of the
General Corporation Law of the State of Delaware

The present name of the corporation is First Wind Holdings Inc.  (the “Corporation”).  The Corporation was incorporated under the name “First Wind Holdings Inc.” by the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on May 9, 2008.  This Amended and Restated Certificate of Incorporation of the Corporation, which both restates and further amends the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.  This Amended and Restated Certificate of Incorporation shall become effective as of [                 ], 2010.  The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE 1

Section 1.01.  Name.  The name of the Corporation is First Wind Holdings Inc.

ARTICLE 2

Section 2.01.  Address.  The address of its registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.  The name of its registered agent at such address is Corporation Trust Center.

ARTICLE 3

Section 3.01.  Purpose.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”).

ARTICLE 4

Section 4.01.  Capitalization.  The total number of shares of stock which the Corporation shall have authority to issue is [        ], consisting of (a) [        ] shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), (b) [        ] shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) and (c) [        ] shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).  Holders of capital stock do not have preemptive rights.

Section 4.02.  Common Stock.

(a)        Voting Rights.

(i)            Each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of Class A Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to Delaware Law.

(ii)           Each holder of Class B Common Stock, as such, shall be entitled to one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that except as otherwise required by law, holders of Class B Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to Delaware Law.  A holder of one share of Class B Common Stock, as such, shall be entitled at all times to the same number of vote or votes as a holder of one share of Class A Common Stock, as such, on all matters on which stockholders generally are entitled to vote.

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(iii)          Except as otherwise required in this Amended and Restated Certificate of Incorporation or by applicable law, the holders of Common Stock shall vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of Preferred Stock).

(b)        Dividends.  Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board of Directors of the Corporation (the “Board”) in its discretion shall determine.  Dividends shall not be declared or paid on the Class B Common Stock.

(c)        Liquidation, Dissolution or Winding Up.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and other amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all outstanding shares of Class A Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to the number of shares held by each such stockholder.  The holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(d)        Transfer of Class B Common Stock.

(i)            A holder of Class B Common Stock may only transfer shares of Class B Common Stock to another person if such holder transfers a corresponding number of Series B Membership Interests to such person in accordance with the provisions of the Limited Liability Company Agreement of First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), as such agreement may be amended from time to time in accordance with the terms thereof.

(ii)           Any purported transfer of shares of Class B Common Stock in violation of the restrictions described in the immediately preceding paragraph (the “Restrictions”) shall be null and void.  If, notwithstanding the foregoing prohibition, a person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the Purported Owner shall not obtain any rights in and to such shares of Class B Common Stock (the “Restricted Shares”), and the purported transfer of the Restricted Shares to the Purported Owner

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shall not be recognized by the Corporation’s transfer agent (the “Transfer Agent”).

(iii)          Upon a determination by the Board that a person has attempted or may attempt to transfer or to acquire Restricted Shares, the Board may take such action as it deems advisable to refuse to give effect to such transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent to record the Purported Owner’s transferor as the record owner of the Restricted Shares, and to institute proceedings to enjoin or rescind any such transfer or acquisition.

(iv)          The Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.02(d) for determining whether any acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration and implementation of the provisions of this Section 4.02(d).  Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with its Transfer Agent and shall be made available for inspection by any prospective transferee and, upon written request, shall be mailed to any holder of shares of Class B Common Stock.

(v)           The Board shall have all powers necessary to implement the Restrictions, including without limitation the power to prohibit the transfer of any shares of Class B Common Stock in violation thereof.

(vi)          As used in this Amended and Restated Certificate of Incorporation, (i) “Series B Membership Interests” shall mean Series B Membership Interests of the Company, or any successor entity thereto, issued under its Limited Liability Company Agreement, as the same may be amended or amended and restated from time to time in accordance with the terms thereof and (ii) “person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture or other enterprise or entity.

(e)        In the event of a reclassification or other similar transaction as a result of which the shares of Class A Common Stock are converted into another security, then a holder of shares of Class B Common Stock shall be entitled to receive upon exchange of such shares (together with a commensurate number of Series B Membership Interests) the amount of such security that such holder would have received if such exchange had occurred immediately prior to the record date of such reclassification or other similar transaction, taking into account any adjustment as a result of any subdivision (by any stock split or dividend, reclassification or otherwise) or combination (by reverse stock split,

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reclassification or otherwise) of such security that occurs after the effective time of such reclassification or other similar transaction.

(f)        The Corporation covenants that it will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon exchange of the outstanding shares of Class B Common Stock and Series B Membership Interests for Class A Common Stock, such number of shares of Class A Common Stock that are issuable upon any such exchange and shall exchange such shares of Class B Common Stock and a commensurate number of Series B Membership Interests for shares of Class A Common Stock pursuant to the exchange agreement among the Corporation, the Company and the holders from time to time of Series B Membership Interests governing such exchanges; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such exchange by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation.  The Corporation covenants that all shares of Class A Common Stock issued upon any such exchange will, upon issuance, be validly issued, fully paid and non-assessable.

Section 4.03.  Preferred Stock.  (a)  The Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of Preferred Stock and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to each such class or series of Preferred Stock and the number of shares constituting each such class or series, and to increase or decrease the number of authorized shares of any such class or series to the extent permitted by Delaware Law.

(b)        Except as otherwise required by law, holders of a series of Preferred Stock, as such, shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to such series).

Section 4.04.  Changes in Common Stock.  If the Corporation in any manner subdivides or combines the outstanding shares of Class A Common Stock, the outstanding shares of the Class B Common Stock shall be proportionately subdivided or combined, as the case may be.  If the Corporation in any manner subdivides or combines the outstanding shares of Class B Common Stock, the outstanding shares of Class A Common Stock shall be proportionately subdivided or combined, as the case may be.

Section 4.05.  Reorganization or Merger. (a)  In the case of any reorganization, share exchange, consolidation, conversion or merger of the Corporation with or into another person in which shares of Class A Common Stock and Class B Common Stock are converted into (or entitled to receive with respect thereto) shares of stock and/or other securities or property (including, without limitation, cash), each holder of a share of Class A Common Stock shall

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be entitled to receive with respect to each such share the same kind and amount of shares of stock and other securities and property (including, without limitation, cash), but each holder of a share of Class B Common Stock shall only be entitled to receive with respect to each such share the same number of shares of stock as is received by a holder of a share of Class A Common Stock, and shall not be entitled to receive other securities or property (including, without limitation, cash); and such shares of stock received by a holder of shares of Class B Common Stock shall afford the holder thereof no more rights, privileges or preferences than would be afforded the holders of Class B Common Stock hereunder, including without limitation rights, privileges or preferences with respect to dividends, upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation or in connection with any reorganization, share exchange, consolidation, conversion or merger of the Corporation with or into another person (each, a “Business Combination Transaction”).

(b)        In connection with any Business Combination Transaction, the Corporation shall not adversely affect, alter, repeal, change or otherwise impair any of the powers, preferences, rights or privileges of the Class A Common Stock (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) (i) in a manner that is disproportionate and adverse compared to the manner in which the powers, preferences, rights or privileges of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, including, without limitation (x) any of the voting rights of the holders of the Class A Common Stock in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, and (y) the requisite vote or percentage required to approve or take any action described in this ARTICLE 4, in ARTICLE 12 or elsewhere in this Amended and Restated Certificate of Incorporation or described in the bylaws of the Corporation in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class B Common Stock are affected, altered, repealed, changed or otherwise impaired, or (ii) with respect to the economic rights, privileges or preferences of the holders of Class A Common Stock relative to the holders of Class B Common Stock, including, without limitation, with respect to dividends, upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation or in connection with a Business Combination Transaction, without, in each case (i) and (ii), the affirmative vote of the holders of a majority of the shares of Class A Common Stock, voting as a separate class.

(c)        In connection with any Business Combination Transaction, the Corporation shall not adversely affect, alter, repeal, change or otherwise impair any of the powers, preferences, rights or privileges of the Class B Common Stock (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or

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otherwise) in a manner that is disproportionate and adverse compared to the manner in which the powers, preferences, rights or privileges of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, including, without limitation (i) any of the voting rights of the holders of the Class B Common Stock in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, and (ii) the requisite vote or percentage required to approve or take any action described in this ARTICLE 4, in ARTICLE 12 or elsewhere in this Amended and Restated Certificate of Incorporation or described in the bylaws of the Corporation in a manner that is disproportionate and adverse compared to the manner in which the voting rights of the holders of the Class A Common Stock are affected, altered, repealed, changed or otherwise impaired, without in each case the affirmative vote of the holders of a majority of the shares of Class B Common Stock, voting as a separate class.

ARTICLE 5

Section 5.01.  Bylaws.  In furtherance and not in limitation of the powers conferred by Delaware Law, the Board is expressly authorized to make, amend, alter, change, add to or repeal the bylaws of the Corporation without the assent or vote of the stockholders in any manner not inconsistent with Delaware Law or this Amended and Restated Certificate of Incorporation.  The affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, amend, alter, change, add to or repeal any provision of the bylaws of the Corporation.

ARTICLE 6

Section 6.01.  Board of Directors.  (a)  The business and affairs of the Corporation shall be managed by or under the direction of the Board.

(b)        Each director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal.  In no event will a decrease in the number of directors shorten the term of any incumbent director.

(c)        There shall be no cumulative voting in the election of directors.  Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

(d)        Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from

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any increase in the number of directors may be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

(e)        Notwithstanding the foregoing, whenever the holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolution or resolutions adopted by the Board pursuant to ARTICLE 4 applicable thereto, and such directors so elected shall not be subject to the provisions of this ARTICLE 6 unless otherwise provided therein.

ARTICLE 7

Section 7.01.  Meetings Of Stockholders.  Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law, as amended from time to time, and may not be taken by written consent of stockholders without a meeting; provided, however, if holders of Class B Common Stock collectively hold more than 50% of the total voting power of all capital stock of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of stockholders without a meeting; provided, further, that any action required or permitted to be taken by the holders of Class B Common Stock, voting separately as a class, or, to the extent expressly permitted by the certificate of designation relating to one or more series of Preferred Stock, by the holders of such series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Special meetings of the stockholders may be called by the Board, the Chairman of the Board or the Chief Executive Officer of the Corporation and may not be called by any other person; provided, however, if holders of Class B Common Stock collectively hold more than 50% of the total voting power of all capital stock of the Corporation, special meetings of the stockholders may be called by a majority of the holders of Class B Common Stock.  Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or

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series, to elect directors, such holders may call, pursuant to the terms of the resolution or resolutions adopted by the Board of Directors pursuant to ARTICLE 4 hereto, special meetings of holders of such Preferred Stock.

ARTICLE 8

Section 8.01.  Limited Liability Of Directors.  No director of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under Delaware Law as the same exists or hereafter may be amended.  Neither the amendment nor the repeal of this ARTICLE 8 shall eliminate or reduce the effect thereof in respect of any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE 8, would accrue or arise, prior to such amendment or repeal.

ARTICLE 9

Section 9.01.  Indemnification.  (a)  Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware Law.  The right to indemnification conferred in this ARTICLE 9 shall also include the right to have the Corporation pay directly or cause to be paid directly the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Delaware Law.  The right to indemnification conferred in this ARTICLE 9 shall be a contract right.

(b)        The Corporation may, by action of its Board, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board shall determine to be appropriate and authorized by Delaware Law.

(c)        The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another person against any expense, liability or loss incurred by such person in any such capacity or arising out of such

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person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under Delaware Law.

(d)        The rights and authority conferred in this ARTICLE 9 shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

(e)        Neither the amendment nor repeal of this ARTICLE 9, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware Law, any modification of law, shall eliminate or reduce the effect of this ARTICLE 9 in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

ARTICLE 10

Section 10.01.  Corporate Opportunities.  (a)  In anticipation that members of the Investor Group (as defined below) are or may be significant stockholders of the Corporation and may engage in, and are permitted to have investments or other business relationships, ventures, agreements or arrangements with entities engaged in, the same or similar activities or lines of business, and may have an interest in the same areas of corporate opportunities, as the Corporation, and in recognition of (i) the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with members of the Investor Group (including service of Investor Nominees (as defined below) as directors of the Corporation) and (ii) the difficulties attendant to any director, who desires and endeavors fully to satisfy such director’s fiduciary duties, in determining the full scope of such duties in any particular situation, the provisions of this ARTICLE 10 are set forth to regulate, define and guide the conduct of certain affairs of the Corporation as they may involve such officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.

(b)        The Corporation hereby renounces any interest or expectancy in any business opportunity, transaction or other matter in which any member of the Investor Group participates or desires or seeks to participate in and that involves any aspect of the energy business or industry (each, a “Business Opportunity”) other than a Business Opportunity that (i) is presented to an Investor Nominee solely in such individual’s capacity as a director of the Corporation (whether at a meeting of the Board or otherwise) and with respect to which no other member of the Investor Group (other than an Investor Nominee) independently receives notice, or is pursuing or aware of, or otherwise identifies such Business Opportunity or (ii) is indentified by the Investor Group solely through the disclosure of information by or on behalf of the Corporation (each Business Opportunity other than those referred to in clauses (i) or (ii), a “Renounced Business Opportunity”).  No member of the Investor Group, including any

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Investor Nominee, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Corporation, and any member of the Investor Group may pursue for itself or direct, sell, assign or transfer to a person other than the Corporation any Renounced Business Opportunity.  As used in this Amended and Restated Certificate of Incorporation, (i) “D. E. Shaw Entity” means D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company, (ii) “Madison Dearborn Entity” means Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership, (iii) “Investor Group” means, collectively, the D. E. Shaw Entity, the Madison Dearborn Entity, any of their respective affiliates (other than the Corporation and its subsidiaries), any Investor Nominee, and any portfolio company in which the D. E. Shaw Entity, the Madison Dearborn Entity, or any of their respective affiliates has an equity investment (other than the Corporation and its subsidiaries) and (iv) “Investor Nominee” means any officer, director, partner, employee or other agent of the D. E. Shaw Entity or the Madison Dearborn Entity who serves as a director of the Corporation.

(c)        Any person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE 10.

(d)        No alteration, amendment, change or repeal of any provision of this ARTICLE 10 nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with any provision of this ARTICLE 10 shall eliminate or reduce the effect of this ARTICLE 10 in respect of any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE 10, would accrue or arise, prior to such alteration, amendment, change, repeal or adoption.

ARTICLE 11

Section 11.01.  Severability.  If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its

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directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE 12

Section 12.01.  Amendment.  The Corporation reserves the right to amend (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) this Amended and Restated Certificate of Incorporation in any manner permitted by Delaware Law, subject to Section 12.02, and all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation.  Notwithstanding the foregoing, the provisions set forth in ARTICLES 4, 5, 6, 7, 8, 9 and 10 and this ARTICLE 12 may not be repealed or amended (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) in any respect, and no other provision may be adopted, amended (whether directly, by the filing of a certificate of designations, powers, preferences, rights or privileges, by a Business Combination Transaction or otherwise) or repealed which would have the effect of modifying or permitting the circumvention of the provisions set forth in ARTICLES 4, 5, 6, 7, 8 and 9 and this ARTICLE 12, unless such action is approved by the affirmative vote of the holders of not less than 66-2/3% of the total voting power of all outstanding securities of the Corporation then entitled to vote generally in the election of directors, voting together as a single class.

Section 12.02.  Increases and Decreases of Authorized Shares.  The number of authorized shares of Class A Common Stock or Class B Common Stock may be increased or decreased (but not below the number of shares of Class A Common Stock or Class B Common Stock then outstanding and reserved for) by the affirmative vote of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock, voting together as a single class.

ARTICLE 13

Section 13.01.  Section 203.  The Corporation expressly elects not to be governed by Section 203 of Delaware Law.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this            day of                     , 2010.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:

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EX-3.2

Exhibit 3.2

Exhibit D

to Blocker Merger Agreement

AMENDED AND RESTATED BYLAWS

OF

FIRST WIND HOLDINGS INC.

ARTICLE 1
OFFICES

Section 1.01.  Registered Office.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.02.  Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 1.03.  Books.  The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2
MEETINGS OF STOCKHOLDERS

Section 2.01.  Time and Place of Meetings.  All meetings of stockholders shall be held at such places, either within or without the State of Delaware, on such dates, and at such times, as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a designation by the Board of Directors).

Section 2.02.  Annual Meetings.  An annual meeting of stockholders, commencing with the year 2011, shall be held for the election of directors and to transact such other business as may properly be brought before the meeting.

Section 2.03.  Special Meetings.  Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of the stockholders of the Corporation may be called only by or at the direction of the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer or the President of the Corporation.

Section 2.04.  Notice of Meetings and Adjourned Meetings; Waivers of Notice.  (a)  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  Unless otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting.  Unless these Bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b)        A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.05.  Quorum.  Unless otherwise provided under the certificate of incorporation of the Corporation (“Certificate of Incorporation”) or these Bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

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Section 2.06.  Voting.  (a)  Unless otherwise provided in the Certificate of Incorporation and subject to Delaware Law, each stockholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such stockholder.  Any share of capital stock of the Corporation held by the Corporation shall have no voting rights.  Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.  Subject to the rights of the holders of any series of preferred stock to elect additional directors under specific circumstances, directors shall be elected by a plurality of the votes of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

(b)           Each stockholder entitled to vote at a meeting of stockholders or, to the extent permitted by the Certificate of Incorporation and these Bylaws, to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized, or by proxy sent by facsimile transmission or by any other means of electronic communication permitted by law, which results in a writing from such stockholder or by his attorney, and delivered to the secretary of the meeting.  No proxy shall be voted after one year from its date, unless said proxy provides for a longer period.

(c)           Votes may be cast by any stockholder entitled to vote in person or by his proxy.  In determining the number of votes cast for or against a proposal or nominee, shares abstaining from voting on a matter (including elections) will not be treated as a vote cast.  A non-vote by a broker will be counted for purposes of determining a quorum but not for purposes of determining the number of votes cast.

Section 2.07.  Action by Consent.  Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law and may not be taken by written consent of stockholders without a meeting; provided, however, if holders of the Corporation’s Class B Common Stock collectively hold more than 50% of the total voting power of all capital stock of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of stockholders without a meeting; provided, further, that any action required or permitted to be taken by the holders of the Corporation’s Class B Common Stock, voting separately as a class, or, to the extent expressly permitted by the certificate of designation relating to one or more

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series of the Corporation’s preferred stock, by the holders of such series of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, which officer or agent may be the Secretary or an Assistant Secretary.

Section 2.08.  Organization.  At each meeting of stockholders, the Chairman of the Board of Directors, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, shall act as chairman of the meeting.  The Secretary of the Corporation (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 2.09.  Order of Business.  The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

Section 2.10.  Nomination of Directors.  Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors.  Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors (or any committee thereof) or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 2.10, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 2.10.  Such nominations, other than those made by or at the direction of the Board of Directors (or any committee thereof), shall be made pursuant to timely notice in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received by the Corporation no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting and the 10th day following the day on which public announcement of the

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date of the meeting was made; provided further, that if the Securities and Exchange Commission shall adopt a rule or rules providing a procedure by which a stockholder may cause the Corporation to include one or more director nominees proposed by such stockholder in the Corporation’s proxy statement, and such procedure would (in the absence of a by-law provision similar to the instant provision) require such stockholder to notify the Corporation of its intent to propose such a director nominee or take other steps related thereto earlier than the deadlines specified above, then the timeliness of any such stockholder proposal and related steps shall be governed by the rules of the Securities and Exchange Commission and not by the rules of the instant provision.  In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.  Such stockholder’s notice shall set forth:

(a)           as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and

(b)           as to the stockholder giving the notice:

(i)            the name and address, as they appear on the Corporation’s books, of such stockholder and any Stockholder Associated Person (defined below) covered by clause (ii) below and

(ii)           (A) the class and number of shares of capital stock of the Corporation which are held of record or are beneficially owned by such stockholder and any Stockholder Associated Person and (B) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such stockholder and any Stockholder Associated Person with respect to the Corporation’s securities.

At the request of the Board of Directors, any person nominated by the Board of Directors (or any committee thereof) for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.  No

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person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Bylaw.  The chairman of the meeting shall, if the facts in his judgment warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine and declare, the defective nomination shall be disregarded.  In addition to the foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10.

“Stockholder Associated Person” of any stockholder means (A) any person controlling or controlled by, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and/or (C) any person controlling, controlled by or under common control with such Stockholder Associated Person.

The nomination of directors pursuant to the Nominating Agreement dated as of           , 2010 among the Corporation, D. E. Shaw MWP Acquisition Holdings, L.L.C., D. E. Shaw MWPH Acquisition Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P. shall not be subject to the procedures set forth above in this Section 2.10.

Section 2.11.  Notice of Business.  At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors (or any committee thereof) or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.11, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.11.  For business to be properly brought before a stockholder meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation.  To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received by the Corporation no later than the later of 70 days prior to the date of the meeting and the 10th day following the day on which public announcement of the date of the meeting was made.  A stockholder’s notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposes to bring before the meeting:

6

(a)           a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;

(b)           the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person covered by clauses (c) and (d) below;

(c)           (i) the class and number of shares of the Corporation which are held of record or are beneficially owned by such stockholder and by any Stockholder Associated Person with respect to the Corporation’s securities and (ii) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such stockholder and/or any Stockholder Associated Person with respect to the Corporation’s securities; and

(d)           any interest of the stockholder or any Stockholder Associated Person in such business.

Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 2.11.  The chairman of the meeting shall, if the facts in his or her judgment warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Bylaws, and if he should so determine and declare, and any such business not properly brought before the meeting shall not be transacted.  In addition to the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11.

ARTICLE 3
DIRECTORS

Section 3.01.  General Powers.  Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.02.  Number, Election and Term of Office.  The number of directors which shall constitute the whole Board of Directors shall be fixed from

7

time to time by resolution of the Board of Directors.  The election and terms of office of directors shall be governed by the Certificate of Incorporation.  Directors need not be stockholders.

Section 3.03.  Quorum and Manner of Acting.  A majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting.  If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.04.  Time and Place of Meetings.  The Board of Directors shall hold its meetings at such places, either within or without the State of Delaware, and at such times as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a determination by the Board of Directors).

Section 3.05.  Annual Meeting.  The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held.  Notice of such meeting need not be given.  In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.06.  Regular Meetings.  After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.07.  Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, Chief Executive Officer (if any) or the President and shall be called by the Chairman of the Board of Directors, Chief Executive Officer, President or Secretary on the written request of two directors.  Notice of special meetings of the Board of Directors shall be given to each director at least 24 hours before the meeting in

8

such manner as is determined by the Board of Directors, Chief Executive Officer or President (including personal delivery or by mail, telecopy, e-mail, facsimile or telephone).  Notwithstanding the foregoing, a meeting of the Board of Directors may be held at any time without notice if all the directors are present, or if those not present sign (or electronically transmit) a waiver of notice of the meeting, either before or after the meeting.

Section 3.08.  Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters:  (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders for approval and (b) adopting, amending or repealing any Bylaw of the Corporation.  Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors from time to time.

Section 3.09.  Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board of Directors or committee thereof.

Section 3.10.  Telephonic Meetings.  Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.11.  Resignation.  Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the

9

Secretary of the Corporation.  The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.12.  Vacancies.  Vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors may be filled solely by a majority of the directors then in office or by the sole remaining director.  Each director so elected shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.  If there are no directors in office, then an election of directors may be held in accordance with Delaware Law.  Unless otherwise provided in the Certificate of Incorporation, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of the other vacancies.

Section 3.13.  Removal.  Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then entitled to vote at any election of directors and the vacancies thus created may be filled in accordance with Section 3.12 herein.

Section 3.14.  Compensation.  The Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

Section 3.15.  Preferred Stock Directors.  Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of preferred stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolution or resolutions applicable thereto adopted by the Board of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to the provisions of Sections 3.02, 3.12 and 3.13 of this Article 3 unless otherwise provided therein.

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ARTICLE 4
OFFICERS

Section 4.01.  Principal Officers.  The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and the Board of Directors in a book kept for that purpose.  The Corporation may also have such other principal officers, including a Chief Executive Officer and one or more Controllers, as the Board of Directors may in its discretion appoint.  One person may hold the offices and perform the duties of any two or more of such offices, except that no one person shall hold the offices and perform the duties of President and Secretary.

Section 4.02.  Election and Term of Office.  The principal officers of the Corporation shall be elected annually by the Board of Directors at the meeting of the Board of Directors immediately following the annual meeting of Stockholders.  Each such officer shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.  Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

Section 4.03.  Subordinate Officers.  In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other officers as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine.  The Board of Directors may delegate to any principal officer the power to appoint and to remove any such other officers enumerated in this Section 4.03.

Section 4.04.  Removal.  Any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors.  Any officer appointed by a principal officer pursuant to authority delegated by the Board of Directors under Section 4.03 hereof may be removed by that principal officer or any other principal officer to whom the Board of Directors delegates such power to remove.

Section 4.05.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or to any principal officer.  The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 4.06.  Powers and Duties.  The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors or, if applicable, by the principal officer who appointed them.

ARTICLE 5
CAPITAL STOCK

Section 5.01.  Certificates For Stock; Uncertificated Shares.  The shares of capital stock of the Corporation shall be uncertificated shares, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be represented by certificates.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical.  Every holder of stock represented by certificates shall be entitled to have a certificate signed in the name of the Corporation by (x) the Chairman of the Board of Directors, the Chief Executive Officer (if any), the President or a Vice President of such Corporation, and (y) by the Treasurer, an assistant Treasurer, the Secretary or an assistant Secretary of such Corporation, representing the number of shares registered in certificate form.  Either or both of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.  The Corporation shall not have power to issue a certificate in bearer form.

Section 5.02.  Transfer Of Shares.  Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation; provided that transfers of shares of the Class B Common Stock shall be made only in accordance with the provisions related thereto contained in the Certificate of Incorporation.

Section 5.03.  Authority for Additional Rules Regarding Transfer.  The Board of Directors shall have the power and authority to make all such rules and

12

regulations as it may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as the Board of Directors may deem expedient to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against any claims arising in connection therewith.

ARTICLE 6
GENERAL PROVISIONS

Section 6.01.  Fixing the Record Date.  (a)  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)        In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.02.  Dividends.  Subject to limitations contained in Delaware Law and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

13

Section 6.03.  Year.  The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 6.04.  Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 6.05.  Voting of Securities Owned by the Corporation.  The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation or other entity (except this Corporation) in which the Corporation may hold stock or other securities or interests.

Section 6.06.  Amendments.  These Bylaws or any of them, may be made, amended, altered, changed, added to or repealed at any meeting of the Board of Directors or of the stockholders; provided, in the case of a meeting of the stockholders, that notice of the proposed change was given in the notice of the meeting of the stockholders; provided, further, that notwithstanding any provision of law which might otherwise permit a lesser vote of the stockholders, the affirmative vote of the holders of at least 66-2/3% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, amend, alter, change, add to or repeal any provision of these Bylaws.

* - * - * - * - * - * - * - * - * - * - * - * - * - * -

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EX-10.33

Exhibit 10.33

Exhibit G

to Merger Agreement

LIMITED LIABILITY COMPANY AGREEMENT

of

FIRST WIND HOLDINGS, LLC

upon and after the Effective Time referred to herein

Dated as of           , 2010

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.  SUCH MEMBERSHIP INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

	PAGE
ARTICLE 1
DEFINED TERMS
Section 1.01.  Definitions	3
Section 1.02.  Other Definitional and Interpretative Provisions	11
ARTICLE 2
THE EFFECTIVE TIME
Section 2.01.  Prior to, Upon and After the Effective Time	12
Section 2.02.  Formation of Merger LLC	12
ARTICLE 3
ORGANIZATION
Section 3.01.  Formation; Amendment and Restatement	16
Section 3.02.  Company Name	16
Section 3.03.  Purposes of the Company	16
Section 3.04.  Principal Place of Business	16
Section 3.05.  Registered Office and Agent	16
Section 3.06.  Qualification in Other Jurisdictions	16
Section 3.07.  Term	17
Section 3.08.  No State-law Partnership	17
ARTICLE 4
CAPITALIZATION
Section 4.01.  Membership Interests; Capitalization	17
Section 4.02.  Authorization and Issuance of Additional Membership Interests	18
Section 4.03.  Repurchase or Redemption of Class A Shares	20
Section 4.04.  Changes in Common Stock	20
ARTICLE 5
MEMBERS
Section 5.01.  Names and Addresses	20
Section 5.02.  No Liability for Status as Member	20
Section 5.03.  No Restrictions Of Business Pursuits Of Member	21
Section 5.04.  Business Opportunities	21

i

Section 5.05.  Transactions Between Members and the Company	21
Section 5.06.  Meeting of Members	21
Section 5.07.  Action by Members Without Meeting	22
Section 5.08.  Limited Rights of Members	22
ARTICLE 6
DISTRIBUTIONS
Section 6.01.  Distributions	22
Section 6.02.  Distributions for Payment of Income Tax	23
Section 6.03.  Limitations on Distributions	23
Section 6.04.  Withholding	24
ARTICLE 7
ALLOCATIONS AND TAX MATTERS
Section 7.01.  Capital Accounts and Adjusted Capital Accounts	24
Section 7.02.  Additional Capital Contributions	25
Section 7.03.  Allocations of Net Profits and Net Losses	25
Section 7.04.  Special Allocations	25
Section 7.05.  Allocation for Income Tax Purposes	27
Section 7.06.  Other Allocation Rules	28
Section 7.07.  Certain Costs And Expenses	28
ARTICLE 8
MANAGEMENT AND CONTROL OF BUSINESS
Section 8.01.  Management	28
Section 8.02.  Certain Covenants	29
Section 8.03.  Investment Company Act	29
ARTICLE 9
OFFICERS
Section 9.01.  Officers	29
Section 9.02.  Other Officers and Agents	30
Section 9.03.  Chief Executive Officer	30
Section 9.04.  Treasurer	30
Section 9.05.  Secretary	30
Section 9.06.  Other Officers	30

ii

ARTICLE 10
TRANSFERS OF INTERESTS; ADMITTANCE OF NEW MEMBERS
Section 10.01.  Transfer of Membership Interests	30
Section 10.02.  Transfer of WIND’s Interest	31
Section 10.03.  Lock Up	31
Section 10.04.  Recognition of Transfer; Substituted and Additional Members	32
Section 10.05.  Expense of Transfer; Indemnification	33
Section 10.06.  Exchange Agreement	33
ARTICLE 11
DISSOLUTION AND TERMINATION
Section 11.01.  Dissolution	34
Section 11.02.  Termination	35
ARTICLE 12
EXCULPATION AND INDEMNIFICATION
Section 12.01.  Exculpation	35
Section 12.02.  Indemnification	36
Section 12.03.  Expenses	36
Section 12.04.  Non-Exclusivity	36
Section 12.05.  Insurance	37
ARTICLE 13
ACCOUNTING AND RECORDS; TAX MATTERS
Section 13.01.  Accounting and Records	37
Section 13.02.  Tax Returns	37
Section 13.03.  Tax Partnership	37
Section 13.04.  Tax Elections	37
Section 13.05.  Tax Matters Member	38
ARTICLE 14
ARBITRATION
ARTICLE 15
MISCELLANEOUS PROVISIONS
Section 15.01.  Entire Agreement	40
Section 15.02.  Binding on Successors	40
Section 15.03.  Managing Member’s Business	40

iii

Section 15.04.  Debt or Equity Financing	40
Section 15.05.  Governing Law	40
Section 15.06.  Headings	40
Section 15.07.  Severability	41
Section 15.08.  Notices	41
Section 15.09.  Amendments	41
Section 15.10.  Consent to Jurisdiction	42
Section 15.11.  WAIVER OF JURY TRIAL	42

iv

LIMITED LIABILITY COMPANY AGREEMENT

of

FIRST WIND HOLDINGS, LLC

upon and after the Effective Time referred to herein

This LIMITED LIABILITY COMPANY AGREEMENT of First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”), dated as of           , 2010, is adopted, executed and agreed to, for good and valuable consideration, by First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and the Members of the Company whose signatures appear hereon.  As provided in Article 2, upon and after the Effective Time, this Agreement shall amend, restate and replace in its entirety the Fifth Amended and Restated Limited Liability Company Agreement of First Wind Holdings, LLC, dated as of July 17, 2009 (the “Prior LLC Agreement”) and become the limited liability company agreement of the Company.  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, the Company was formed as a limited liability company on January 2, 2002, pursuant to the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Delaware LLC Act”) by the filing of its Certificate of Formation (as amended, the “Certificate”) with the Secretary of State;

WHEREAS, Merger LLC, a Subsidiary of WIND, was formed as a limited liability company, pursuant to the Delaware LLC Act by the filing of its Certificate of Formation (the “Merger LLC Certificate”) with the Secretary of State;

WHEREAS, WIND, the Company and Merger LLC have entered into an Agreement and Plan of Merger (the “Merger Agreement”), annexed hereto as Annex I, pursuant to which, at the Effective Time, Merger LLC will merge with and into the Company, with the Company surviving such merger (the “Merger”);

WHEREAS, prior to the Effective Time, the Company was governed by the Prior LLC Agreement;

WHEREAS, until the Effective Time, this Agreement shall be the operating agreement of Merger LLC, and upon and after the Effective Time, this Agreement shall continue as the operating agreement of the Company and, with the Required Sponsor Approval and Special B Approval pursuant to Section 13.5 of the Prior LLC Agreement, as evidenced by their signatures hereto, the Prior LLC Agreement shall be terminated and have no further force or effect;

WHEREAS, pursuant to Section 7.8 of the Prior LLC Agreement, in connection with any proposed Qualified Public Offering (as defined in the Prior LLC Agreement) approved in

accordance with Section 8.6(h) of the Prior LLC Agreement, the Company may, in one or a series of transactions, (i) merge with or convert into a corporation that is an Affiliate of the Company, or a Subsidiary thereof (the “IPO Corporation”), pursuant to an agreement and plan of merger or conversion that provides for the exchange of Units (in the form outstanding under the Prior LLC Agreement) for common stock of such corporation, (ii) exchange such Units for a combination of common stock of the IPO Corporation and units with revised membership rights in the Company or any Affiliate, or (iii) effect any other type of reorganization, conversion, merger, restructuring and/or reclassification, in each case in accordance with applicable provisions of the Delaware LLC Act, for the express purpose of effecting a Qualified Public Offering;

WHEREAS, the Company formed WIND with the intent that WIND serve as the IPO Corporation and effect a Qualified Public Offering;

WHEREAS, WIND and the Company have entered into an underwriting agreement (the “IPO Underwriting Agreement”) with the several underwriters (the “IPO Underwriters”) named therein, providing for the initial public offering (the “IPO”) of        shares of WIND’s class A common stock, par value $0.001 per share (the “Class A Shares”); and such IPO meets the requirements of a Qualified Public Offering;

WHEREAS, in accordance with Section 8.6(h) of the Prior LLC Agreement, the Board (as defined in the Prior LLC Agreement) has approved the IPO as a Qualified Public Offering pursuant to Section 8.2(e) thereof and the Required Sponsor Approval thereof has been duly obtained, as evidenced by their signatures hereto, and therefore the conversion, exchange or cancellation of Units (in the form outstanding under the Prior LLC Agreement) in connection therewith and pursuant to Section 7.8 thereof does not require further approval pursuant to Section 8.6(h) thereof;

WHEREAS, at the Effective Time, pursuant to the Merger Agreement:  (i) the Merger will occur; (ii) all Units previously outstanding under the Prior LLC Agreement will be exchanged for Series B Membership Interests, Class A Shares or cancelled, in connection with which the Company will issue a number of Series B Membership Interests to each Member receiving a Series B Membership Interest as set forth opposite such Member’s name on Exhibit A hereto; (iii) WIND will issue one share of its class B common stock, par value $0.001 per share (the “Class B Shares”) to each Member for each Series B Membership Interest issued to such Member; and (iv) the Company will issue a number of Series A Membership Interests to WIND equal to the number of Class A Shares issued by WIND pursuant to the Merger Agreement; and immediately after the Effective Time, the Company will issue a number of Series B Membership Interests, and WIND shall issue corresponding Class B Shares, to HSH Nordbank AG, New York Branch, in consideration of the exercise of a warrant for the purchase of Units (in the form outstanding under the Prior LLC Agreement);

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WHEREAS, pursuant to the Blocker Merger Agreement, at the Blocker Merger Effective Time specified therein, WIND will issue      Class A Shares to D. E. Shaw MWPH Acquisition Holdings, L.L.C., and at the Effective Time, the Company will issue      Series A Membership Interests to WIND;

WHEREAS, pursuant to the IPO Underwriting Agreement, WIND will issue      Class A Sharesto the public in the IPO and use the net proceeds received by it to purchase      additional Series A Membership Interests (and may issue additional Class A Shares and purchase an equivalent number of Series A Membership Interests with the net proceeds thereof if and to the extent the IPO Underwriters exercise their option to purchase additional Class A Shares); and

WHEREAS, upon consummation of the IPO, and with the Required Sponsor Approval pursuant to Section 13.5 of the Prior LLC Agreement, as evidenced by their signatures hereto, WIND will serve as the sole managing member (the “Managing Member”) of the Company;

NOW, THEREFORE, the Members and the Company hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Adjusted Capital Account” means, with respect to any Member, the balance in such Member’s Capital Account as of the end of the relevant Fiscal Year or period, adjusted as follows:

(a)increased by the sum of (x) any amounts which such Member is obligated or has agreed to contribute (but has not yet contributed) to the Company and (y) the amounts which such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treas. Reg. § 1.704-1(b)(2)(ii)(c), Treas. Reg. § 1.704-2(g)(1) and Treas. Reg. § 1.704-2(i)(5); and

(b)decreased by the items described in subclauses (4), (5) and (6) of Treas. Reg. § 1.704-1(b)(2)(ii)(d) with respect to such Member.

“Affiliate” means, when used with respect to a specified Person, any Person which (a) directly or indirectly Controls, is Controlled by or is Under Common Control with such specified Person, (b) is an officer, director, general partner, trustee or manager of such specified Person or of a Person described in clause (a), or (c) is a Relative of such specified Person or of an individual described in clauses (a) or (b).

“Agreement” means this Limited Liability Company Agreement.

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“Applicable Law” means, to the extent applicable to the Company or its activities or any Member, as applicable: (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

“Assumed Tax Liability” means an amount equal to 43% times the aggregate amount of all items of income, gain, deduction, loss, and credit allocated to such Member pursuant to Section 7.05 (computed without regard to (i.e., ignoring) any reduction in income attributable to any basis adjustments with respect to a Member as a result of the Company’s election pursuant to Section 754 of the Code).

“Blocker Merger Agreement” means the Agreement and Plan of Merger dated as of the Effective Date among WIND, the Company, D. E. Shaw MWPH Acquisition Holdings, L.L.C. and the Blocker LLCs party thereto.

“Book Value” means, with respect to any property, such property’s adjusted basis for federal income tax purposes, except as follows:

(a)The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as reasonably determined by the Managing Member;

(b)The Book Values of all properties shall be adjusted to equal their respective fair market values as determined in the Managing Member’s discretion in connection with (i) the acquisition of an interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution to the Company, (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company, or (iii) the liquidation of the Company within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(g)(I) (other than pursuant to Section 708(b)(1)(B) of the Code);

(c)The Book Value of property distributed to a Member shall be the fair market value of such property as determined by the Managing Member; and

(d)The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treas. Reg. § 1.704-1 (b)(2)(iv)(m) and clause (f) of the definition of Net Profits and Net Losses; provided, however, that Book Value shall not be adjusted pursuant to this clause (d) to the extent the Managing Member determines that an adjustment pursuant to clause (b) hereof is necessary or

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appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this clause (d).

If the Book Value of property has been determined or adjusted pursuant to clauses (b) or (d) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Net Profits and Net Losses and other items allocated pursuant to Article 7.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York City, New York are authorized by law to close.

“Business Opportunity” is defined in Section 5.04.

“Capital Account” is defined in Section 7.01(a).

“Capital Contribution” means the amount of all cash capital contributions by a Member to the Company and the fair market value of any property contributed by a Member to the Company (net of any liabilities secured by such property that the Company is considered to assume or take subject to under Section 752 of the Code).

“Certificate” is defined in the recitals.

“Change” is defined in the recitals.

“Class A Shares” is defined in the recitals.

“Class B Shares” is defined in the recitals.

“Closing Date” means the closing date of the IPO.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal income tax code.

“Company” is defined in the preamble.

“Company Minimum Gain” means “partnership minimum gain” as that term is defined in Treas. Reg. § 1.704-2(d).

“Control,” including the correlative terms “Controlling,” “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

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“Delaware LLC Act” is defined in the recitals.

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such taxable year, except that (a) with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the remedial allocation method pursuant to Treas. Reg. § 1.704-3(d), Depreciation for such taxable year shall be the amount of Book Value recovered for such taxable year under the rules prescribed by Treas. Reg. § 1.704-3(d)(2), and (b) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such taxable year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided that if the adjusted tax basis of any property at the beginning of such taxable year is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Managing Member.

“Depreciation Recapture” is defined in Section 7.05.

“Dispute” is defined in Article 14.

“Economic Risk of Loss” has the meaning assigned to such term in Treas. Reg. § 1.752-2(a).

“Effective Date” is defined in the Merger Agreement.

“Effective Time” is defined in the Merger Agreement.

“Equity Securities” means, as applicable, (a) any capital stock, membership interests, other share capital or securities containing any profit participation features, (b) any securities directly or indirectly convertible or exercisable into or exchangeable for any capital stock, membership interests, other share capital or securities containing any profit participation features, (c) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests, other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible or exercisable into or exchangeable for any capital stock, membership interests, other share capital or securities containing any profit participation features, (d) any share appreciation rights, phantom share rights or other similar rights, or (e) any equity securities, rights or instruments issued or issuable with respect to any of the foregoing referred to in clauses (a) through (d) above in connection with a combination, subdivision, recapitalization, merger, consolidation, conversion, share exchange or other reorganization or similar event or transaction.

“Exchange Agreement” means the Exchange Agreement dated as of the Effective Date among WIND and the other parties thereto.

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“Exchange Rate” is defined in the Exchange Agreement; provided that for purposes of Section 4.02 and Section 4.03, the “Exchange Rate” for determining the number of Series A Membership Interests to be issued, forfeited, vested, redeemed, repurchased or otherwise dealt with in connection with similar actions involving Class A Shares shall be the same for Series A Membership Interests as it is at the time under the Exchange Agreement for Exchanges (as defined in the Exchange Agreement) of Series B Membership Interests for Class A Shares.

“Fair Market Value” means, with respect to specified property as of any date, the fair market value for such property as between a willing buyer under no compulsion to buy and a willing seller under no compulsion to sell in an arm’s length transaction occurring on such date, taking into account all relevant factors determinative of value (including in the case of securities any restrictions on transfer applicable thereto), as is reasonably determined in good faith by the Managing Member.

“Fiscal Year” means, except as otherwise required by Applicable Law, for the Company’s financial reporting and federal income tax purposes, a period commencing January 1 and ending December 31 of each year, or such other period as the Managing Member may determine.

“Indemnitee” is defined in Section 12.02.

“Initiating Party” is defined in Article 14.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“IPO” is defined in the recitals.

“IPO Corporation” is defined in the recitals.

“IPO Underwriters” is defined in the recitals.

“IPO Underwriting Agreement” is defined in the recitals.

“Losses” is defined in Section 12.02.

“Majority Holders,” at any time, means Members holding a majority of the Series B Membership Interests at such time outstanding; provided, however, that if the outstanding Series B Membership Interests represent less than 25% of the aggregate Series B Membership Interests issued at the Effective Time, “Majority Holders” shall mean the Managing Member.

“Managing Member” is defined in the recitals.

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“Member” means (i) until the Effective Time, WIND and any other Merger LLC Member and (ii) upon and after the Effective Time, each Person listed on Exhibit A hereto and each other Person that becomes a member of the Company as provided herein, so long as such Person continues as a member of the Company.

“Membership Interest” means a Series A Membership Interest, Series B Membership Interest or a membership interest in respect of any other class of Membership Interests that hereafter may be issued by the Company in accordance with Section 4.02.

“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treas. Reg. § 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treas. Reg. § 1.704-2(i)(2).

“Member Nonrecourse Deductions” has the meaning assigned to the term “partner nonrecourse deductions” in Treas. Reg. § 1.704-2(i)(1).

“Merger Agreement” is defined in the recitals.

“Merger LLC” is defined in the recitals.

“Merger LLC Certificate” is defined in the recitals.

“Merger LLC Member” is defined in Section 2.02.

“Merger LLC Officers” is defined in Section 2.02(n).

“Merger LLC Unit” is defined in Section 2.02(j).

“Net Profits” and “Net Losses” for any Fiscal Year or other period means, respectively, an amount equal to the Company’s taxable income or loss for such taxable year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a)Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits and Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be added to such taxable income or loss;

(b)Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profits or Net

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Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be subtracted from such taxable income or loss;

(c)In the event the Book Value of any asset is adjusted pursuant to clause (b), clause (c) or clause (d) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses;

(d)Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(e)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such taxable year;

(f)To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses; and

(g)Any items that are allocated pursuant to Section 7.04 shall be determined by applying rules analogous to those set forth in clauses (a) through (f) hereof but shall not be taken into account in computing Net Profits and Net Losses.

“Nonrecourse Deductions” is defined in Treas. Reg. § 1.704-2(b).

“Notice” is defined in Section 15.08.

“Prior LLC Agreement” is defined in the preamble.

“Panel” is defined in Article 14.

“Percentage Interest” of each Member is set forth on Exhibit A hereto, which may be amended from time to time and which shall be equal to a fraction (expressed as a percentage), the numerator of which is the number of Series A Membership Interests and Series B Membership Interests held by such Member and the denominator of which is the number of

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Series A Membership Interests and Series B Membership Interests held by all the Members (it being understood that if the Company hereafter issues any Equity Securities other than Series A Membership Interests or Series B Membership Interests, then this definition shall be changed pursuant to an amendment of this Agreement in accordance with the terms hereof).

“Permitted Transferee” means (i) the spouse of such Member, (ii) any trust, or family partnership or family limited liability company, the sole beneficiary of which is such Member, the spouse of, or any Person related by blood or adoption to, such Member, (iii) an Affiliate of such Member, (iv) in the context of a distribution by such Member to its direct or indirect equity owners substantially in proportion to such ownership, the partners, members or stockholders of such Member, or the partners, members or stockholders of such partners, members or stockholders and (v) any Transferee in a Transfer that complies with Article 10.

“Permitted Transferee Member” means a Permitted Transferee that is admitted as a Member pursuant to the terms of this Agreement.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Effective Date among WIND and the other parties thereto.

“Regulatory Allocations” is defined in Section 7.04(b).

“Relative” means any Person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships and any Person sharing such Person’s household (other than a tenant or employee).

“Renounced Business Opportunity” is defined in Section 5.04.

“Responding Party” is defined in Article 14.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Series A Membership Interests” is defined in Section 4.01(a).

“Series B Membership Interests” is defined in Section 4.01(a).

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“Sponsor Group” is defined in Section 5.04.

“Subsidiary” means (a) any corporation, limited liability company or other entity a majority of the capital stock or other equity interests of which having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is at the time owned, directly or indirectly, with power to vote, by the Company or any direct or indirect Subsidiary of the Company or (b) a partnership in which the Company or any direct or indirect Subsidiary is a general partner.

“Subsidiary Partnership” means an entity which is a partnership for U.S. federal income tax purposes and with respect to which the Company Controls, directly or indirectly, the general partner or managing member of such entity or otherwise Controls such entity.

“Tax Distribution Date” is defined in Section 6.02.

“Tax Matters Member” is defined in Section 13.05(a).

“Tax Receivable Agreement” means the Tax Receivable Agreement dated as of the Effective Date among WIND, the Company and the other parties thereto.

“Transfer” is defined in Section 10.01.

“Transaction Documents” means, collectively, this Agreement, the Exchange Agreement, the Registration Rights Agreement and the Tax Receivable Agreement.

“Treasury Regulations” or “Treas. Reg.” means the Federal income tax regulations promulgated under the Code, as such Treasury Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Treasury Regulations shall be deemed also to refer to any corresponding provisions of succeeding Treasury Regulations).

“WIND” is defined in the recitals.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Annexes are to Articles, Sections, Exhibits and Annexes of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like

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import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

ARTICLE 2

THE EFFECTIVE TIME

Section 2.01.  Prior to, Upon and After the Effective Time.

(a)Prior to the Effective Time, this Agreement shall be Merger LLC’s “operating agreement” within the meaning of the Delaware LLC Act, and the provisions of Article 1, this Article 2 and Section 15.05 shall control.

(b)Upon and after the Effective Time,(i) this Agreement shall amend, restate and replace in its entirety the Prior LLC Agreement and become the limited liability company agreement of the Company and the Company’s “operating agreement” within the meaning of the Delaware LLC Act, and (ii) the provisions of this Article 2, other than subsections (b) and (c) of this Section 2.01, shall be wholly inoperable.

(c)The remaining provisions of Article 3 through Article 15 shall be inoperable until the Effective Time and shall become effective upon the Effective Time.

Section 2.02.  Formation of Merger LLC.  WIND, having filed the Merger LLC Certificate with the Secretary of State pursuant to the Delaware LLC Act, and as the sole member (a “Merger LLC Member”) of Merger LLC, hereby agrees as follows:

(a)Name.  The name of the limited liability company formed by the filing of the Merger LLC Certificate is First Wind Merger, LLC.

(b)Filing of Certificates.  WIND, as an authorized person, within the meaning of the Delaware LLC Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates required or permitted by the Delaware LLC Act to be filed in the Office of the Secretary of State and any other certificates, notices or documents required or permitted by law for Merger LLC to qualify to do business in any jurisdiction in which Merger LLC may wish to conduct business.

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(c)Purposes.  The purposes of Merger LLC are (i) to enter into and perform the Merger Agreement and (ii) to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware LLC Act.

(d)Powers.  In furtherance of its purposes, but subject to all of the provisions of this Agreement, Merger LLC shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Delaware LLC Act.  Merger LLC shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of Merger LLC, and shall have, without limitation, any and all of the powers that may be exercised on behalf of Merger LLC by WIND.

(e)Principal Business Office.  The principal business office of Merger LLC shall be located at such location as may hereafter be determined by WIND.

(f)Registered Office; Registered Agent.  The address of the registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name and address of the registered agent of Merger LLC in the State of Delaware is the Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

(g)Merger LLC Member.  The name of the sole Merger LLC Member is First Wind Holdings Inc. and its mailing address is 179 Lincoln Street, Suite 500, Boston, Massachusetts 02111, Attention:  General Counsel.

(h)Limited Liability.  Except as required by the Delaware LLC Act, the debts, obligations and liabilities of Merger LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of Merger LLC, and WIND shall not be obligated personally for any such debt, obligation or liability of Merger LLC solely by reason of being a Merger LLC Member.

(i)Capital Contributions.  WIND is deemed admitted as a Merger LLC Member upon its execution and delivery of this Agreement.  WIND may, but is not obligated to make any capital contribution to Merger LLC.

(j)Merger LLC Units; Capitalization.  Each Merger LLC Member’s interest in Merger LLC, including such Merger LLC Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of Merger LLC and the right to vote, if any, on certain Merger LLC matters, shall be represented by units of limited liability company interest (each, a “Merger LLC Unit”).  The total number of authorized Merger LLC Units consists of an unlimited number of authorized Merger LLC Units.

(k)Allocation of Profits and Losses.  Merger LLC’s profits and losses shall be allocated solely to WIND.

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(l)Distributions.  Subject to the limitations of Section 18-607 of the Delaware LLC Act and any other applicable law, distributions shall be made to WIND at the times and in the aggregate amounts determined by WIND.

(m)Management.  In accordance with Section 18-402 of the Delaware LLC Act, management of Merger LLC shall be vested in WIND.  WIND shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.  WIND has the authority to bind Merger LLC.

(n)Merger LLC Officers.  WIND may, from time to time as it deems advisable, select natural persons who are employees or agents of Merger LLC and designate them as Merger LLC officers (the “Merger LLC Officers”) and assign titles to any such person.  Unless WIND decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.  Any delegation pursuant to this subsection (n) may be revoked at any time by WIND.  A Merger LLC Officer may be removed with or without cause by WIND.

(o)Other Business.  WIND may engage in or possess an interest in other business ventures of every kind and description, independently or with others.  Merger LLC shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

(p)Exculpation and Indemnification.

(i)To the fullest extent permitted by the laws of the State of Delaware and except in the case of bad faith, gross negligence or willful misconduct, no Merger LLC Member or Merger LLC Officer shall be liable to Merger LLC or any other Merger LLC Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Merger LLC Member or Merger LLC Officer in good faith on behalf of Merger LLC and in a manner reasonably believed to be within the scope of the authority conferred on such Merger LLC Member or Merger LLC Officer by this Agreement.

(ii)Except in the case of bad faith, gross negligence or willful misconduct, each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Merger LLC Member or Merger LLC Officer, shall be indemnified and held harmless by Merger LLC to the fullest extent permitted by the laws of the State of Delaware for directors and officers of

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corporations organized under the laws of the State of Delaware.  Any indemnity under this clause (ii) shall be provided out of and to the extent of Merger LLC’s assets only, and no Merger LLC Member shall have personal liability on account thereof.

(q)        Assignments.  WIND may not assign in whole or in part its limited liability company interest in Merger LLC.

(r)         Resignation.  WIND may at any time resign from Merger LLC.  If WIND resigns pursuant to this subsection (r), an additional Merger LLC Member designated by WIND shall be admitted to Merger LLC, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Merger LLC Member shall cease to be a Merger LLC Member.

(s)        Admission of Additional Merger LLC Members.  One or more additional Merger LLC Members may be admitted to Merger LLC with the written consent of WIND.

(t)         Dissolution.

(i)            Merger LLC shall dissolve and its affairs shall be wound up upon the first to occur of:  (A) the written consent of WIND or (B) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware LLC Act.

(ii)           In the event of dissolution, Merger LLC shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of Merger LLC in an orderly manner), and the assets or proceeds from the sale of the assets of Merger LLC shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Delaware LLC Act.

(u)        Severability.  If any provision of this Section 2.02 or the application thereof is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable to any extent, the remainder of this Section 2.02 and the application of such provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(v)        Entire Agreement.  This Section 2.02 constitutes the entire agreement of WIND with respect to the subject matter of this Section 2.02.

(w)       Amendments.  This Section 2.02 may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by WIND.

(x)        Sole Benefit of Merger LLC Member.  The provisions of this Section 2.02 are intended solely to benefit WIND and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of Merger LLC (and no such creditor

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shall be a third-party beneficiary of this Agreement), and WIND shall have no duty or obligation to any creditor of Merger LLC to make any contributions or payments to Merger LLC.

ARTICLE 3

ORGANIZATION

Section 3.01.  Formation; Amendment and Restatement.  The Company was formed as a Delaware limited liability company under and pursuant to the Delaware LLC Act.  The Members agree to continue the Company as a limited liability company under the Delaware LLC Act, upon the terms and subject to the conditions set forth in this Agreement.  The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Delaware LLC Act and this Agreement.  To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware LLC Act, control.

Section 3.02.  Company Name.  The name of the Company is First Wind Holdings, LLC.  The business of the Company may be conducted under that name or such other names as the Managing Member may from time to time designate; provided, however, that the Company complies with Applicable Law relating to name changes and the use of fictitious and assumed names.

Section 3.03.  Purposes of the Company.  The purposes of the Company are to (a) acquire, own, operate and manage wind power generation projects directly or through Subsidiaries and (b) to carry on any lawful business or activity and to have and exercise all of the powers, rights and privileges which a limited liability company organized pursuant to the Delaware LLC Act may have and exercise.  The Company shall not conduct any business which is forbidden by or contrary to Applicable Law.

Section 3.04.  Principal Place of Business.  The principal place of business of the Company shall be at such place as the Managing Member may designate.  The Company may establish or abandon from time to time such additional offices and places of business as the Managing Member may deem appropriate in the conduct of the Company’s business.

Section 3.05.  Registered Office and Agent.  The name of the registered agent for service of process of the Company and the address of the Company’s registered office in the State of Delaware shall be the initial registered agent named in the Certificate and the office of the initial registered agent named in the Certificate, or such other agent or office in the State of Delaware as the Managing Member or the officers may from time to time determine.

Section 3.06.  Qualification in Other Jurisdictions.  The Managing Member or the Chief Executive Officer shall execute, deliver and file certificates (and any amendments and/or

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restatements thereof) necessary for the Company to qualify to do business in the jurisdictions in which the Company may wish to conduct business.  In those jurisdictions in which the Company may wish to conduct business in which qualification or registration under assumed or fictitious names is required or desirable, the Managing Member or the Chief Executive Officer shall cause the Company to be so qualified or registered in compliance with Applicable Law.

Section 3.07.  Term.  The term of the Company shall continue indefinitely unless the Company is dissolved in accordance with the provisions of this Agreement and the Delaware LLC Act.

Section 3.08.  No State-law Partnership.  The Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Member or officer shall be a partner or joint venturer of any other Member or officer by virtue of this Agreement, for any purposes other than as is set forth in the last sentence of this Section 3.08, and this Agreement shall not be construed to the contrary.  The Members intend that the Company be treated as a partnership for U.S. federal income tax purposes and under state tax laws, and the Company shall not elect to be treated as an association taxable as a corporation.

ARTICLE 4

CAPITALIZATION

Section 4.01.  Membership Interests; Capitalization.

(a)        Membership Interests; Capitalization.  Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by units of limited liability company interest (each, a “Membership Interest”).  The Company shall have two authorized classes of Membership Interests, designated “Series A Membership Interests” and “Series B Membership Interests.”  The total number of authorized Membership Interests consists of an unlimited number of authorized Series A Membership Interests and      Series B Membership Interests.  The ownership by a Member of Membership Interests shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 6 and Article 7.

(b)        Issuances of Series A Membership Interests to Managing Member.  At the Effective Time, the Company shall issue one Series A Membership Interest to the Managing Member, and upon consummation of the IPO, the Company shall issue to the Managing Member the balance of the number of Series A Membership Interests set forth opposite the Managing Member’s name under the column “Series A Membership Interests” set forth on Exhibit A.  The Managing Member shall hold all Series A Membership Interests, and additional Series A

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Membership Interests may only be issued to the Managing Member, in accordance with the terms and conditions of this Agreement.

(c)        Issuances of Series B Membership Interests.  At the Effective Time and pursuant to the Merger Agreement, the Company shall issue to each Member (other than the Managing Member) the number of Series B Membership Interests set forth opposite such Member’s name under the column “Series B Membership Interests” on Exhibit A.  After the Effective Time for each Series B Membership Interest issued to a Member, WIND shall issue one Class B Share to such Member.

(d)        Members.  The Managing Member and the Persons listed on Exhibit A are the sole Members of the Company as of the Effective Time.  Exhibit A will be amended by the Company from time to time in accordance with Section 5.01.

(e)        Certificates; Legends.  Membership Interests shall be issued in non certificated form; provided that, at the request of any Member, the Managing Member shall cause the Company to issue one or more certificates to any such Member holding Series B Membership Interests representing in the aggregate the Series B Membership Interests held by such Member.  If any Series B Membership Interest certificate is issued, then such certificate shall bear a legend substantially in the following form:

THIS CERTIFICATE EVIDENCES SERIES B MEMBERSHIP INTERESTS REPRESENTING A MEMBERSHIP INTEREST IN FIRST WIND HOLDINGS, LLC AND IS A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE.  THE MEMBERSHIP INTEREST IN FIRST WIND HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.  THE MEMBERSHIP INTEREST IN FIRST WIND HOLDINGS, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF FIRST WIND HOLDINGS, LLC, DATED AS OF           , 2010, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

Section 4.02.  Authorization and Issuance of Additional Membership Interests.

(a)        The Managing Member shall have the right to cause the Company to issue and/or create and issue at any time after the date hereof, and for such amount and form of consideration as the Managing Member may determine, additional Membership Interests (of Series A Membership Interests, Series B Membership Interests or new classes) or other Equity Securities of the Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 15.09.  The Managing Member shall have the power to make such amendments to this Agreement in

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order to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 4.02(a), subject to Section 15.09.

(b)        At any time WIND issues one or more Class A Shares (other than an issuance of the type covered by Section 4.02(d)), WIND shall promptly contribute to the Company all the net proceeds (if any) received by WIND with respect to such Class A Share or Class A Shares.  Upon the contribution by WIND to the Company of all of such net proceeds so received by WIND, the Managing Member shall cause the Company to issue a number of Series A Membership Interests determined based upon the Exchange Rate then in effect, registered in the name of WIND.

(c)        At any time WIND issues one or more shares of capital stock of WIND (other than Class A Shares or Class B Shares), WIND shall contribute all (but not less than all) the net proceeds (if any) received by WIND with respect to such share or shares of capital stock to the Company.  After WIND contributes to the Company all (but not less than all) such net proceeds so received by WIND, then, subject to the provisions of Section 4.02(a) and Section 15.09, the Managing Member shall cause the Company to issue a corresponding number of Membership Interests or other Equity Securities of the Company (other than Series A Membership Interests or Series B Membership Interests) (such corresponding number of Membership Interests to be determined in good faith by the Managing Member, taking into account the powers, designations, preferences and rights of such capital stock) registered in the name of WIND.

(d)        At any time WIND issues one or more Class A Shares in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue a corresponding number of Series A Membership Interests, registered in the name of WIND (determined based upon the Exchange Rate then in effect); provided that WIND shall be required to contribute all (but not less than all) the net proceeds (if any) received by WIND from or otherwise in connection with such issuance of one or more Class A Shares, including the exercise price of any option exercised, to the Company.  If any such Class A Shares so issued by WIND in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Series A Membership Interests that are issued by the Company to WIND in connection therewith in accordance with the preceding provisions of this Section 4.02(d) shall be subject to vesting or forfeiture on the same basis; if any of such Class A Shares vest or are forfeited, then a corresponding number of the Series A Membership Interests (determined based upon the Exchange Rate then in effect) issued by the Company in accordance with the preceding provisions of this Section 4.02(d) shall automatically vest or be forfeited.  Any cash or property held by either WIND or the Company or on either’s behalf in respect of dividends paid on restricted Class A Shares that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Shares.

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(e)        For purposes of this Section 4.02, “net proceeds” means gross proceeds to WIND from the issuance of Class A Shares or other securities less all bona fide out-of-pocket expenses of WIND, the Company and their respective Subsidiaries in connection with such issuance.

Section 4.03.  Repurchase or Redemption of Class A Shares. If, at any time, any Class A Shares are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by WIND for cash, then the Managing Member shall cause the Company, concurrently with such repurchase or redemption of Class A Shares, to redeem a corresponding number of Series A Membership Interests held by WIND (determined based upon the Exchange Rate then in effect), at an aggregate redemption price equal to the aggregate purchase or redemption price of the Class A Share or Class A Shares being repurchased or redeemed by WIND (plus any expenses related thereto) and upon such other terms as are the same for the Class A Share or Class A Shares being repurchased or redeemed by WIND.

Section 4.04.  Changes in Common Stock.  Any subdivision (by stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of Class A Shares shall be accompanied by an identical subdivision or combination, as applicable, of the Series A Membership Interests.

ARTICLE 5

MEMBERS

Section 5.01.  Names and Addresses.  The names and addresses of the Members are set forth on Exhibit A attached hereto and made a part hereof.  The Managing Member shall cause Exhibit A to be amended from time to time to reflect the admission of any additional Member, the withdrawal or termination of any Member, receipt by the Company of notice of any change of address of a Member or the occurrence of any other event requiring amendment of Exhibit A.

Section 5.02.  No Liability for Status as Member.  The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company; and no Member shall have any personal liability whatsoever solely by reason of its status as a Member, whether to the Company or to any creditor of the Company, for the debts, obligations or liabilities of the Company or for any of its losses beyond the amount of such Member’s personal obligation to pay its Capital Contribution to the Company, and as otherwise set forth in the Delaware LLC Act or under Applicable Law.  Except as otherwise expressly provided in the Delaware LLC Act, the liability of each Member for Capital Contributions shall be limited to the amount of Capital Contributions required to be made by such Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.  In no event shall any Member enter into any agreement or instrument that would create or purport to create personal liability on the part of any other Member for any debts, obligations or liabilities of the Company without the prior written consent of such other Member.  It is acknowledged and

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agreed that no Member is obligated to pay or make any future Capital Contribution to the Company.

Section 5.03.  No Restrictions Of Business Pursuits Of Member.  This Agreement shall not preclude or limit in any respect the right of any Member to engage in or possess any interest in other business ventures of any kind, nature or description.

Section 5.04.  Business Opportunities.

(a)        The Company hereby renounces any interest or expectancy in any business opportunity, transaction or other matter in which any member of the Sponsor Group participates or desires or seeks to participate in and that involves any aspect of the energy business or industry (each, a “Business Opportunity”) other than a Business Opportunity that is identified by the Sponsor Group solely through the disclosure of information by or on behalf of the Company (any other Business Opportunity referred to as a “Renounced Business Opportunity”).  No member of the Sponsor Group shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company, and any member of the Sponsor Group may pursue for itself or direct, sell, assign or transfer to a Person other than the Company any Renounced Business Opportunity.

(b)        Any Person purchasing or otherwise acquiring any Membership Interests shall be deemed to have consented to these provisions.

(c)        As used in this Section 5.04, “Sponsor Group” means, collectively, D. E. Shaw MWP Acquisition Holdings, L.L.C., a Delaware limited liability company, Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership, any of their respective Affiliates (other than WIND and its Subsidiaries) and any portfolio company in which D. E. Shaw MWP Acquisition Holdings, L.L.C. or Madison Dearborn Capital Partners IV, L.P., or any of their respective Affiliates has an equity investment (other than WIND and its Subsidiaries).

Section 5.05.  Transactions Between Members and the Company.  Except as otherwise provided by Applicable Law, a Member may, but shall not be obligated to, lend money to the Company, act as a surety or guarantor for the Company, or transact other business with the Company, and has the same rights and obligations when transacting business with the Company as a person or entity who is not a Member, provided such transactions shall be entered into on terms and conditions customary in arm’s length transactions between unrelated parties.

Section 5.06.  Meeting of Members.  Any action permitted or required to be taken by the Members pursuant to this Agreement may be considered at a meeting of such Members held not less than ten days after notification thereof shall have been given by the Managing Member to all Members.  Such notification may be given by the Managing Member, in its discretion, at any time.  Any such notification shall state briefly the purpose, time and place of the meeting.  All such meetings shall be held within or outside the State of Delaware at such reasonable place as

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the Managing Member shall designate and during normal business hours, and may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.  The Members may vote at any such meeting in person or by proxy.  Participation in such a meeting shall constitute presence in person at such meeting.  No notice of the time, place or purpose of any meeting need be given to any Member who, either before or after the time of such meeting, waives such notice in writing.  At any meeting of the Members, the Managing Member, whether present in person or by proxy, shall, except as otherwise provided by law or by this Agreement, constitute a quorum.  Whenever any Company action is to be taken by vote of the Members at a meeting, it shall be authorized upon receiving the affirmative vote of the Managing Member.  For the avoidance of doubt, Members owning Series B Membership Interests shall not be entitled, with respect to such Series B Membership Interests, to vote on or approve or consent to any action permitted or required to be taken or any determination required to be made by the Company or the Members, including the right to vote on or approve or consent to any merger or consolidation involving the Company, or any amendment to this Agreement, other than pursuant to Section 15.09.

Section 5.07.  Action by Members Without Meeting.  Any action permitted or required to be taken by the Members pursuant to this Agreement may be effected at a meeting of the Members or by consent in writing or by electronic transmission of the Managing Member, with the same effect as if taken at a meeting of the Members.

Section 5.08.  Limited Rights of Members.  Other than as provided in this Article 5 and Article 11 (and Article 8 in the case of the Managing Member), no Member, in such Person’s capacity as a Member, shall have the power or authority to act for or on behalf of, or to bind, the Company, or to vote at any meeting of the Members.

ARTICLE 6

DISTRIBUTIONS

Section 6.01.  Distributions.  To the extent permitted by Applicable Law and hereunder, distributions to Members may be declared by the Managing Member out of funds legally available therefor in such amounts and on such terms (including the payment dates of such distributions) as the Managing Member shall determine using such record date as the Managing Member may designate; such distribution shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Managing Member shall have the obligation to make distributions as set forth in Sections 6.02 and 11.01; and provided further that, notwithstanding any other provision herein to the contrary, no distributions shall be made to any Member to the extent such distribution would render the Company insolvent.  For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due.  Promptly following the designation of a record date and the declaration of a distribution pursuant to this Section 6.01, the Managing

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Member shall give notice to each Member of the record date, the amount and the terms of the distribution and the payment date thereof.  In furtherance of the foregoing, it is intended that the Managing Member shall, to the extent permitted by Applicable Law and hereunder, have the right in its sole discretion to make distributions to the Members pursuant to this Section 6.01 in such amounts as shall enable WIND to meet its obligations pursuant to the Tax Receivable Agreement.

Section 6.02.  Distributions for Payment of Income Tax.  On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to the date on which estimated U.S. federal income tax payments are required to be made by calendar year individual taxpayers and each due date for the U.S. federal income tax return of an individual calendar year taxpayer (without regard to extensions), the Company shall make a distribution to each Member of cash in an amount equal to such Member’s Assumed Tax Liability, if any (the “Tax Distributions”)  Distributions pursuant to this Section 6.02 shall be treated as an advance distribution under Section 6.01 and shall be offset against future distributions that such holder of Membership Interests would otherwise be entitled to receive pursuant to Section 6.01.  The calculation of Assumed Tax Liability shall take into account the carry forward of prior losses and the character of the items allocated (e.g., capital or ordinary) and shall treat each distribution made pursuant to this Section 6.02 as a payment of taxes or estimated taxes.  If on a Tax Distribution Date there are not sufficient funds on hand to distribute to each Member the full amount of such Member’s Assumed Tax Liability, distributions pursuant to this Section 6.02 shall be made to the Members to the extent of the available funds in proportion to each Member’s Assumed Tax Liability and the Company shall make future distributions as soon as funds become available to pay the remaining portion of such Member’s Assumed Tax Liability.  All distributions made pursuant to this Section 6.02 shall be made on a pro rata basis in accordance with Percentage Interests.  In the event of any audit adjustment by a taxing authority that affects the calculation of any Member’s Tax Distribution for any taxable tear, or in the event the Company files an amended return which has such effect, each Member’s Tax Distribution with respect to such year shall be recalculated by giving effect to such audit adjustment or changes reflected in the amended return, as applicable (and by including therein an additional amount that, when distributed to the Members pursuant to this sentence, will be sufficient to cover any interest or penalties incurred by any of Member or former Member in connection therewith), and (x) any shortfall in the amount of Tax Distributions the Members and Former Members received for the relevant taxable years based on such audit recalculated Tax Distribution amount shall promptly be distributed to such Members and Former Members, except to the extent that distributions were made to such Members and former Members pursuant to Section 6.01 in the relevant taxable years and (y) any excess in the amount of Tax Distributions the Members received for the relevant taxable years based audit recalculated Tax Distribution shall be applied against the subsequent Tax Distributions due to such Member.

Section 6.03.  Limitations on Distributions.  Notwithstanding anything to the contrary contained in this Agreement, distributions to Members shall be subject to the restrictions contained in §18-607 of the Delaware LLC Act.

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Section 6.04.  Withholding.

(a)        Authority to Withhold; Treatment of Withheld Amounts.  Each Member hereby authorizes the Company and the Managing Member on behalf of the Company to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Company (pursuant to any provision of United States federal, state or local or foreign law) with respect to such Member or as a result of such Member’s participation in the Company; and if and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such withholding or other tax is paid, which payment shall be deemed to be a distribution with respect to such Member’s Membership Interest in the Company.

(b)        Indemnification.  Each Member shall, to the fullest extent permitted by Applicable Law, indemnify and hold harmless the Managing Member and each other Person (other than the Company) who is or who is deemed to be the responsible withholding agent for United States federal, state or local or foreign income tax purposes against all claims, liabilities and expenses of whatever nature (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result from such Managing Member’s or such other Person’s gross negligence, willful misconduct or fraud) relating to the Company’s, the Managing Member’s or such other Person’s obligation to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Company or any of its Affiliates with respect to such Member or as a result of such Member’s participation in the Company.

(c)        Refunds.  In the event that the Company receives a refund of taxes previously withheld, the economic benefit of such refund shall be apportioned among the Members in a manner reasonably determined by the Managing Member to offset the prior operation of this Section 6.04 in respect of such withheld taxes.

ARTICLE 7

ALLOCATIONS AND TAX MATTERS

Section 7.01.  Capital Accounts and Adjusted Capital Accounts.

(a)        Establishment of Capital Accounts.  There shall be established and maintained for each Member on the books of the Company a capital account (a “Capital Account”). Each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752) and (iii) allocations to such Member of Net Profits and any other items of income or gain allocated to such Member, and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the

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distributed property that such Member is considered to assume or take subject to under Code Section 752), and (iii) allocations to such Member of Net Losses and any other items of loss or deduction allocated to such Member.  The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value.  On the transfer of all or part of a Member’s Membership Interests, the Capital Account of the transferor that is attributable to the transferred Membership Interests shall carryover to the transferee Member in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(1).  A Member that has more than one class of Membership Interests shall have a single Capital Account that reflects all such Membership Interests.

(b)Negative Balances; Interest.  None of the Members shall have any obligation to the Company or to any other Member to restore any negative balance in its Capital Account.  No interest shall be paid by the Company on any Capital Contributions.

(c)No Withdrawal.  No Person shall be entitled to withdraw any part of such Person’s Capital Contributions or Capital Account or to receive any distribution from the Company, except as expressly provided herein.

Section 7.02.  Additional Capital Contributions.  No Member shall be required to make any additional Capital Contributions to the Company or lend any funds to the Company, although any Member may agree with the Managing Member and become obligated to do so.

Section 7.03.  Allocations of Net Profits and Net Losses.  Subject to Section 7.04, Net Profits or Net Losses for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests.

Section 7.04.  Special Allocations.

(a)Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:

(i)Notwithstanding any other provision of this Section 7.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. § 1.704-2(f), (g)(2) and (j).  For purposes of this Section 7.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period.  This Section 7.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith.

(ii)Notwithstanding the other provisions of this Section 7.04 (other than 7.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain

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during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. § 1.704-2(i)(4) and (j)(2).  For purposes of this Section 7.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 7.04(a), other than Section 7.04(a)(i) above, with respect to such taxable period.  This Section 7.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii)Except as provided in Sections 7.04(a)(i) and 7.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 7.04(a)(i) and 7.04(a)(ii).

(iv)In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 7.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 7.04(a) have been tentatively made as if this Section 7.04(a)(iv) were not in this Agreement.

(v)Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.

(vi)Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704-2(i).  If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

(b)Curative Allocation. The allocations set forth in Section 7.04(a) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations.  It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company

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income, gain, loss, or deduction pursuant to this Section 7.04(b).  Therefore, notwithstanding any other provision of this Article 7 (other than the Regulatory Allocations), but subject to the Code and the Treasury Regulations, the Managing Member shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement.  In exercising its discretion under this Section 7.04(b), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

(c)Notwithstanding any other provisions of this Section 7.04, if, following the application of Sections 7.04(a) and 7.04(b), the Managing Member determines in its sole discretion that the allocation provisions in Sections 7.04(a) and 7.04(b) do not reflect the economic arrangements among the Members, then Net Profits and Net Losses shall, following the application of Sections 7.04(a) and 7.04(b), be allocated in the sole discretion of the Managing Member in a manner that the Managing Member concludes reflects the economic arrangements of the Members.

Section 7.05.  Allocation for Income Tax Purposes.

(a)Except as provided in Section 7.05(b), 7.05(c) and 7.05(d), each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Sections 7.03 and 7.04.

(b)The Members recognize that there may be a difference between the Book Value of a Company asset and the asset’s adjusted tax basis at the time of the property’s contribution or revaluation pursuant to this Agreement.  In such a case, all items of tax depreciation, cost recovery, amortization, and gain or loss with respect to such asset shall be allocated among the Members to take into account the disparities between the Book Values and the adjusted tax basis with respect to such properties in accordance with the provisions of Sections 704(b) and 704(c) of the Code and the Treasury Regulations under those sections; provided, however, that any tax items not required to be allocated under Sections 704(b) or 704(c) of the Code shall be allocated in the same manner as such gain or loss would be allocated for book purposes under Sections 7.03 and 7.04.

(c)All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes shall be determined without regard to any election under Section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by Sections 734 and 743 of the Code.

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(d)If any deductions for depreciation, cost recovery or depletion are recaptured as ordinary income upon the sale or other disposition of Company properties, the ordinary income character of the gain from such sale or disposition shall be allocated among the Members in the same ratio as the deductions giving rise to such ordinary income character were allocated.

Section 7.06.  Other Allocation Rules.  All items of income, gain, loss, deduction and credit allocable to Membership Interests that have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as the owner of such Membership Interests, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the regulations thereunder.

Section 7.07.  Certain Costs And Expenses.  The Company shall (a) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conducting, or otherwise related to, the business of the Company, and (b) in the sole discretion of the Managing Member, reimburse the Managing Member for any out-of-pocket costs, fees and expenses incurred by it in connection therewith.  To the extent that the Managing Member reasonably determines in good faith that its expenses are related to the business conducted by the Company and/or its subsidiaries (including any good faith allocation of a portion of expenses that so relate to the business of the Company and/or its subsidiaries and that also relate to other businesses or activities of the Managing Member), then the Managing Member may cause the Company to pay or bear all such expenses of the Managing Member, including, costs of securities offerings not borne directly by Members, compensation and meeting costs of its board of directors, cost of periodic reports to its stockholders, litigation costs and damages arising from litigation, accounting and legal costs and franchise taxes (which are not based on, or measured by, income) provided that the Company shall not pay or bear any income tax obligations of the Managing Member; provided further that the payment of Tax Distributions to the Managing Member shall not be prevented by the foregoing.  Payments under this Section 7.07 are intended to constitute reasonable compensation for past or present services and are not “distributions” within the meaning of §18-607 of the Delaware LLC Act.

ARTICLE 8

MANAGEMENT AND CONTROL OF BUSINESS

Section 8.01.  Management.  (a)  The Members shall possess all rights and powers as provided in the Delaware LLC Act and otherwise by Applicable Law.  Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members

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hereby consent to the exercise by the Managing Member of all such powers and rights conferred on them by the Delaware LLC Act with respect to the management and control of the Company.

(b)Other than with respect to the actions described in Section 11.01(a), the Managing Member shall have the power and authority to delegate to one or more other Persons the Managing Member’s rights and powers to manage and control the business and affairs of the Company, including to delegate to agents and employees of a Member or the Company (including any officers thereof), and to delegate by a management agreement or another agreement with, or otherwise to, other Persons.  The Managing Member may authorize any Person (including any Member or officer of the Company) to enter into and perform any document on behalf of the Company.

(c)The Managing Member shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Section 8.02.  Certain Covenants.  The Managing Member shall not, without the prior written consent of the Majority Holders, cause the merger of the Company with or into WIND or any other Subsidiary thereof.

Section 8.03.  Investment Company Act.  The Managing Member shall use its best efforts to insure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act.

ARTICLE 9

OFFICERS

Section 9.01.  Officers.  The officers of the Company shall be a Chief Executive Officer, a Treasurer and a Secretary, and unless determined otherwise by the Managing Member or the Chief Executive Officer, each other officer of WIND shall also be an officer of the Company, with the same title.  All officers shall be appointed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer) and shall hold office until their successors are appointed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer).  Two or more offices may be held by the same individual.  The officers of the Company may be removed by the Managing Member (or by the Chief Executive Officer to the extent the Managing Member delegates such authority to the Chief Executive Officer) at any time for any reason or no reason.

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Section 9.02.  Other Officers and Agents.  The Managing Member may appoint such other officers and agents as it may deem necessary or advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managing Member.

Section 9.03.  Chief Executive Officer.  The Chief Executive Officer shall be the chief executive officer of the Company and shall have the general powers and duties of supervision and management usually vested in the office of a chief executive officer of a company.  He or she shall preside at all meetings of Members if present thereat.  Except as the Managing Member shall authorize the execution thereof in some other manner, he or she shall execute bonds, mortgages and other contracts on behalf of the Company.

Section 9.04.  Treasurer.  The Treasurer shall have the custody of Company funds and securities and shall keep full and accurate account of receipts and disbursements in a book belonging to the Company.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Company in such depositaries as may be designated by the Managing Member or the Chief Executive Officer.  The Treasurer shall disburse the funds of the Company as may be ordered by the Managing Member or the Chief Executive Officer, taking proper vouchers for such disbursements.  He or she shall render to the Managing Member and the Chief Executive Officer whenever either of them may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Company.  If required by the Managing Member, the Treasurer shall give the Company a bond for the faithful discharge of his duties in such amount and with such surety as the Managing Member shall prescribe.

Section 9.05.  Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of Members and all other notices required by Applicable Law or by this Agreement, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer, or by the Managing Member.  He or she shall record all the proceedings of the meetings of the Company in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Managing Member or by the Chief Executive Officer.

Section 9.06.  Other Officers.  Other officers, if any, shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Managing Member or by the Chief Executive Officer.

ARTICLE 10

TRANSFERS OF INTERESTS; ADMITTANCE OF NEW MEMBERS

Section 10.01.  Transfer of Membership Interests.  Other than as provided for below in this Section 10.01 or in Section 10.02, no Member may sell, assign, transfer, grant a participation in, pledge, hypothecate, encumber or otherwise dispose of (such transaction being herein

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collectively called a “Transfer”) all or any portion of its Membership Interest except with the written consent of the Managing Member, which may be granted or withheld in its sole discretion.  Without the consent of the Managing Member (but otherwise in compliance with Sections 9.01 and 9.02), a Member may, at any time, (a) Transfer any portion of such Member’s Membership Interest pursuant to the Exchange Agreement, and (b) Transfer any portion of such Member’s Membership Interest to a Permitted Transferee of such Member.  Any Transfer of Series B Membership Interests to a Permitted Transferee of such Member must be accompanied by the transfer of an equal number of corresponding Class B Shares to such Permitted Transferee.  Any purported Transfer of all or a portion of a Member’s Membership Interest not complying with this Section 10.01 shall be void ab initio and shall not create any obligation on the part of the Company or the other Members to recognize that purported Transfer or to recognize the Person to which the Transfer purportedly was made as a Member.  A Person acquiring a Member’s Membership Interest pursuant to this Section 10.01 shall not be admitted as a substituted or additional Member except in accordance with the requirements of Section 10.04, but such Person shall, to the extent of the Membership Interest transferred to it, be entitled to such Member’s (i) share of distributions, (ii) share of profits and losses, including Net Profits and Net Losses, and (iii) Capital Account in accordance with Section 7.01(a).  Notwithstanding anything in this Section 10.01 or elsewhere in this Agreement to the contrary, if a Member Transfers all or any portion of its Membership Interest after the designation of a record date and declaration of a distribution pursuant to Section 6.01 and before the payment date of such distribution, the transferring Member (and not the Person acquiring all or any portion of its Membership Interest) shall be entitled to receive such distribution in respect of such transferred Membership Interest.

Section 10.02.  Transfer of WIND’s Interest.  WIND may not Transfer all or any portion of its Membership Interest held in the form of Series A Membership Interests at any time.

Section 10.03.  Lock Up.  The Members (other than WIND and any Member party to an underwriting or lock-up agreement with the IPO Underwriters) may not, from the date hereof and until 180 days after the date of the IPO Underwriting Agreement (as such 180-day period may be extended pursuant to Section 5(k) of the IPO Underwriting Agreement), offer, sell, contract to sell, pledge, Transfer or otherwise dispose of, directly or indirectly, any Class A Shares, Class B Shares or Series B Membership Interests issued pursuant to the Merger Agreement, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Class A Shares, Class B Shares or Series B Membership Interests, whether any such aforementioned transaction is to be settled by delivery of such Class A Shares, Class B Shares or Series B Membership Interests or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of WIND (which consent may be withheld in its sole discretion).

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Section 10.04.  Recognition of Transfer; Substituted and Additional Members.  (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Member hereunder, unless:

(i)the provisions of Section 10.01 or Section 10.02, as applicable, shall have been complied with;

(ii)in the case of a proposed substituted or additional Member (other than a Permitted Transferee described in clauses (i) through (iv) of the definition thereof) that is (i) a competitor or potential competitor of WIND, the Company or their Subsidiaries, (ii) a Person with whom the WIND, the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject WIND, the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member;

(iii)the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer;

(iv)the provisions of Section 10.04(b) shall have been complied with;

(v)the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; or (B) cause an assignment under the Investment Company Act;

(vi)such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations;

(vii)the Managing Member shall have received the opinion of counsel, if any, required by Section 10.04(c) in connection with such Transfer; and

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(viii)all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members.

(b)Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement.  Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Member.  The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 10).  As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission.

(c)As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws.  No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Section 10.05.  Expense of Transfer; Indemnification.  All reasonable costs and expenses incurred by the Managing Member and the Company in connection with any Transfer of a Member’s Membership Interest, including any filing and recording costs and the reasonable fees and disbursements of counsel for the Company, shall be paid by the transferring Member.  In addition, the transferring Member hereby indemnifies the Managing Member and the Company against any losses, claims, damages or liabilities to which the Managing Member, the Company, or any of their Affiliates may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.

Section 10.06.  Exchange Agreement.  In connection with any Transfer of any portion of a Member’s Membership Interest pursuant to the Exchange Agreement, the Managing Member shall cause the Company to take any action as may be required under the Exchange Agreement or requested by any party thereto to effect such Transfer promptly.

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ARTICLE 11

DISSOLUTION AND TERMINATION

Section 11.01.  Dissolution.

(a)The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(i)an election by the Managing Member to dissolve, wind up or liquidate the Company;

(ii)the sale, disposition or transfer of all or substantially all of the assets of the Company;

(iii)the entry of a decree of dissolution of the Company under §18-802 of the Delaware LLC Act; or

(iv)at any time there are no members of the Company, unless the Company is continued in accordance with the Delaware LLC Act.

(b)In the event of a dissolution pursuant to Section 11.01(a), the relative economic rights of each class of Membership Interests immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.01(f) in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with Applicable Laws.

(c)Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company will not terminate until the assets of the Company have been distributed as provided in this Section 11.01 and any filings required by the Delaware LLC Act have been made.

(d)Upon dissolution, the Company shall be liquidated and wound up in an orderly manner in accordance with the provisions of this Section 11.01.  The Managing Member or a Person selected by the Managing Member to act as liquidating trustee, shall wind up the affairs of the Company pursuant to this Agreement.  The Managing Member or liquidating trustee, as applicable, is authorized, subject to the Delaware LLC Act, to sell, exchange or otherwise dispose of the assets of the Company, or to distribute Company assets in kind, as the Managing Member or liquidating trustee shall determine to be in the best interests of the Members.  The reasonable out-of-pocket expenses incurred by the Managing Member or liquidating trustee in connection with winding up the Company (including legal and accounting fees and expenses), all other liabilities or losses of the Company or the Managing Member or liquidating trustee incurred in accordance with the terms of this Agreement, and reasonable compensation for the services of the liquidating trustee shall be borne by the Company.  Except as otherwise required

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by law and except in connection with any gross negligence or willful misconduct of the Managing Member or liquidating trustee, the Managing Member or liquidating trustee shall not be liable to any Member or the Company for any loss attributable to any act or omission of the Managing Member or liquidating trustee taken in good faith in connection with the winding up of the Company and the distribution of Company assets.  The Managing Member or liquidating trustee may consult with counsel and accountants with respect to winding up the Company and distributing its assets and shall be justified in acting or omitting to act in accordance with the advice or opinion of such counsel or accountants, provided that the Managing Member or liquidating trustee shall have used reasonable care in selecting such counsel or accountants.

(e)Upon dissolution of the Company, the expenses of liquidation (including compensation for the services of the liquidating trustee and legal and accounting fees and expenses) and the Company’s liabilities and obligations to creditors shall be paid, or reasonable provisions shall be made for payment thereof, in accordance with Applicable Law, from cash on hand or from the liquidation of Company properties.

(f)A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to this Section 11.01 to minimize any losses otherwise attendant upon such winding up.  Notwithstanding the generality of the foregoing, within 180 calendar days after the effective date of dissolution of the Company, the assets of the Company shall be distributed in the following manner and order: (i) all debts and obligations of the Company, if any, shall first be paid, discharged or provided for by adequate reserves; and (ii) the balance shall be distributed to the Members in accordance with Section 6.01.

(g)The Managing Member or liquidating trustee shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood and agreed that any such return shall be made solely from Company assets).

Section 11.02.  Termination.  The Company shall terminate when all of the assets of the Company, after payment or reasonable provision for the payment of all debts, liabilities and obligations of the Company, shall have been distributed in the manner provided for in this Article 11 and the Certificate shall have been canceled in the manner required by the Delaware LLC Act.

ARTICLE 12

EXCULPATION AND INDEMNIFICATION

Section 12.01.  Exculpation.  To the fullest extent permitted by Applicable Law, and except as otherwise expressly provided herein, no Indemnitee shall be liable to the Company or any other Indemnitee for any Losses, which at any time may be imposed on, incurred by, or asserted against, the Company or any other Indemnitee as a result of or arising out of the

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activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority reasonably believed by such Indemnitee to be conferred on such Indemnitee, except to the extent such Losses arise out of (i) the Indemnitee’s failure to act in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, the Indemnitee’s not having any reasonable cause to believe such conduct was unlawful, (ii) the Indemnitee’s material breach of this Agreement or any other Transaction Document, or (iii) the Indemnitee’s gross negligence or willful misconduct.

Section 12.02.  Indemnification.  To the fullest extent permitted by Applicable Law, each of (a) the Members, the Managing Member and their respective Affiliates, (b) the stockholders, members, managers, directors, officers, partners, employees and agents of the Members and the Managing Member and their respective Affiliates, and (c) the officers of the Company (each, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, “Losses”), which at any time may be imposed on, incurred by, or asserted against, the Indemnitee as a result of or arising out of this Agreement, the Company, its assets, business or affairs or the activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority reasonably believed to be conferred on such Indemnitee; provided, however, that the Indemnitee shall not be entitled to indemnification for any Losses to the extent such Losses arise out of (i) the Indemnitee’s failure to act in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, the Indemnitee’s not having any reasonable cause to believe such conduct was unlawful, (ii) the Indemnitee’s material breach of this Agreement or any other Transaction Document, or (iii) the Indemnitee’s gross negligence or willful misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner specified in clause (i), (ii) or (iii) above. Any indemnification pursuant to this Article 12 shall be made only out of the assets of the Company and no Member shall have any personal liability on account thereof.

Section 12.03.  Expenses.  Expenses (including reasonable legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in Section 12.02 shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as provided in this Article 12.

Section 12.04.  Non-Exclusivity.  The indemnification and advancement of expenses set forth in this Article 12 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, the Delaware LLC Act, this Agreement, any other agreement, a policy of insurance or otherwise.  The

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indemnification and advancement of expenses set forth in this Article 12 shall continue as to an Indemnitee who has ceased to be a named Indemnitee and shall inure to the benefit of the heirs, executors, administrators, successors and permitted assigns of such a Person.

Section 12.05.  Insurance.  The Company may purchase and maintain insurance on behalf of the Indemnitees against any liability asserted against them and incurred by them in such capacity, or arising out of their status as Indemnitees, whether or not the Company would have the power to indemnify them against such liability under this Article 12.

ARTICLE 13

ACCOUNTING AND RECORDS; TAX MATTERS

Section 13.01.  Accounting and Records.  The books and records of the Company shall be made and maintained, and the financial position and the results of its operations recorded, at the expense of the Company, in accordance with such method of accounting as is determined by the Managing Member.  The books and records of the Company shall reflect all Company transactions and shall be made and maintained in a manner that is appropriate and adequate for the Company’s business.

Section 13.02.  Tax Returns.  The Company shall prepare and timely file all U.S. federal, state and local and foreign tax returns required to be filed by the Company.  Unless otherwise agreed by the Managing Member, any income tax return of the Company shall be prepared by an independent public accounting firm of recognized national standing selected by the Managing Member.  Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed.  The Company shall deliver to each Member as soon as practicable, but in any event within 180 days, after the end of the applicable Fiscal Year, a Schedule K-1 together with such additional information as may be required by the Members in order to file their individual returns reflecting the Company’s operations. The Company shall bear the costs of the preparation and filing of its tax returns.

Section 13.03.  Tax Partnership.  Neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law or to be classified as other than a partnership pursuant to Treas. Reg. § 301.7701-3.

Section 13.04.  Tax Elections. The Managing Member shall, on behalf of the Company, make the following elections on the appropriate forms or tax returns:

(a)to adopt the calendar year as the Company’s taxable year or Fiscal Year, if permitted under the Code;

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(b)to adopt the accrual method of accounting and to keep the Company’s books and records on the U.S. federal income tax method;

(c)to elect to amortize the organizational expenses of the Company as permitted by Code Section 709(b);

(d)as required by the Tax Receivable Agreement, to make an election under Code Section 754 with respect to the Company (and to cause each Subsidiary Partnership to make such an election under Code Section 754), which elections shall be in effect for each Fiscal Year in which any Sponsor Transfers Series B Membership Interests pursuant to the Exchange Agreement; and

(e)any other election the Managing may deem appropriate and in the best interests of the Members.

Section 13.05.  Tax Matters Member.

(a)The Managing Member shall be the “tax matters partner” of the Company as defined in Code Section 6231(a)(7) (the “Tax Matters Member”). The Tax Matters Member shall take such action as may be necessary to cause to the extent possible each other Member to become a notice partner within the meaning of Code Section 6231 (a)(8).  The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity.

(b)Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

(c)Any Member that enters into a settlement agreement with respect to any partnership item (within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 days from the date of the settlement.

(d)No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of partnership items for any taxable year without first notifying the other Members. If the Managing Member consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members.  If such consent is not obtained within 30 days from such notice, or within the period required to timely file the request for administrative adjustment, if shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf.  Any Member intending to file a petition under Code Sections 6226 or 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to

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file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed.

(e)If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with treatment of that item by the other Members.

ARTICLE 14

ARBITRATION

The Members shall attempt in good faith to resolve all claims, disputes and other disagreements arising hereunder or under the Exchange Agreement (each, a “Dispute”) by negotiation.  If a Dispute cannot be resolved in such manner, such Dispute shall, at the request of any party, after providing written notice to the other parties to the Dispute, be submitted to arbitration in The City of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.  The proceeding shall be confidential.  The party initially asserting the Dispute (the “Initiating Party”) shall notify the other party (the “Responding Party”) of the name and address of the arbitrator chosen by the Initiating Party and shall specifically describe the Dispute in issue to be submitted to arbitration.  Within 30 days of receipt of such notification, the Responding Party shall notify the Initiating Party of its answer to the Dispute, any counterclaim which it wishes to assert in the arbitration and the name and address of the arbitrator chosen by the Responding Party.  If the Responding Party does not appoint an arbitrator during such 30-day period, appointment of the second arbitrator shall be made by the American Arbitration Association upon request of the Initiating Party.  The two arbitrators so chosen or appointed shall choose a third arbitrator, who shall serve as president of the panel of arbitrators (the “Panel”) thus composed.  If the two arbitrators so chosen or appointed fail to agree upon the choice of a third arbitrator within 30 days from the appointment of the second arbitrator, the third arbitrator will be appointed by the American Arbitration Association upon the request of the arbitrators or either of the parties.  In all cases, the arbitrators must be persons who are knowledgeable about, and have recognized ability and experience in dealing with, the subject matter of the Dispute.  The arbitrators will act by majority decision.  Any decision of the arbitrators shall (a) be rendered in writing and shall bear the signatures of at least two arbitrators, and (b) identify the members of the Panel.  Absent fraud or manifest error, any such decision of the Panel shall be final, conclusive and binding on the parties to the arbitration and enforceable by a court of competent jurisdiction.  The expenses of the arbitration shall be borne equally by the parties to the arbitration; provided, however, that each party shall pay for and bear the costs of its own experts, evidence and legal counsel, unless the arbitrator rules otherwise in the arbitration.  The parties shall complete all discovery within 30 days after the Panel is composed, shall complete the presentation of evidence to the Panel within 15 days after the completion of discovery, and a final decision with respect to the matter submitted to

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arbitration shall be rendered within 15 days after the completion of presentation of evidence.  The parties shall cause to be kept a record of the proceedings of any matter submitted to arbitration hereunder.

ARTICLE 15

MISCELLANEOUS PROVISIONS

Section 15.01.  Entire Agreement.  This Agreement and the other Transaction Documents constitute the entire agreement and understanding by the Members and the Company with respect to the subject matter hereof and supersede any prior agreement or understanding by the Members with respect to such subject matter.

Section 15.02.  Binding on Successors.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 15.03.  Managing Member’s Business.  WIND, as the sole Managing Member of the Company, hereby agrees that it (a) will not conduct any business other than the management and ownership of the Company and its Subsidiaries and (b) shall not own any other assets (other than on a temporary basis).  Notwithstanding the foregoing, WIND may take such actions and own such assets as are necessary or appropriate to comply with Applicable Law, including compliance with its responsibilities as a public company under the U.S. federal securities laws, incur indebtedness and take any other action or own any other asset that the board of directors of WIND determines in good faith is in the best interest of the Company.

Section 15.04.  Debt or Equity Financing.  WIND shall not dividend or distribute to its stockholders all or any portion of the proceeds of any debt or equity financing (including a financing involving any equity-linked securities); provided, however, that WIND may use the proceeds of a financing involving solely the issuance of common stock of WIND to repurchase other common stock held by a stockholder of WIND as long as such repurchase is done at a price that does not exceed the gross price per share of common stock issued in such financing.

Section 15.05.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

Section 15.06.  Headings.  All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

40

Section 15.07.  Severability.  If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held illegal, invalid or unenforceable, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby.

Section 15.08.  Notices.  All notices, requests, consents and other communications hereunder (each, a “Notice”) to the Company or any Member shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 15.08) or nationally recognized overnight courier, addressed to such Member at the address or facsimile number set forth in Exhibit A hereto, or below with respect to the Company, or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:

If to the Company, to:

First Wind Holdings, LLC

c/o First Wind Holdings Inc.

179 Lincoln Street, Suite 500

Boston, MA  02111

Telephone: 617-960-2888

Facsimile: 617-960-2889

Attention: General Counsel

with a copy (which shall not constitute notice to the Company) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY  10017

Telephone: 212-450-4565

Facsimile: 212-701-5565

Attention: Joseph A. Hall

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 15.08, if sent prior to 5:00 p.m. in the place of receipt and such day is a Business Day; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

Section 15.09.  Amendments.  This Agreement may be amended (including, for purposes of this Section 15.09, any amendment effected directly or indirectly by way of a merger or consolidation of the Company) or waived, in whole or in part, by the Managing Member; provided, however, that (i) to the extent any amendment or waiver, including any amendment or waiver of the Exhibits attached hereto, would disproportionately and adversely affect the rights of any Member holding Series B Membership Interests compared with the rights of any other

41

Member holding Series B Membership Interests, such amendment or waiver may only be made by the Managing Member upon the prior written consent of such disproportionately and adversely affected Member, (ii) to the extent any amendment or waiver, including any amendment or waiver of the Exhibits attached hereto, would disproportionately and adversely affect the rights of holders of Series B Membership Interests compared with the rights of holders of Series A Membership Interests or any other series or class of Membership Interest, such amendment or waiver may only be made by the Managing Member upon the prior written consent of the Majority Holders, and (iii) the following provisions may not be amended by the Managing Member in any manner adverse to a Member holding Series B Membership Interests without the prior written consent of the Majority Holders:  Section 6.01, Section 6.02, Article 7, Section 8.02, Section 10.04(a)(vi), Section 13.02, Section 13.03, Section 13.04(d) and Section 15.04.

Section 15.10.  Consent to Jurisdiction.  Subject to Article 14, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought and maintained exclusively in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York located in the County of New York.  Each of the parties irrevocably consents to submit to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding.  Process in any such suit, action or proceeding in such courts may be served, and shall be effective, on any party anywhere in the world, whether within or without the jurisdiction of any such court, by any of the methods specified for the giving of Notices pursuant to Section 15.08.  Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection or defense that it may now or hereafter have based on venue, inconvenience of forum, the lack of personal jurisdiction and the adequacy of service of process (as long as the party was provided Notice in accordance with the methods specified in Section 15.08) in any suit, action or proceeding brought in such courts.

Section 15.11.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

42

IN WITNESS WHEREOF, WIND, the Company and the Members named below have duly executed this Agreement as of the date first written above.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:		D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C., AS SPONSOR EXERCISING REQUIRED SPONSOR APPROVAL UNDER THE PRIOR LLC AGREEMENT
	By:		D. E. SHAW & CO., L.L.C., AS MANAGER
			By:
				Name:
				Title:
By:		MADISON DEARBORN CAPITAL PARTNERS IV, L.P., AS SPONSOR EXERCISING REQUIRED SPONSOR APPROVAL UNDER THE PRIOR LLC AGREEMENT
	By:		MADISON DEARBORN PARTNERS IV, L.P.
	Its:		GENERAL PARTNER
	By:		MADISON DEARBORN CAPITAL PARTNERS, LLC
	Its:		GENERAL PARTNER
			By:
				Name:
				Title:
By:
	Name:
	Title:		as Member exercising Special B Approval under the Prior LLC Agreement

D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C., as Member
By:	D. E. SHAW & CO., L.L.C., AS MANAGER
	By:
		Name:
		Title:
MADISON DEARBORN CAPITAL PARTNERS IV, L.P.,
as Member
By:	MADISON DEARBORN PARTNERS IV, L.P.
Its:	GENERAL PARTNER
By:	MADISON DEARBORN CAPITAL PARTNERS, LLC
Its:	GENERAL PARTNER
	By:
		Name:
		Title:
By:
	Name:	[Paul Gaynor]
	Title:	Member

2

[NAME]
By:
	Name:
	Title:

3

Exhibit A

Name and Address of Member	Number of Series A Membership Interests	Number of Series B Membership Interests	Percentage Interest
First Wind Holdings Inc. 179 Lincoln Street, Suite 500 Boston, MA 02111 Telephone: 617-960-2888 Facsimile: 617-960-2889 Attention: General Counsel		N/A
D. E. Shaw MWP Acquisition Holdings, L.L.C. [Address] Telephone: Facsimile: Attention:	N/A
Madison Dearborn Capital Partners IV, L.P. [Address] Telephone: Facsimile: Attention:	N/A
[Name] [Address] Telephone: Facsimile: Attention:	N/A
[Name] [Address] Telephone: Facsimile: Attention:	N/A
Total			100	%

Annex I

AGREEMENT AND PLAN OF MERGER

among

FIRST WIND HOLDINGS INC.,

FIRST WIND HOLDINGS, LLC

and

FIRST WIND MERGER, LLC

Dated as of           , 2010

EX-10.34

Exhibit 10.34

Exhibit D

to Merger Agreement

TAX RECEIVABLE AGREEMENT

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

THE SERIES B MEMBERS OF FIRST WIND HOLDINGS, LLC

Dated as of           , 2010

TABLE OF CONTENTS

	PAGE
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions	2
Section 1.02. Other Definitional and Interpretative Provisions	10
ARTICLE 2
DETERMINATION OF CUMULATIVE REALIZED TAX BENEFIT
Section 2.01. Exchange Basis Schedule	11
Section 2.02. Tax Benefit Schedule	11
Section 2.03. Procedures, Amendments.	12
ARTICLE 3
TAX BENEFIT PAYMENTS
Section 3.01. Payments.	13
Section 3.02. No Duplicative Payments	14
Section 3.03. Pro Rata Payments	14
ARTICLE 4
TERMINATION
Section 4.01. Early Termination and Breach of Agreement.	14
Section 4.02. Early Termination Notice	16
Section 4.03. Payment upon Early Termination.	16
ARTICLE 5
SUBORDINATION AND LATE PAYMENTS
Section 5.01. Subordination	17
Section 5.02. Late Payments by WIND	17
ARTICLE 6
NO DISPUTES; CONSISTENCY; COOPERATION
Section 6.01. Series B Member Participation in WIND’s and the Company’s Tax Matters	17
Section 6.02. Consistency	18
Section 6.03. Cooperation	18
Section 6.04. Section 754 Elections	18

i

ARTICLE 7
MISCELLANEOUS
Section 7.01. Notices	18
Section 7.02. Counterparts	19
Section 7.03. Entire Agreement; No Third Party Beneficiaries	19
Section 7.04. Governing Law	20
Section 7.05. Severability	20
Section 7.06. Successors; Assignment; Amendments; Waivers	20
Section 7.07. Titles and Subtitles	21
Section 7.08. Resolution of Disputes	21
Section 7.09. Reconciliation	22
Section 7.10. Withholding	23
Section 7.11. Admission of WIND into a Consolidated Group; Transfers of Corporate Assets	23
Section 7.12. Confidentiality	24
Section 7.13. LLC Agreement	24
Section 7.14. Change in Tax Law	25
Section 7.15. WAIVER OF JURY TRIAL	25

ii

TAX RECEIVABLE AGREEMENT

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

THE SERIES B MEMBERS OF FIRST WIND HOLDINGS, LLC

TAX RECEIVABLE AGREEMENT, dated as of        , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and each of the undersigned parties hereto identified as “Series B Members.”  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, the Series B Members hold Series B membership interests (“Series B Membership Interests”) in the Company, which is treated as a partnership for United States federal income tax purposes;

WHEREAS, WIND is the managing member of, and holds and will hold Series A membership interests (“Series A Membership Interests”) in, the Company;

WHEREAS, as a result of the Series B Members agreeing to hold Series B Membership Interests rather than transferring all of their Series B Membership Interests in exchange for WIND’s class A common stock, par value $0.001 per share (“Class A Shares”), WIND is expected to incur significantly lower Tax liabilities on an ongoing basis with respect to the operations of the Company;

WHEREAS, the Series B Membership Interests (together with the Class B Shares) are exchangeable for Class A Shares of WIND;

WHEREAS, the Company and each of its direct and indirect subsidiaries that is treated as a partnership for United States federal income tax purposes has or will have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”), for each Taxable Year in which an exchange of Series B Membership Interests (together with Class B Shares) for Class A Shares occurs, which election is intended to result in an adjustment to the Tax basis of the assets owned by the Company and such subsidiaries (solely to the extent allocated to WIND) at the time (each such time, an “Exchange Date”) of

an exchange of Series B Membership Interests (together with the Class B Shares) for Class A Shares or any other deemed or actual acquisition of Series B Membership Interests by WIND for cash or otherwise (collectively, an “Exchange”) by reason of such Exchange and the payments under this Agreement;

WHEREAS, the income, gain, loss, expense and other Tax items of (i) WIND, as a member of the Company (and in respect of each of the Company’s direct and indirect subsidiaries treated as a partnership for United States federal income tax purposes) may be affected by the Basis Adjustment and (ii) WIND may be affected by the Imputed Interest; and

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis Adjustment and the Imputed Interest on the actual liability for Taxes of WIND;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Advisory Firm” means       , or any other accounting firm that is a nationally recognized as being expert in Tax matters and that is appointed by the Board.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreed Rate” means LIBOR.

“Agreement” is defined in the preamble.

“Amended Schedule” is defined in Section 2.03(b) of this Agreement.

“Applicable Law” means, to the extent applicable to WIND, the Company or their activities or any Series B Member, as applicable: (a) all United States federal and state statutes and laws and all statutes and laws of foreign countries; (b) all rules and regulations (including interpretations thereof) of all regulatory agencies, organizations and bodies; and (c) all rules and regulations (including interpretations thereof) of all self-regulatory agencies, organizations and bodies now or hereafter in effect.

2

“Applicable Series B Member” means in respect of that portion of any Tax Benefit Payment that arises from an Exchange or a deemed Exchange pursuant to clause (6) of the definition of “Valuation Assumptions,” the Exchanging Series B Member or Series B Member deemed to Exchange, as applicable.

“Basis Adjustment” means the adjustment to the Tax basis of an Exchange Asset as a result of an Exchange or the payments made pursuant to this Agreement, under the principles of Section 732(b) of the Code (in situations where, as a result of one or more Exchanges, the Company becomes an entity that is disregarded as separate from its owner for U.S. federal income Tax purposes), Section 1012 of the Code or Sections 743(b) and 754 of the Code (including in situations where, following an Exchange, the Company remains in existence as an entity for U.S. federal income Tax purposes) and, in each case, comparable sections of state and local Tax laws.  Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Series B Membership Interests (together with the Class B Shares) shall be determined without regard to any Pre-Exchange Transfer of such Series B Membership Interests (together with the Class B Shares) and as if any such Pre-Exchange Transfer had not occurred.

A “Beneficial Owner” means, with respect to a security,  any Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security.  The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings.

“Board” means the board of directors of WIND.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York City, New York are authorized by law to close.

“Change in Tax Law” is defined in Section 7.14 of this Agreement.

“Change of Control” means the occurrence of any of the following events:

(i)any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities and Exchange Act of 1934, or any successor provisions thereto, becomes the Beneficial Owner, directly or indirectly, of securities of WIND representing more than fifty

3

percent (50%) of the combined voting power of WIND’s then outstanding voting securities; or

(ii)the following people cease for any reason to constitute a majority of the number of directors of WIND then serving: people who, on the date of the consummation of the IPO, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to an election of directors of WIND) whose appointment or election by the Board or nomination for election by WIND’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date of the consummation of the IPO or whose appointment, election or nomination for election was previously so approved or recommended by the directors referred to in this clause (ii); or

(iii)there is consummated a merger or consolidation of WIND with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) all of the Persons who were the respective Beneficial Owners of the voting securities of WIND immediately prior to such merger or consolidation do not Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation; or

(iv)the stockholders of WIND approve a plan of complete liquidation or dissolution of WIND or there is consummated an agreement or series of related agreements for the sale or other disposition, directly, or indirectly, by WIND of all or substantially all of WIND’s assets, other than such sale or other disposition by WIND of all or substantially all of WIND’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of WIND in substantially the same proportions as their voting power of WIND immediately prior to such sale.

4

Notwithstanding the foregoing, (x) the ownership by D.E. Shaw L.P., Madison Dearborn Capital IV, L.P. (and any of their respective Affiliates) of any securities of WIND shall not contribute to or be deemed to cause the occurrence of a Change of Control and (y) except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of capital stock of WIND immediately prior to such transaction or series of transactions continue to have substantially the same proportionate voting power in an entity which owns all or substantially all of the assets of WIND immediately following such transaction or series of transactions.

“Class A Shares” is defined in the recitals.

“Class B Shares” means WIND’s class B common stock, par value $0.001 per share.

“Code” is defined in the recitals.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Corporation Return” means the United States federal and/or state and/or local Tax Return, as applicable, of WIND filed with respect to Taxes for any Taxable Year.

“Cumulative Net Realized Tax Benefit” for a Taxable Year means the cumulative amount (but not less than zero) of Realized Tax Benefits for all Taxable Years of WIND, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period.  The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

“Default Rate” means LIBOR plus 300 basis points.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state and local Tax law, as applicable, or any other event (including the execution of an IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“Dispute” is defined in Section 7.08(a) of this Agreement.

“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

5

“Early Termination Notice” is defined in Section 4.02 of this Agreement.

“Early Termination Schedule” is defined in Section 4.02 of this Agreement.

“Early Termination Payment” is defined in Section 4.03(b) of this Agreement.

“Early Termination Rate” means the sum of (i) the long-term Treasury rate in effect on the applicable date and (ii) the excess, if any, of (x) the interest rate on the longest-maturity debt obligation of WIND (as reflected on its consolidated balance sheet) then-outstanding over (y) the then-current interest rate for U.S. Treasury bonds with a term to maturity that is equivalent to the term of such debt obligation.

“Exchange” is defined in the recitals; “Exchanged” and “Exchanging” shall have correlative meanings.

“Exchange Assets” means each asset that is held by the Company, or by any of its direct or indirect subsidiaries treated as a partnership or disregarded entity for purposes of the applicable Tax, at the time of an Exchange.

“Exchange Basis Schedule” is defined in Section 2.01 of this Agreement.

“Exchange Date” is defined in the recitals.

“Exchange Payment” is defined in Section 5.01 of this Agreement.

“Expert” is defined in Section 7.09 of this Agreement.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of WIND or any consolidated group of which WIND is a member (or the Company, but only with respect to income of the Company the Tax liability for which is allocable to WIND for such Taxable Year using the same methods, elections, conventions and similar practices used on the relevant Corporation Return) as would be shown on its Tax Return (including any consolidated return in which WIND joins) but (i) using the Non-Stepped Up Tax Basis as reflected on the Exchange Basis Schedule including amendments thereto for the Taxable Year instead of the Tax basis of the Exchange Assets reflecting the Basis Adjustments and (ii) excluding any deduction attributable to Imputed Interest for the Taxable Year.  Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Basis Adjustment or to the Imputed Interest.

6

“Imputed Interest” shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local Tax law with respect to WIND’s payment obligations under this Agreement.

“IPO” means the initial public offering of Class A Shares by WIND.

“IRS” means the United States Internal Revenue Service.

“LIBOR” means, with respect to any one-month period, the rate per annum equal to the British Bankers Association LIBOR Rate from Telerate Successor Page 3750, as published by Reuters at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such period, as the rate for dollar deposits with a maturity comparable to such period.

“LLC Agreement” means the Limited Liability Company Agreement of the Company dated as of      , 2010, as amended.

“Market Value” means the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided, further, that if the Class A Shares are not then listed on a national securities exchange, “Market Value” shall mean the fair market value of the Class A Shares, as determined by the Board in good faith.

“Material Objection Notice” is defined in Section 4.02 of this Agreement.

“Series B Member Representative” means        .

“Series B Members” means the parties hereto, other than WIND, and each other Person who from time to time executes a Joinder Agreement in the form attached hereto as Exhibit A.

“Net Tax Benefit” is defined in Section 3.01(b).

“Non-Stepped Up Tax Basis” means, with respect to any asset at any time, the Tax basis that such asset would have had at such time if no Basis Adjustments had been made.

“Notice” is defined in Section 7.01.

“Objection Notice” is defined in Section 2.03(a).

7

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“Pre-Exchange Transfer” means any transfer (including upon the death of a Series B Member) of one or more Series B Membership Interests (together with the Class B Shares) (i) that occurs prior to an Exchange of such Series B Membership Interests (together with the Class B Shares), and (ii) to which Section 743(b) or 734(b) of the Code applies.

“Realized Tax Benefit” means, for a Taxable Year, the net excess, if any, of the Hypothetical Tax Liability over the actual liability for Taxes of WIND (or, without duplication, the Company, but only with respect to income of the Company the Tax liability for which is allocable to WIND for such Taxable Year using the same methods, elections, conventions and similar practices used on the relevant Corporation Return).  If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“Realized Tax Detriment” means, for a Taxable Year, the net excess, if any, of the actual liability for Taxes of WIND (or, without duplication, the Company, but only with respect to income of the Company the Tax liability for which is allocable to WIND for such Taxable Year using the same methods, elections, conventions and similar practices used on the relevant Corporation Return) over the Hypothetical Tax Liability for such Taxable Year.  If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

“Reconciliation Dispute” is defined in Section 7.09 of this Agreement.

“Reconciliation Procedures” shall mean those procedures set forth in Section 7.09 of this Agreement.

“Schedule” means any of (i) an Exchange Basis Schedule, (ii) a Tax Benefit Schedule or (iii) an Early Termination Schedule.

“Senior Obligations” is defined in Section 5.01 of this Agreement.

“Series A Membership Interests” is defined in the recitals.

“Series B Membership Interests” is defined in the recitals

8

“Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“Subsidiary Stock” means any stock or other equity interest in any subsidiary entity of the Company that is treated as a corporation for United States federal income tax purposes.

“Tax Benefit Payment” is defined in Section 3.01(b) of this Agreement.

“Tax Benefit Schedule” is defined in Section 2.02 of this Agreement.

“Tax Return” means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“Taxable Year” means a taxable year of WIND as defined in Section 441(b) of the Code or comparable section of state or local Tax law, as applicable (and, therefore, may include a period of less than 12 months for which a Tax Return is prepared) in which there is a Basis Adjustment or increased depreciation, amortization or interest deductions attributable to an Exchange.

“Taxes” means any and all United States federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such taxes; “Tax” has a correlative meaning.

“Taxing Authority” shall mean any domestic, federal, national, state.  county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

“Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Valuation Assumptions” shall mean, as of an Early Termination Date, or following a Change of Control, as applicable, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, WIND will have sufficient taxable income to fully utilize the deductions arising from the Basis Adjustments and the Imputed Interest, (2) the U.S. federal income Tax rates and

9

state and local income Tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other applicable laws as in effect on the Early Termination Date, (3) any loss carryovers generated by any Basis Adjustment or Imputed Interest and available as of the date of the Early Termination Schedule will be utilized by WIND on a pro rata basis from the date of the Early Termination Schedule through the date that is 5 years prior to the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets (other than Subsidiary Stock) will be disposed of on the fifteenth anniversary of the earlier of (x) the Basis Adjustment and (y) the Early Termination Date; provided, however, that, in the event of a Change of Control involving a sale of assets, non-amortizable assets shall be deemed disposed of at the time of such sale, if earlier, (5) any Subsidiary Stock will be deemed never to be disposed of and (6) if, at the Early Termination Date, there are Series B Membership Interests that have not been Exchanged, then each such Series B Membership Interest shall be deemed to be Exchanged for the Market Value of the Class A Shares and the amount of cash that would have been received if the Exchange occurred on the Early Termination Date.

“WIND” is defined in the preamble.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit but not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Laws.

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ARTICLE 2
DETERMINATION OF CUMULATIVE REALIZED TAX BENEFIT

Section 2.01.  Exchange Basis Schedule.  Within 60 calendar days after the filing of the United States federal income Tax Return of WIND for each Taxable Year, WIND shall deliver to the Series B Member Representative a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail (i) the Non-Stepped Up Tax Basis of the Exchange Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period or periods, if any, over which the Exchange Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets, shall be based on the Valuation Assumptions).

Section 2.02.  Tax Benefit Schedule.  (a) Within 60 calendar days after the filing of the United States federal income Tax return of WIND for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, WIND shall provide to the Series B Member Representative a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”).  On no more than a quarterly basis, WIND agrees to, at the request of the Series B Member Representative, confirm the value of the applicable Class A Shares with respect to any Exchanges in the prior calendar quarter.  The Tax Benefit Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(b)).

(b)   Applicable Principles.  Subject to Section 3.03, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of WIND for such Taxable Year attributable to the Basis Adjustments and Imputed Interest.  The actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by WIND for the Series B Membership Interests and Class B Shares acquired in an Exchange.  Carryovers or carrybacks of any Tax item attributable to the Basis Adjustment and the Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of United States state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.  If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment or the Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology.  All Tax Benefit Payments attributable to the Basis Adjustments (other than amounts accounted for

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as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Exchange Assets for WIND and (B) have the effect of creating additional Basis Adjustments to Exchange Assets for WIND in the year of payment, and, as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Section 2.03. Procedures, Amendments.

(a)        Procedures.  Every time WIND delivers to the Series B Member Representative an applicable Schedule under this Agreement, including any Amended Schedule, but excluding any Early Termination Schedule or amended Early Termination Schedule, (i) WIND also shall (x) deliver to the Series B Member Representative the Corporation Return, along with schedules and work papers, as determined by WIND or requested by the Series B Member Representative, providing reasonable detail regarding the preparation of such Schedule and (y) allow the Series B Member Representative reasonable access(1), to the appropriate representatives of WIND and the Advisory Firm in connection with a review of such Schedule and (ii) the Series B Member Representative shall promptly provide each Applicable Series B Member with the applicable Schedule and related work papers applicable to such Applicable Series B Member.  Each party shall bear its own expenses associated with such review and investigation.  The applicable Schedule shall become final and binding on all parties unless the Applicable Series B Member, within 30 calendar days after an Exchange Basis Schedule or amendment thereto or a Tax Benefit Schedule or amendment thereto was provided to the Series B Member Representative, provides WIND with notice of a material objection to such Schedule (“Objection Notice”) made in good faith.  If WIND and the Applicable Series B Member are unable to successfully resolve the issues raised in such notice within 30 calendar days of receipt by WIND of an Objection Notice with respect to such Exchange Basis Schedule or Tax Benefit Schedule, WIND and the Series B Member Representative shall employ the reconciliation procedures as provided for in Section 7.09 of this Agreement (the “Reconciliation Procedures”); provided that, to the extent that the matter at issue affects an Applicable Series B Member but not the Series B Member Representative, the Reconciliation Procedures shall be applied, mutatis mutandis, by WIND and the relevant Applicable Series B Member.

(b)        Amended Schedule.  The applicable Schedule for any Taxable Year may be amended from time to time by WIND (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a

(1)        Consider making this cost-free to the Series B Members

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Taxable Year after the date the Schedule was provided to the Series B Member Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”).

ARTICLE 3
TAX BENEFIT PAYMENTS

Section 3.01.  Payments.

(a)        Payments.  Within five (5) Business Days of a Tax Benefit Schedule that was delivered to Series B Member Representative becoming final in accordance with Section 2.03(a), WIND shall pay to the Applicable Series B Members the applicable Tax Benefit Payment determined pursuant to Section 3.01(b).  Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank accounts of the Applicable Series B Members previously designated by each such Series B Member to WIND; provided that no Tax Benefit Payment shall be made in respect of estimated Tax payments, including, without limitation, United States federal income Tax payments.

(b)        A “Tax Benefit Payment” means an amount, not less than zero, equal to the Net Tax Benefit and the Interest amount.  For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration of Series B Membership Interests (together with Class B Shares) in Exchanges.  The “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over the total amount of Tax Benefit Payments previously made under this Section 3.01; provided, however, that no Series B Member shall be required to return any portion of any previously received Tax Benefit Payment under any circumstances.  The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for the filing of the Corporation Return with respect to Taxes for such Taxable Year until the date of payment.  The Net Tax Benefit shall be determined separately with respect to each separate Exchange on an individual basis by reference to the amount realized by the applicable Exchanging Series B Member on the Exchange of a Series B Membership Interest (and a corresponding Class B Share) and the resulting Basis Adjustment to WIND (as determined pursuant to Section 2.02(b)); provided that

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for each Taxable Year ending on or after the date of a Change of Control, all Tax Benefit Payments, whether paid with respect to Exchanges (i) prior to the date of such Change of Control or (ii) on or after the date of such Change of Control, shall be calculated by utilizing Valuation Assumptions (1), (3), (4) and (5), substituting in each case the term “the closing date of a Change of Control” for an “Early Termination Date”.

Section 3.02.  No Duplicative Payments.  It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement.  It is also intended that the provisions of this Agreement, subject to Article 4 and Section 7.14, will result in 85% of WIND’s Cumulative Net Realized Tax Benefit being paid to the Series B Members pursuant to this Agreement.  The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.

Section 3.03.  Pro Rata Payments.  Notwithstanding anything in Section 3.01 to the contrary, to the extent that (i) WIND’s aggregate Tax benefit with respect to any Basis Adjustment or Imputed Interest is limited in a particular Taxable Year because WIND does not have sufficient Taxable income or (ii) WIND lacks sufficient funds to satisfy, or is prevented under any credit agreement or other arrangement from satisfying, its obligations to make all Tax Benefit Payments due in a particular Taxable Year, the limitation on the Tax Benefit, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Applicable Series B Members in the same proportion as Tax Benefit Payments would have been made absent the limitations in clauses (i) and (ii) of this paragraph, as applicable.

ARTICLE 4
TERMINATION

Section 4.01.  Early Termination and Breach of Agreement.

(a)       WIND may terminate this Agreement with respect to all of the Series B Membership Interests held (or previously Exchanged) by all Series B Members at any time by paying to the Series B Members the Early Termination Payment; provided, however, that this Agreement shall terminate only upon the receipt of the Early Termination Payment by all Series B Members, and provided, further, that WIND may withdraw any Early Termination Notice prior to the time at which any Early Termination Payment has been paid.  Upon payment of the Early Termination Payment by WIND, neither the Series B Members nor WIND shall have any further payment obligations under this Agreement, other than for any (x) Tax Benefit Payment agreed to by WIND acting in good faith and the Applicable Series B Member to be due and payable but unpaid as of the Early Termination Notice and (y) Tax Benefit Payment due for the Taxable Year ending

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with or including the date of the Early Termination Notice (except to the extent that the amount described in this clause (y) is included in the Early Termination Payment).  If an Exchange occurs after WIND makes the Early Termination Payments with respect to all Series B Members, WIND shall have no obligations under this Agreement with respect to such Exchange.

(b)        If WIND breaches any of its material obligations under this Agreement, then all of WIND’s obligations hereunder shall be accelerated and calculated as if an Early Termination Notice had been delivered on the date of such breach and such obligations shall include, but shall not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such acceleration, (2) any Tax Benefit Payment agreed to by WIND acting in good faith and any Applicable Series B Member to be due and payable but unpaid as of the date of such acceleration, and (3) any Tax Benefit Payment due for the Taxable Year ending with or including the date of such acceleration.  The failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement; provided that the Series B Member Representative or the party that is entitled to receive such payment has provided WIND with written notice that specifies the amount due, and WIND has failed to make such payment by the later of (x) the 90th day after the date such payment is due and (y) the 30th day after receiving such written notice; and provided further that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due.  Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if WIND fails to make any Tax Benefit Payment when due to the extent that WIND has insufficient funds to make such payment as a result of applicable limitation imposed by credit agreements or similar arrangements in respect of indebtedness for borrowed money to which the Company is a party (including, without limitation, limitations on the ability of the Company and its direct and indirect subsidiaries to make distributions or payments to WIND), or if the Board determines in good faith that making any such distribution or Tax Benefit Payment would result in a default under any such credit agreement or similar arrangement in respect of indebtedness for borrowed money to which the Company is a party; provided that the interest provisions of Section 5.02 shall apply to any such late payment (but the Default Rate shall be replaced by the Agreed Rate).  Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if WIND fails to make any Tax Benefit Payment when due if the Board determines in good faith that (i) any such distribution or Tax Benefit Payment could be set aside as a fraudulent transfer or conveyance or similar action under fraudulent transfer laws or (ii) any such distribution or Tax Benefit Payment could cause WIND to be undercapitalized.

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(c)        WIND, the Company and each of the Series B Members hereby acknowledge that, as of the date of this Agreement, the aggregate value of the Tax Benefit Payments cannot reasonably be ascertained for United States federal income Tax or other applicable Tax purposes.

Section 4.02.  Early Termination Notice.  If WIND exercises its right of early termination under Section 4.01, WIND shall deliver to the Series B Member Representative notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying WIND’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment and the Series B Member Representative shall promptly provide such notice and schedule to each Series B Member.  The Early Termination Schedule shall become final and binding on all parties unless an Applicable Series B Member, within 30 calendar days after the Early Termination Schedule was provided to the Series B Member Representative, provides WIND with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”).  If the parties, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by WIND of the Material Objection Notice, WIND and the Series B Member Representative shall employ the Reconciliation Procedures as described in Section 7.09 of this Agreement; provided that, to the extent that the matter at issue affects an Applicable Series B Member but not the Series B Member Representative, the Reconciliation Procedures shall be applied, mutatis mutandis, by WIND and the relevant Applicable Series B Member.

Section 4.03.  Payment upon Early Termination.

(a)        Within five (5) Business Days after the Early Termination Schedule has become final and binding, WIND shall pay to each Applicable Series B Member an amount equal to the Early Termination Payment.  Such payment shall be made by wire transfer of immediately available funds to the bank account designated by the Applicable Series B Member.

(b)        The “Early Termination Payment” as of the date of the delivery of an Early Termination Schedule shall equal with respect to the Applicable Series B Member the present value, discounted at the Early Termination Rate as of such date, of all Tax Benefit Payments that would be required to be paid by WIND to the Applicable Series B Member beginning from the Early Termination Date and assuming that the Valuation Assumptions are applied.

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ARTICLE 5
SUBORDINATION AND LATE PAYMENTS

Section 5.01.  Subordination.  Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by WIND to the Series B Members under this Agreement (an “Exchange Payment”) shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of all obligations in respect of indebtedness of WIND (“Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations of WIND that are not Senior Obligations.

Section 5.02.  Late Payments by WIND.  The amount of all or any portion of any Exchange Payment not made to any Series B Member when due (without regard to Section 5.01) under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Exchange Payment was due and payable.

ARTICLE 6
NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.01.  Series B Member Participation in WIND’s and the Company’s Tax Matters.  Except as otherwise provided herein, WIND shall have full responsibility for, and sole discretion over, all Tax matters concerning WIND and the Company, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.  Notwithstanding the foregoing, WIND shall notify the Series B Member Representative of, and keep the Series B Member Representative reasonably informed with respect to, the portion of any audit of WIND and the Company by a Taxing Authority the outcome of which is reasonably expected to affect any Series B Member’s rights and obligations under this Agreement, and shall provide to the Series B Member Representative reasonable opportunity to provide information and other input to WIND, the Company and their respective advisors concerning the conduct of any such portion of such audit; Series B Members shall have the right to attend in person or by telephone (but not participate in) any audit of WIND or the Company the outcome of which could reasonably be expected to affect the amount of net payments that the Series B Members are expected to receive under this Agreement; provided, however, that WIND and the Company shall not be required to take any action that is inconsistent with any provision of the Company Agreement.  WIND shall not settle or fail to contest any issue pertaining to taxes that is reasonably expected to affect the Series B Members’ rights and obligations under this agreement without the consent of the Series B Member Representative, such consent not to be unreasonably withheld.

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Section 6.02.  Consistency.  Except upon the written advice of an Advisory Firm to WIND, WIND and the Series B Members agree to report and cause to be reported for all purposes, including U.S. federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified by WIND in any Schedule provided by or on behalf of WIND under this Agreement.  Any Dispute concerning such advice shall be subject to Section 7.09; provided, however, that only the Series B Member Representative shall have the right to object to such advice pursuant to this Section 6.02.  In the event that an Advisory Firm is replaced by WIND, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with those used by the previous Advisory Firm, unless (a) otherwise required by law or (b) WIND and the Series B Member Representative agree to the use of other procedures and methodologies.

Section 6.03.  Cooperation.  The Series B Members shall (a) furnish to WIND in a timely manner such information, documents and other materials as WIND may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make themselves available to WIND and its representatives to provide explanations of documents and materials and such other information as WIND or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter described in clause (a) above.  WIND shall reimburse the applicable Series B Member for any reasonable third-party costs and expenses incurred pursuant to this Section 6.03.

Section 6.04.  Section 754 Elections.  If at any point any Subsidiary of WIND that is a partnership for U.S. federal income tax purposes does not have a valid Section 754 election in effect, WIND shall cause such Subsidiary to make a valid Section 754 election at the time that such Subsidiary files its next U.S. federal income Tax Return.

ARTICLE 7
MISCELLANEOUS

Section 7.01.  Notices.  All notices, requests, consents and other communications hereunder (each, a “Notice”) to any party shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 7.01) or nationally recognized overnight courier, addressed to such party at the address or facsimile number set forth in Exhibit B hereto, or below with respect to WIND, or such other address

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or facsimile number as may hereafter be designated in writing by such party to the other parties:

If to WIND, to:

First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA  02111
Telephone: 617-960-2888
Facsimile: 617-960-2889
Attention: General Counsel

with a copy (which shall not constitute notice to WIND) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY  10017
Telephone: 212-450-4969
Facsimile: 212-701-5742
Attention: Mario J. Verdolini

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 7.01, if sent prior to 5:00 p.m. in the place of receipt and such day is a Business Day; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

Section 7.02.  Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.  Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.03.  Entire Agreement; No Third Party Beneficiaries.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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Section 7.04.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, without regard to the conflicts of laws principles thereof.

Section 7.05.  Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.06.  Successors; Assignment; Amendments; Waivers.  No Series B Member may assign this Agreement to any person without the prior written consent of WIND; provided, however, that (i) to the extent Series B Membership Interests are effectively transferred in accordance with the terms of the Company Agreement, the transferring Series B Member may assign to the transferee of such Series B Membership Interests the transferring Series B Member’s rights under this Agreement with respect to such transferred Series B Membership Interests and (ii) a Series B Member shall be entitled to assign its rights under this Agreement to (x) a direct or indirect beneficial owner of such Series B Member in connection with a liquidation or dissolution of such Series B Member or (y) any other then-current Series B Member, and, in either case (i) or (ii), such transferee shall have executed and delivered, or, in connection with such transfer, execute and deliver, a joinder to this Agreement in the form attached hereto as Exhibit A (or such other joinder in form and substance reasonably satisfactory to WIND), agreeing to become a “Series B Member” for all purposes of this Agreement, except as otherwise provided in such joinder.

No provision of this Agreement may be amended unless such amendment is approved in writing by each of WIND and the Company and by Series B Members who would be entitled to receive at least two-thirds (2/3) of the Early Termination Payments payable to all Series B Members hereunder if WIND had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Series B Member pursuant to this Agreement since the date of such most recent Exchange); provided, however, that no such amendment shall be effective if such amendment would have a disproportionate effect on the payments certain Series B Members will or may receive under this Agreement unless all such Series B Members disproportionately affected consent in writing to such amendment.  No provision of this Agreement may be waived unless such

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waiver is in writing and signed by the party against whom the waiver is to be effective.

Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives.  WIND shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of WIND, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that WIND would be required to perform if no such succession had taken place.

Section 7.07.  Titles and Subtitles.  The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.08.  Resolution of Disputes.  (a) Any and all disputes which are not governed by Section 7.09, including but not limited to any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce.  If the parties to the Dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment.  The arbitrator shall be a lawyer admitted to the practice of law in the State of New York and shall conduct the proceedings in the English language.  Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.  In addition to monetary damages, the arbitrator shall be empowered to award equitable relief, including, but not limited to an injunction and specific performance of any obligation under this Agreement.  The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, consequential, exemplary or similar damages with respect to any Dispute.  The award shall be final and binding upon the parties as from the date rendered, and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal.  Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets.

(b)        Notwithstanding the provisions of paragraph (a), WIND may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief

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in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Series B Member (i) expressly consents to the application of paragraph (c) of this Section 7.08 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints WIND as such Series B Member’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such Series B Member of any such service of process, shall be deemed in every respect effective service of process upon the Series B Member in any such action or proceeding.

(c)        (i) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 7.08, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT.  Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award.  The parties acknowledge that the forums designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another; and (ii) the parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 7.08 and such parties agree not to plead or claim otherwise.

Section 7.09.  Reconciliation.  In the event that WIND and the Series B Member Representative are unable to resolve a disagreement with respect to the matters governed by Section 2.03, Section 4.02 and Section 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties.  The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either WIND or the Series B Member Representative or other actual or potential conflict of interest.  If the parties are unable to agree on an Expert within thirty (30) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce.  The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall

22

resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution.  Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on such date and such Tax Return may be filed as prepared by WIND, subject to adjustment or amendment upon resolution.  In the event that this reconciliation provision is utilized, the fees of the Expert shall be paid in proportion to the manner in which the dispute is resolved, such that, for example, if the entire dispute is resolved in favor of WIND, the Series B Member Representative shall pay all of the fees, or if the items in dispute are resolved 50% in favor of WIND and 50% in favor of the applicable Series B Member, each of WIND and the Series B Member Representative shall pay 50% of the fees of the Expert.  Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert.  The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be (i) final and may be enforced as if it were the award of an arbitrator issued under and pursuant to the rules of the International Chamber of Commerce and (ii) binding on WIND and the Series B Member Representative and may be entered and enforced in any court having jurisdiction.

Section 7.10.  Withholding.  WIND shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as WIND is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law.  To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by WIND, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Series B Member.

Section 7.11.  Admission of WIND into a Consolidated Group; Transfers of Corporate Assets.  (a) If WIND becomes a member of another affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state, local or foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b)        If any entity that is obligated to make an Exchange Payment hereunder transfers one or more assets to a corporation with which such entity does not file a consolidated Tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Exchange Payment (e.g., calculating the gross income of the entity and determining the Realized Tax

23

Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution.  The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset, plus (i) the amount of debt to which such asset is subject, in the case of a contribution of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a contribution of a partnership interest.

Section 7.12.  Confidentiality.  Each Series B Member acknowledges and agrees that the information of WIND and of its Affiliates is confidential and, except in the course of performing any duties as necessary for WIND and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of WIND and its Affiliates and successors, concerning the Company and its Affiliates and successors or the other Series B Members, learned by the Series B Member heretofore or hereafter.  This Section 7.12 shall not apply to (i) any information that has been made publicly available by WIND or any of its Subsidiaries, becomes public knowledge (except as a result of an act of such Series B Member in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for a Series B Member to prepare and file his or her Tax returns, to respond to any inquiries regarding the sale from any Taxing authority or to prosecute or defend any action, proceeding or audit by any Taxing authority with respect to such returns.  Notwithstanding anything to the contrary herein, each Series B Member (and each employee, representative or other agent of such Series B Member or assignee, as applicable) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of WIND, the Company, the Series B Members and their Affiliates, and any of their transactions, and all materials of any kind (including opinions or other Tax analyses) that are provided to the Series B Members relating to such Tax treatment and Tax structure.

If a Series B Member commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, WIND shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to WIND or any of its Subsidiaries or the other Series B Members and the accounts and funds managed by WIND and that money damages alone shall not provide an adequate remedy to such Persons.  Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 7.13.  LLC Agreement.  This Agreement shall be treated as part of the partnership agreement of the Company as described in Section 761(c) of the

24

Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

Section 7.14.  Change in Tax Law.

Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, any of the Applicable Series B Members reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by any Applicable Series B Member or any member affiliated with an Applicable Series B Member (or direct or indirect equity holders in such member) upon the IPO or any Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for United States federal income Tax purposes or would have other material adverse Tax consequences to an Applicable Series B Member or any direct or indirect owner of an Applicable Series B Member (a “Change in Tax Law”), then (i) at the election of the Applicable Series B Member and to the extent specified by the Applicable Series B Member, this Agreement shall not apply with respect to an Exchange by the Applicable Series B Member occurring after a date specified by the Applicable Series B Member, (ii) at the election of the Applicable Series B Member, this Agreement shall otherwise be amended in a manner determined by WIND and the Series B Member Representative, acting jointly, provided that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment or (iii) at the election of the Series B Members, acting unanimously, this Agreement shall cease to have further effect.

Section 7.15.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

25

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:	Paul Gaynor
	Title:	Chief Executive Officer
FIRST WIND HOLDINGS, LLC
By:
	Name:	Paul Gaynor
	Title:	Chief Executive Officer
D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C., as Member
By:	D. E. SHAW & CO., L.L.C., AS MANAGER
	By:
		Name:
		Title:
MADISON DEARBORN CAPITAL PARTNERS IV, L.P., as Member
By:	MADISON DEARBORN PARTNERS IV, L.P.
Its:	GENERAL PARTNER
By:	MADISON DEARBORN CAPITAL PARTNERS, LLC
Its:	GENERAL PARTNER
	By:
		Name:
		Title:

A-1

[NAME]
By:
	Name:
	Title:

B-2

Exhibit A

JOINDER

This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as amended, the “Tax Receivable Agreement”) dated as of       , 2010, among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and each of the undersigned parties thereto identified as “Series B Members” constitutes the agreement and undertaking of        (the “Permitted Transferee”) in favor of and for the benefit of WIND, the Company and the other parties to the Tax Receivable Agreement.

WHEREAS, on       , 20    , the Permitted Transferee acquired (the “Acquisition”) Series B Membership Interests in the Company and the corresponding Class B Shares of WIND (collectively, the “Interests” and, together with all other Interests hereinafter acquired by the Permitted Transferee from        (the “Transferor”) and its Permitted Transferees, the “Acquired Interests”) from the Transferor; and

WHEREAS, the Transferor, in connection with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.06 of the Tax Receivable Agreement.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the Permitted Transferee hereby agrees as follows:

Section 1.1.  Definitions.  Capitalized words used but not defined in this Joinder are used as defined in the Tax Receivable Agreement.

Section 1.2.  Joinder.  The Permitted Transferee hereby acknowledges and agrees to become a “Series B Member” for all purposes of the Tax Receivable Agreement, including but not limited to, being bound by Section 7.12, Section 2.03, Section 4.02, Section 6.01 and Section 6.02 of the Tax Receivable Agreement, with respect to the Acquired Interests, and any other Interests the Permitted Transferee acquires hereafter.

Section 1.3.  Notice.  All notices, requests, consents and other communications hereunder to the Permitted Transferee shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 1.3) or nationally recognized overnight courier, addressed to the Permitted Transferee at the address or facsimile number set forth below or such other address or facsimile number as may hereafter be designated in writing by Permitted Transferee.

A-1

Section 1.4.  Governing Law.  This Joinder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to the conflicts of laws principles thereof.

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by the Permitted Transferee as of the date first above written.

[NAME]
By:
	Name:
	Title:
Address for Notices:
Facsimile No.

B-2

Exhibit B

	Immediately Following IPO
Name and Address of Series B Member	Number of Series B Membership Interests Owned	Number of Class B Shares Owned
D. E. Shaw MWP Acquisition the Company, L.L.C. [Address] Facsimile:
Madison Dearborn Capital Partners IV, L.P. [Address] Facsimile:
[Name] [Address] Facsimile:
[Name] [Address] Facsimile:

B-1

EX-10.36

Exhibit 10.36

Exhibit C

to Merger Agreement

REGISTRATION RIGHTS AGREEMENT

among

FIRST WIND HOLDINGS INC.

and

THE STOCKHOLDERS NAMED HEREIN

Dated as of           , 2010

REGISTRATION RIGHTS AGREEMENT

among

FIRST WIND HOLDINGS INC.

and

THE STOCKHOLDERS NAMED HEREIN

REGISTRATION RIGHTS AGREEMENT, dated as of           , 2010 (as amended from time to time, this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), and each of the parties listed on Annex A (the “Initial Stockholders” and, as Annex A is updated and amended pursuant to Section 11(c), the “Stockholders”).

W I T N E S S E T H:

WHEREAS, WIND has agreed to provide the Stockholders the registration rights provided herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Agreement” is defined in the preamble.

“Alberta Entities” means, collectively, PIP3PX FirstWind LLC Ltd. and PIP3GV FirstWind LLC Ltd.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York City, New York are authorized by law to close.

“Class A Shares” means shares of Class A common stock, par value $0.001 per share, of WIND.

“Class B Shares” means shares of Class B common stock, par value $0.001 per share, of WIND.

“Commission” means the U.S. Securities and Exchange Commission or any successor thereto.

“Common Equity Securities” means the Class A Shares and all shares hereafter authorized of any class or series of common stock or other common

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equity interests of WIND and any and all securities of any kind whatsoever of WIND or any successor thereof which may be issued on or after the date hereof in respect of, in exchange for, or upon conversion of shares of Common Equity Securities pursuant to a merger, consolidation, stock split, reverse split, stock dividend, recapitalization of WIND or otherwise, which shares have the right (subject to the rights of any class or series of preferred stock or other preferred equity interests of WIND) to participate in the distribution of the assets and earnings of WIND without limit as to per share (or other denomination) amount; provided that Common Equity Securities shall not include the Class B Shares.

“Company” means First Wind Holdings, LLC, a Delaware limited liability company.

“Demanding Stockholder” is defined in Section 2(a).

“Demand Notice” is defined in Section 2(a).

“Demand Registration” is defined in Section 2(a).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto and the rules and regulations of the Commission promulgated thereunder.

“Exchange Agreement” means the Exchange Agreement dated as of the date hereof among WIND, the Company and the other parties thereto, as the same may be amended from time to time in accordance with the terms thereof.

“indemnified party” and “indemnifying party” are defined in Section 7(c).

“Initial Stockholders” is defined in the preamble.

“Investor Shares” means the Registrable Securities issued in respect of Series A Units, Series A-1 Units and/or Series A-2 Units in the IPO Merger.

“IPO” means the initial public offering of Class A Shares by WIND in connection with the IPO Merger.

“IPO Merger” means the merger of First Wind Merger, LLC, a subsidiary of WIND, with and into the Company.

“Losses” is defined in Section 7(a).

“Management Shares” means the Registrable Securities issued to the holders of Series B Units in the IPO Merger.

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“Notice” is defined in Section 2(a).

“Partner Distribution” is defined in Section 2(a).

“Permitted Transferee” is defined in Section 11(c).

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Piggyback Notice” is defined in Section 3(a).

“Piggyback Registration” is defined in Section 3(a).

“Prior LLC Agreement” means the Fifth Amended and Restated Limited Liability Company Agreement of the Company, dated as of July 17, 2009.

“Proceeding” means an action, claim, suit, arbitration or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including, without limitation, post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means (a) all shares or other denominations of Common Equity Securities of WIND initially issued pursuant to the Exchange Agreement (including, without limitation, any Common Equity Securities issued or distributed by way of dividend, stock split or other distribution in respect of such shares or other denominations of Common Equity Securities) held by the Stockholders and, subject to the next succeeding sentence and Section 11(c) hereof, any successor or assign of such shares, (b) all shares or other denominations of Common Equity Securities issuable upon exchange or conversion of any Class B Shares and/or Series B Membership Interests in the Company and (c) the shares or other denominations of Common Equity Securities

3

acquired by the Stockholders after the date hereof.  For the avoidance of doubt, a holder of Registrable Securities may include in any registration (including, without limitation, “shelf” registration) Common Equity Securities issuable upon exchange or conversion of Class B Shares and/or Series B Membership Interests in the Company without having effected such exchange or conversion as long as such exchange or conversion is effected prior to disposition thereof in accordance with such registration.  As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) they have been distributed to the public pursuant to Rule 144, or (iii) they have been sold to any Person to whom the rights under this Agreement are not assigned in accordance with this Agreement.  No Registrable Securities may be registered under more than one Registration Statement at any one time.

“Registration Statement” means any registration statement of WIND under the Securities Act which permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including, without limitation, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

“Shelf Offering” is defined in Section 2(e).

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and any successor statute thereto and the rules and regulations of the Commission promulgated thereunder.

“Series A Units” means the Series A Units issued by the Company pursuant to the Prior LLC Agreement.

“Series A-1 Units” means the Series A-1 Units issued by the Company pursuant to the Prior LLC Agreement.

“Series A-2 Units” means the Series A-2 Units issued by the Company pursuant to the Prior LLC Agreement.

“Series B Units” means the Series B Units issued by the Company pursuant to the Prior LLC Agreement.

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“Stockholders” is defined in the preamble.

“Subsequent Holder” is defined in Section 11(c).

“Take-Down Notice” is defined in Section 2(e).

“underwritten registration” or “underwritten offering” means a registration in which securities of WIND are sold to an underwriter for reoffering to the public.

“WIND” is defined in the preamble.

SECTION 2.  Demand Registration.

(a)        Requests for Registration.  Subject to the limits set forth below, at any time after the IPO, each of D. E. Shaw MWP Acquisition Holdings, L.L.C. (or its designated Permitted Transferee), D. E. Shaw MWPH Acquisition Holdings, L.L.C. (or its designated Permitted Transferee) (collectively “D. E. Shaw”)), Madison Dearborn Capital Partners IV, L.P. (or its designated Permitted Transferee) (collectively “Madison Dearborn”)), UPC Wind Partners II, LLC (or its designated Permitted Transferee) (collectively “UPC Holding”)), and the Alberta Entities (or their designated Permitted Transferee) (collectively “Alberta”)) shall have the right by delivering a written notice to WIND (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a “Demanding Stockholder”) to require WIND to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”).  Within ten (10) days after receipt by WIND of a Demand Notice, WIND shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which WIND received written requests for inclusion therein within ten (10) days after such Notice is given by WIND to such holders. A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on WIND if the sale of all Registrable Securities requested to be registered (pursuant to the Demand Notice and in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $100,000,000.

Following receipt of a Demand Notice for a Demand Registration, WIND shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

5

Each of D. E. Shaw and Madison Dearborn shall be entitled to request four (4) Demand Registrations, and each of UPC Holding and Alberta shall be entitled to request two (2) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as WIND shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, D. E. Shaw, Madison Dearborn, UPC Holding or Alberta shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and each of D. E. Shaw, Madison Dearborn, UPC Holding and Alberta shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice.

No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to this subsection (a), (iii) the offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, injunction or similar order or requirement of the Commission during such period, or (iv) the Demand Registration does not become effective because the Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of WIND and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Notice.

All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof.

WIND shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) WIND pursuant to the provisions of this Agreement. WIND shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand

6

Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been included on a “shelf” Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement if the Common Equity Securities of such Stockholder are the only Common Equity Securities still covered by such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities.

Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect affiliates, partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) WIND shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

(b)        Priority on Demand Registration.  If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), then the number of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order:

(i)        first, Investor Shares, on a pro rata basis based upon the number of Registrable Securities owned;

(ii)       second, subject to the following paragraph, Management Shares, on a pro rata basis based upon the number of Registrable Securities owned; and

7

(iii)      third, any other shares of Common Equity Securities, on a pro rata basis based upon the number of Common Equity Securities owned.

In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration, and such registration shall not reduce the number of available Demand Registrations under this Section 2 in the event that the Registration Statement excludes more than 20% of the aggregate number of Registrable Securities requested to be included by the Demanding Stockholder.  Notwithstanding anything herein to the contrary, if the managing underwriter or managing underwriters (if any) determine that the inclusion of the number of Management Shares proposed to be included in any such offering would adversely affect the marketability of such offering, WIND may exclude such number of Management Shares as necessary or desirable to negate such adverse impact.

(c)        Postponement of Demand Registration. WIND shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of 75 days, the filing of a Registration Statement (but not the preparation of such Registration Statement) if WIND delivers to the holders requesting registration a resolution of the board of directors of WIND that, in the good faith judgment of the board of directors of WIND, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of WIND or any material transaction under consideration by WIND or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect WIND. Such board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such board resolution shall keep the information contained in such board resolution confidential on the same terms set forth in Section 5(p). If WIND shall so postpone the filing of a Registration Statement, the holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to WIND within 20 days of the anticipated termination date of the postponement period, as provided in the board resolution delivered to the holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such holder is entitled pursuant to the terms of this Agreement.

(d)        Use, and Suspension of Use, of “Shelf” Registration Statement.  If WIND has filed a “shelf” Registration Statement and has included Registrable Securities therein, WIND shall be entitled to suspend (but not more than an aggregate of 90 days in any twelve month period), for such period of time as is reasonably necessary not in excess of 75 days, the offer or sale of Registrable Securities pursuant to such Registration Statement by any holder of Registrable

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Securities if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder pursuant to such Registration Statement and such holder has not executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement and (ii) WIND delivers to the holders of Registrable Securities included in such Registration Statement a resolution of the board of directors of WIND that, in the good faith judgment of the board of directors of WIND, such offer or sale would reasonably be expected to materially adversely affect any bona fide material financing of WIND or any material transaction under consideration by WIND or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect WIND. Such board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The holders receiving such board resolution shall keep the information contained in such certificate confidential on the same terms set forth in Section 5(p).  In addition, a holder of Registrable Securities may not use a “shelf” Registration Statement to effect the sale of any such securities unless such holder has given WIND at least two Business Days advance written notice of the date or dates of a proposed sale of such securities by such holder pursuant to such Registration Statement (which notice may be given as often as such holder desires), and upon receipt of such a notice, WIND agrees to provide prompt written notice to such holder if such “shelf” Registration Statement is not then usable (whether for reasons described above or otherwise).

(e)        Underwritten “Shelf” Take-Downs.  Subject to Section 2(d), at any time that any “shelf” Registration Statement is effective, if any holder or group of holders of Registrable Securities delivers a notice to WIND (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of the Registrable Securities included by it on such “shelf” Registration Statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then WIND shall use reasonable best efforts to amend or supplement the “shelf” Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(e)).  In connection with any Shelf Offering: (i) WIND shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Securities included in such “shelf” Registration Statement and permit each holder to include its Registrable Securities included on the “shelf” Registration Statement in the Shelf Offering if such holder notifies the proposing holders and WIND within two (2) Business Days after delivery of the Take-Down Notice to such holder, and in the event that the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely

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affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), such underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2(b).

SECTION 3.  Piggyback Registration.

(a)        Right to Piggyback.  If, at any time after the IPO, WIND proposes to file a registration statement under the Securities Act with respect to an offering of Common Equity Securities (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) filed pursuant to Section 2 hereof), whether or not for its own account, then, each such time, WIND shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to subsection (b) hereof, WIND shall include in each such Piggyback Registration all Registrable Securities with respect to which WIND has received written requests for inclusion therein within ten (10) days after notice has been given to the applicable holder. The holders of Registrable Securities exercising their rights under this subsection (a) shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. WIND shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement; provided, however, that any Stockholder owning Common Equity Securities that has been included in such Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities.

(b)        Priority on Piggyback Registrations.  WIND shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities requested to be included in the registration for such offering to include all such Registrable Securities on the same terms and conditions as any other shares of capital stock, if any, of WIND included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed WIND in writing that in its or their view the total number or dollar amount of Common

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Equity Securities that the holders, WIND and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the number of Common Equity Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order:

(i)            first, the Common Equity Securities for the account of WIND or, if the holders of Registrable Securities have in accordance with this Agreement approved the granting of registration rights to any third party, any third party initiating such registration;

(ii)           second, the Investor Shares, on a pro rata basis based upon the number of Registrable Securities owned;

(iii)          third, subject to the following paragraph, the Management Shares, on a pro rata basis based upon the number of Registrable Securities owned; and

(iv)          fourth, Common Equity Securities for the account of any other Persons, on a pro rata basis based upon the number of Registrable Securities owned.

Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) any Piggyback Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a Partner Distribution and (ii) WIND shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.  Notwithstanding anything herein to the contrary, if the managing underwriter or managing underwriters (if any) determine that the inclusion of the number of Management Shares proposed to be included in any such offering would adversely affect the marketability of such offering, WIND may exclude such number of Management Shares as necessary or desirable to negate such adverse impact.

Notwithstanding anything herein the contrary, in respect of any offering under this Agreement (whether under Section 2, Section 3 or otherwise) no Stockholder or any of its affiliates (other than WIND), officers, directors, members, stockholders or representatives shall be required directly or indirectly to make any representations or warranties to, or agreements with, WIND or the

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underwriters (including, without limitation, agreements with respect to indemnification) other than representations, warranties or agreements regarding such Stockholder, its ownership of and title to the Registrable Securities and its intended method of distribution, and any liability of any such Stockholder or its affiliates (other than WIND) to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the total price at which the securities sold by such Stockholder were offered to the public (net of discounts and commissions paid by such Stockholder in connection with such offering).

SECTION 4.  Restrictions On Sale During Registration.

(a)        Each holder of Registrable Securities agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2 or Section 3 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any sale or distribution of any Common Equity Securities (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to give any Demand Notice during the period commencing on the date of the request (which shall be no earlier than 14 days prior to the expected “pricing” of such offering) and continuing for not more than 90 days (with respect to any underwritten public offering other than the IPO made prior to the second anniversary of the IPO and thereafter 60 days rather than 90) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such public offering shall be made or such shorter period as is required by the managing underwriter, provided, however, that WIND and all executive officers and directors of WIND must be subject to the same restrictions, and provided further, that such restrictions shall expire as to any such request if the relevant offering is not consummated within 45 days of the date of such request.  Each holder of Registrable Securities agrees to enter into a “lock-up” agreement containing provisions consistent in all material respects with this Section 4(a) for the benefit of the managing underwriters of any such underwritten offering.  WIND agrees to request each of its executive officers and independent directors to enter into a “lock-up” agreement containing provisions consistent in all material respects with this Section 4(a) for the benefit of the managing underwriters of any such underwritten offering, but WIND shall have no further obligation if any executive officer or independent director does not so agree.

(b)        WIND, if requested (pursuant to a written notice) by the managing underwriter or underwriters of any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2 or Section 3 hereof, shall not effect any public sale or distribution of its Common Equity Securities during the

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14 days prior to and the 90-day period (or, after the second anniversary of the IPO, the 60-day period) beginning on the “pricing” of such offering, except as part of such underwritten registration, or unless such managing underwriter or underwriters otherwise agree in writing, provided, that such restrictions shall expire as to any such request if the relevant offering is not consummated within 45 days of the date of such request, and provided further that this Section 4(b) shall not apply to any sale pursuant to a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan, or apply to any sales or grants of Common Equity Securities pursuant to employee benefit plans or contracts of WIND or its subsidiaries.

SECTION 5.  Registration Procedures.  If and whenever WIND is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2 or Section 3 hereof, WIND shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto WIND shall cooperate in the sale of the securities and shall, as expeditiously as reasonably possible:

(a)        Prepare and file with the Commission a Registration Statement or Registration Statements on any form which shall be available for the sale of the Registrable Securities by the holders thereof or WIND in accordance with the intended method or methods of distribution thereof (including, without limitation, a Partner Distribution), and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided, however, that no later than ten (10) days before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including, without limitation, documents that would be incorporated or deemed to be incorporated therein by reference), WIND shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed. WIND shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including, without limitation, such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object, unless, in the opinion of WIND and its counsel, such filing is necessary to comply with applicable law.

(b)        Prepare and file with the Commission such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities

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Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; provided, however, that any holder of Registrable Securities that has been included on a “shelf” registration statement may request that such holder’s Registrable Securities be removed from such registration statement, in which event WIND shall promptly either withdraw such registration statement or file a post-effective amendment to such registration statement removing such Registrable Securities.

(c)        Notify each selling holder of Registrable Securities, its counsel and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any notice from the Commission that there will be a review of a Registration Statement and, to the extent requested by a holder of Registrable Securities, promptly provide such holders, their counsel and the managing underwriters, if any, with a copy of any SEC comments received by WIND in connection therewith, (iii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (v) if at any time the representations and warranties of WIND contained in any agreement (including, without limitation, any underwriting agreement) contemplated by Section 5(o) below cease to be true and correct, (vi) of the receipt by WIND of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vii) of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(d)        Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction.

(e)        If requested by the managing underwriters, if any, or any holder of Registrable Securities being sold in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after WIND has received such request.

(f)         Furnish or make available to each selling holder of Registrable Securities, its counsel and each managing underwriter, if any, without charge, at least five conformed copies of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits, unless requested by such holder, counsel or underwriter).

(g)        Deliver to each selling holder of Registrable Securities, its counsel and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with the distribution of the Registrable Securities; and WIND, subject to the last paragraph of this Section 5, hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto.

(h)        Prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of such jurisdictions within the United States as any seller or underwriter reasonably requests and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that WIND will not be required to (i) qualify

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generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject.

(i)         Unless the Registrable Securities to be sold are uncertificated, cooperate with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, or holders may request at least two (2) Business Days prior to any sale of Registrable Securities in a firm commitment public offering, but in any other such sale, within ten (10) Business Days prior to having to issue the securities.

(j)         Use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the nature of such selling holder’s business, in which case WIND will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals, as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities.

(k)        Upon the occurrence of any event contemplated by subsection (c)(vii) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(l)         Prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities.

(m)       Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement.

(n)        Use its reasonable best efforts to cause all shares of Registrable Securities covered by such Registration Statement to be authorized to be listed on

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a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange.

(o)        Enter into such agreements (including, without limitation, an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, (i) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested, (ii) furnish to the selling holders of such Registrable Securities opinions of counsel and a negative assurance letter to WIND and updates thereof (which counsel, opinions and letter (in form, scope and substance, in the case of such opinions and such letter) shall be reasonably satisfactory to the selling holders of such Registrable Securities, the managing underwriters, if any, and counsels to the selling holders of the Registrable Securities), addressed to each selling holder of Registrable Securities and each of the underwriters, if any, covering the matters customarily covered in opinions and negative assurance letters requested in underwritten offerings and such other matters as may be reasonably requested by such holders, counsel and underwriters, (iii) obtain “cold comfort” letters and updates thereof from the independent certified public accountants of WIND (and, if necessary, any other independent certified public accountants of any subsidiary of WIND or of any business acquired by WIND for which financial statements and financial data are, or are required to be, included in the Registration Statement) who have certified the financial statements included in such Registration Statement, addressed to each selling holder of Registrable Securities (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, which form and substance shall be acceptable to the selling holders of the Registrable Securities, (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 7 hereof with respect to all parties to be indemnified pursuant to said Section and (v) deliver such documents and certificates as may be reasonably requested by any holder of Registrable Securities being sold, such holder’s counsel and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to subsection (o)(i) above and to evidence compliance with the conditions contained in the underwriting agreement or other agreement entered

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into by WIND. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder.

(p)        Make available for inspection by the selling holders of Registrable Securities, any underwriter participating in any such disposition of Registrable Securities, if any, and any attorneys or accountants retained by such selling holders or underwriter, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of WIND and its subsidiaries, and cause the officers and employees of WIND and its subsidiaries to supply all information in each case reasonably requested by any such holder, underwriter, attorney or accountant in connection with such Registration Statement; provided, however, that any information that is not publicly available at the time of delivery of such information shall be kept confidential by such Persons (other than disclosure by such Persons to such Persons’ respective affiliates) unless (i) disclosure of such information is required by court or administrative order or other legal process, (ii) disclosure of such information is required by law, or (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such Person. In the case of a proposed disclosure pursuant to (i) or (ii) above, such Person shall, to the extent practical, be required to give WIND written notice of the proposed disclosure prior to such disclosure and, if requested by WIND, at WIND’s expense, assist WIND in seeking to prevent or limit the proposed disclosure.

(q)        Comply with all applicable rules and regulations of the Commission and make available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, or any similar rule promulgated under the Securities Act, no later than forty-five (45) days after the end of any twelve (12) month period (or ninety (90) days after the end of any twelve (12) month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of WIND after the effective date of a Registration Statement, which statements shall cover one of said twelve (12) month periods.

(r)         Cause its officers to support the marketing of the Registrable Securities covered by the Registration Statement (including, without limitation, participation in “road shows”), to the extent reasonably requested.

Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) any Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable

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Securities. WIND may require each seller of Registrable Securities as to which any registration is being effected to furnish to WIND in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as WIND may, from time to time, reasonably request in writing.

Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any notice from WIND of the happening of any event of the kind described in subsection (c) (iii), (iv), (v), (vi) or (vii) hereof, such holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such holder is advised in writing by WIND that the disposition may be resumed and, if applicable, has received copies of the supplemented or amended Prospectus contemplated by subsection (k) hereof, together with any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that WIND shall extend the time periods under Section 2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the holder is required to discontinue disposition of such securities.

SECTION 6.  Registration Expenses.  All fees and expenses incident to the performance of or compliance with this Agreement by WIND (including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Financial Industry Regulatory Authority and the Commission, (B) of compliance with securities or Blue Sky laws, including, without limitation, any fees and disbursements of counsel for the underwriters in connection with Blue Sky qualifications of the Registrable Securities pursuant to Section 5(h) and (C) of listing and registration with a national securities exchange or national market interdealer quotation system), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing of Prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included in any Registration Statement), (iii) messenger, telephone and delivery expenses of WIND, (iv) fees and disbursements of counsel for WIND, (v) expenses of WIND incurred in connection with any road show, (vi) fees and disbursements of all independent certified public accountants referred to in Section 5(o)(iii) hereof (including, without limitation, the expenses of any “cold comfort” letters required by this Agreement) and any other persons, including special experts retained by WIND, (vii) rating agency fees and (viii) reasonable fees and disbursements of one counsel reasonably acceptable to WIND for the holders of Registrable Securities whose shares are included in a Registration Statement, which counsel shall be selected by the holders of a majority of the Registrable Securities included in such Registration Statement) shall be borne by WIND whether or not any Registration

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Statement is filed or becomes effective. In addition, WIND shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange on which similar securities issued by WIND are then listed and rating agency fees and the fees and expenses of any Person, including special experts, retained by WIND.

WIND shall not be required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter (except as set forth in clauses 6(i)(B) and (viii)), (ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities sold by WIND) or (iii) any other expenses of the holders of Registrable Securities not specifically required to be paid by WIND pursuant to the first paragraph of this Section 6.

SECTION 7.  Indemnification.

(a)        Indemnification by WIND.  WIND shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the affiliates, officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular or other document (including, without limitation, any related Registration Statement, notification or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by WIND of the Securities Act or any rule or regulation thereunder applicable to WIND and relating to action or inaction required of WIND in connection with any such registration, qualification, or compliance, and will reimburse each such holder,

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each of its affiliates, officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees and each person controlling such holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided, however that WIND will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to WIND by such holder. It is agreed that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of WIND (which consent shall not be unreasonably withheld).

(b)        Indemnification by Holder of Registrable Securities.  In connection with any Registration Statement in which a holder of Registrable Securities is participating, such holder of Registrable Securities shall furnish to WIND in writing such information as WIND reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the fullest extent permitted by law, severally and not jointly, WIND, its directors, officers, accountants, attorneys, agents and employees, each Person who controls WIND (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, accountants, attorneys, agents or employees of such controlling persons, and each underwriter, if any, and each person who controls such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse WIND and such directors, officers, partners, members, managers, stockholders, accountants, attorneys, employees, agents, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but in each case only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to WIND by such holder specifically for use in connection with the preparation of such Registration Statement, Prospectus, offering circular or other document; provided, however, that the obligations of such holder hereunder shall not apply to amounts

21

paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided further, however, that the liability of each selling holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. In addition, insofar as the foregoing indemnity relates to any such untrue statement or omission made in the preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the Commission at the time the Registration Statement becomes effective or in the final Prospectus filed pursuant to applicable rules of the Commission or in any supplement or addendum thereto and such new Prospectus is delivered to the underwriter, the indemnity agreement herein shall not inure to the benefit of such underwriter, any controlling person of such underwriter and their respective Representatives, if a copy of the final Prospectus filed pursuant to such rules, together with all supplements and addenda thereto was not furnished to the Person asserting the loss, liability; claim or damage at or prior to the time such furnishing is required by the Securities Act.

(c)        Conduct of Indemnification Proceedings.  If any Person shall be entitled to indemnity hereunder (an “indemnified party”), such indemnified party shall give prompt notice to the party from which such indemnity is sought (the “indemnifying party”) of any claim or of the commencement of any Proceeding with respect to which such indemnified party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been prejudiced by such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or Proceeding, to, unless in the indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the indemnifying party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such indemnified party; provided, however, that an indemnified party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the indemnifying party agrees to pay such fees and expenses or (ii) the indemnifying party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such indemnified party; in which case the indemnified party shall have the right to employ counsel and to assume the defense of such claim or proceeding; provided further, however, that the indemnifying party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings

22

in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. Whether or not such defense is assumed by the indemnifying party, such indemnified party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld, delayed or conditioned). The indemnifying party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release, in form and substance reasonably satisfactory to the indemnified party, from all liability in respect of such claim or litigation for which such indemnified party would be entitled to indemnification hereunder.

(d)        Contribution. If the indemnification provided for in this Section 7 is unavailable to an indemnified party in respect of any Losses (other than in accordance with its terms), then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party, on the one hand, and indemnified party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this subsection (d), an indemnifying party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds from the sale of the Registrable Securities sold by such indemnifying party exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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(e)        Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with any underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

SECTION 8.  Rule 144.  After the IPO, WIND shall file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, and will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any holder of Registrable Securities, WIND shall deliver to such holder a written statement as to whether it has complied with such requirements.

SECTION 9.  Underwritten Registrations.  If any Demand Registration is an underwritten offering or there is any Shelf Offering, the holders of a majority of the Registrable Securities to be sold pursuant to such underwritten Demand Registration or to be included in such Shelf Offering shall have the right to select the investment banker or investment bankers and managers to administer the offering, provided such Persons are reasonably acceptable to WIND.  WIND shall have the right to select the investment banker or investment bankers and managers to administer any Piggyback Registration.

SECTION 10.  Limitation On Subsequent Registration Rights.  From and after the date of this Agreement WIND shall not, without the prior written consent of the holders of two-thirds of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of WIND, giving such holder or prospective holder any registration rights the terms of which are equivalent to or more favorable than the registration rights granted to holders of Registrable Securities hereunder, or which would reduce the amount of Registrable Securities the holders can include in any registration filed pursuant to Section 2 hereof, unless such rights are subordinate to those of the holders of Registrable Securities.

SECTION 11.  Miscellaneous.

(a)        Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of holders of two-thirds of the Registrable Securities; provided, however, that in no event shall the obligations of any holder of Registrable Securities be materially increased or the rights of any Stockholder be adversely affected (without similarly adversely affecting the rights

24

of all Stockholders), except upon the written consent of such holder. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of at least two-thirds of the Registrable Securities being sold by such holders pursuant to such Registration Statement.

(b)        Notices.  All notices, requests, consents and other communications hereunder to any party shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this subsection (b)) or nationally recognized overnight courier, addressed to such party at the address or facsimile number set forth in WIND’s records in the case of a Stockholder, or below with respect to WIND, or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:

If to WIND, to:

First Wind Holdings Inc.
179 Lincoln Street, Suite 500
Boston, MA  02111
Telephone: 617-960-2888
Facsimile: 617-960-2889
Attention: General Counsel

with a copy (which shall not constitute notice to WIND) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY  10017
Telephone: 212-450-4565
Facsimile: 212-701-5565
Attention: Joseph A. Hall

Each such notice or other communication shall be deemed received on the date sent to the recipient thereof in accordance with this subsection (b), if sent prior to 5:00 p.m. in the place of receipt and such day is a Business Day; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

(c)        Successors and Assigns; Stockholder Status.  This Agreement shall inure to the benefit of the recipients of a Partner Distribution (provided that in connection with a Partner Distribution a single Person shall have been appointed

25

and duly authorized to serve as agent on behalf of all such transferees with respect to all matters that are the subject of this Agreement, including the giving and receiving of notice on behalf of such transferees) and shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent holders (each, a “Subsequent Holder”) of Registrable Securities that, alone or taken together with their Affiliates, acquired, directly or indirectly, from a Stockholder or Stockholders, not less than 20% of the Registrable Securities held by such Stockholder or Stockholders (together with their Affiliates) as of the date hereof (each, a “Permitted Transferee”); provided, however, that such Permitted Transferee shall not be entitled to such rights unless such Permitted Transferee shall have executed and delivered to WIND an Addendum Agreement substantially in the form of Exhibit A hereto promptly following the acquisition of such Registrable Securities, in which event such Permitted Transferee shall be deemed a Stockholder for purposes of this Agreement and Annex A shall be updated by WIND accordingly, and provided further that no such Subsequent Holder shall have any rights under this Agreement at such time as such Subsequent Holder’s Registrable Securities are freely tradable without volume limitations under Rule 144.  Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective Permitted Transferees any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained.  It is understood and agreed that no assignment or transfer by any of D. E. Shaw, Madison Dearborn, UPC Holding or Alberta of any of the Demand Registrations to which it is entitled pursuant to the third paragraph of Section 2(a) will result in an increase in the number of Demand Registrations (that do not constitute “shelf” registrations) to which WIND is otherwise subject.

(d)   Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e)   Headings.  The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(f)    Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of New York without regard to conflicts of law principles thereof.

(g)   Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their

26

commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants ‘ and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(h)   Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by WIND with respect to Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(i)    Securities Held by WIND or its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by WIND or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(j)    Termination. This Agreement shall terminate on the date when no Registrable Securities remain outstanding; provided that Section 6 and Section 7 shall survive any termination.

(k)   Specific Performance. The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable Securities for breaches by WIND of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach.

(l)    Consent to Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought and maintained exclusively in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York located in the County of New York.  Each of the parties irrevocably consents to submit to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding.  Process in any such suit, action or proceeding in such courts may be served, and shall be effective, on any party anywhere in the world, whether within or without the jurisdiction of any such court, by any of the methods specified for the giving of notices pursuant to subsection (b) of this Section 11.  Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection or

27

defense that it may now or hereafter have based on venue, inconvenience of forum, the lack of personal jurisdiction and the adequacy of service of process (as long as the party was provided notice in accordance with the methods specified in subsection (b) of this Section 11) in any suit, action or proceeding brought in such courts.

(m)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[Signature pages follow]

28

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.
By:	D. E. SHAW & CO., L.L.C., AS MANAGER
	By:
		Name:
		Title:
D. E. SHAW MWPH ACQUISITION HOLDINGS, L.L.C.
By:	D. E. SHAW & CO., L.L.C., AS MANAGER
	By:
		Name:
		Title:
MADISON DEARBORN CAPITAL PARTNERS IV, L.P.
By:	MADISON DEARBORN PARTNERS IV, L.P.
Its:	GENERAL PARTNER
By:	MADISON DEARBORN CAPITAL PARTNERS, LLC
Its:	GENERAL PARTNER
	By:
		Name:
		Title:

29

[NAME]
By:
	Name:
	Title:

30

Annex A

STOCKHOLDERS

Exhibit A

ADDENDUM AGREEMENT

This ADDENDUM AGREEMENT is made this      day of                         , 20    , by and between                                      (the “New Stockholder”) and First Wind Holdings Inc. (“WIND”), pursuant to a Registration Rights Agreement (as amended from time to time, the “Agreement”) dated as of           , 2010, by and among WIND and the Stockholders.

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

W I T N E S S E T H:

WHEREAS, WIND has agreed to provide registration rights with respect to the Registrable Securities as set forth in the Agreement;

WHEREAS, the New Stockholder has acquired Registrable Securities directly or indirectly from a Stockholder; and

WHEREAS, WIND and the Stockholders have required in the Agreement that all persons desiring registration rights must enter into an Addendum Agreement binding the New Stockholder to the Agreement to the same extent as if it were an original party thereto;

NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Stockholder acknowledges that it has received and read the Agreement and that the New Stockholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were a Stockholder originally party to the Agreement.

[NAME]
By:
	Name:
	Title:
Address for Notices:
Facsimile No.

32

AGREED TO pursuant to Section 11(c) of the Agreement.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:

33

EX-10.47

Exhibit 10.47

Exhibit B

to Merger Agreement

EXCHANGE AGREEMENT

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

THE SERIES B MEMBERS OF FIRST WIND HOLDINGS, LLC

Dated as of           , 2010

TABLE OF CONTENTS

ARTICLE 1
DEFINED TERMS
Section 1.01.  Definitions	2
Section 1.02.  Other Definitional and Interpretative Provisions	4
ARTICLE 2
EXCHANGE
Section 2.01.  Exchanges	5
Section 2.02.  Adjustment	9
Section 2.03.  Expiration	9
Section 2.04.  Reservation of Class A Shares; Listing	9
Section 2.05.  Recapitalization	10
ARTICLE 3
TRANSFER RESTRICTIONS
Section 3.01.  General Restrictions on Transfer	10
Section 3.02.  Legends	10
Section 3.03.  Permitted Transferees	11
ARTICLE 4
OTHER AGREEMENTS; MISCELLANEOUS
Section 4.01.  Expenses	11
Section 4.02.  Notices	12
Section 4.03.  Permitted Transferees	12
Section 4.04.  Severability	13
Section 4.05.  Counterparts	13
Section 4.06.  Entire Agreement; No Third Party Beneficiaries	13
Section 4.07.  Further Assurances	13
Section 4.08.  Dispute Resolution.	13
Section 4.09.  Governing Law	13
Section 4.10.  Consent to Jurisdiction	13
Section 4.11.  WAIVER OF JURY TRIAL	14
Section 4.12.  Amendments; Waivers	14
Section 4.13.  Assignment	14
Section 4.14.  Tax Treatment	14

i

EXCHANGE AGREEMENT

among

FIRST WIND HOLDINGS INC.

FIRST WIND HOLDINGS, LLC

and

THE SERIES B MEMBERS OF FIRST WIND HOLDINGS, LLC

EXCHANGE AGREEMENT, dated as of           , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and the holders from time to time of Series B Membership Interests in the Company listed on Exhibit A hereto (collectively, the “Series B Members”).  Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, in connection with the closing of its initial public offering of Class A Shares (the “IPO”), WIND intends to consummate the transactions described in the Registration Statement on Form S-1 originally filed with the Commission on July 31, 2008, as amended (Registration No. 333-152671);

WHEREAS, immediately prior to the closing of the IPO, pursuant to the Agreement and Plan of Merger among WIND, the Company and First Wind Merger, LLC, a Delaware limited liability company (the “Merger Agreement”), the existing ownership interests in the Company of the Series B Members, represented by Units, will be converted into Series B Membership Interests in the Company and Class B Shares of WIND, and each of the Series B Members will own the number of Series B Membership Interests and Class B Shares set forth opposite its name on Exhibit A hereto;

WHEREAS, the parties hereto desire to provide for the possible future exchange following the IPO of Series B Membership Interests (concurrently with the surrender of Class B Shares), for Class A Shares of WIND, on the terms and subject to the conditions set forth herein;

WHEREAS, WIND shall have no obligation to acquire from a Series B Member any Series B Membership Interests and Class B Shares unless such Series B Member exercises its Exchange Right with respect to such Series B Membership Interests and Class B Shares in accordance herewith; and

WHEREAS, the parties intend that an Exchange consummated hereunder be treated for U.S. federal income tax purposes, to the extent permitted by law, as a taxable sale of Series B Membership Interests and Class B Shares;

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINED TERMS

Section 1.01.  Definitions.  As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, when used with respect to a specified Person, any Person which (a) directly or indirectly Controls, is Controlled by or is Under Common Control with such specified Person, (b) is an executive officer, director, general partner, trustee or manager of such specified Person or of a Person described in clause (a), or (c) is a Relative of such specified Person or of an individual described in clauses (a) or (b).

“Agreement” is defined in the preamble.

“Business Combination Transaction” is defined in the Amended and Restated Certificate of Incorporation of WIND.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or New York City, New York are authorized by law to close.

“Class A Shares” means shares of Class A common stock, par value $0.001 per share, of WIND.

“Class B Shares” means shares of Class B common stock, par value $0.001 per share, of WIND.

“Closing” means the closing of an Exchange pursuant to Section 2.01.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal income tax code.

“Commission” means the U.S. Securities and Exchange Commission or any successor thereto.

“Company” is defined in the preamble.

“Control,” including the correlative terms “Controlling,” “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

2

“Exchange,” when used as a noun, means an exchange by a Series B Member of one or more Series B Membership Interests and Class B Shares for Class A Shares pursuant to Section 2.01 of this Agreement.  “Exchange,” when used as a verb and “Exchanging,” when used as an adjective, shall have correlative meanings.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time.

“Exchange Rate” means the number of Class A Shares for which a Series B Membership Interest (together with the corresponding Class B Share, subject to adjustment as provided in Section 2.02) is entitled to be Exchanged from time to time, as provided in Section 2.02.

“Exchange Request” means a written notice to WIND, delivered at least 20 days in advance of any Exchange, setting forth the number of Series B Membership Interests to be Exchanged for Class A Shares and the number of Class B Shares to be delivered to WIND for cancellation, as described in Section 2.01(a).

“Exchange Right” means the right of a Series B Member to exchange from time to time one or more Series B Membership Interests (together with the corresponding Class B Shares, subject to adjustment based on the Exchange Rate then in effect) for Class A Shares pursuant to Section 2.01.

“Fiscal Quarter” means each fiscal quarter ending on the last day of each of March, June, September and December of any Fiscal Year.

“Fiscal Year” means a period commencing January 1 and ending December 31 of each year.

“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign, and any subdivision thereof.

“IPO” is defined in the recitals.

“Liens” means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever.

“LLC Agreement” means the Limited Liability Company Agreement of the Company dated as of           , 2010.

“Merger Agreement” is defined in the recitals.

“Notice” is defined in Section 4.02.

“Permitted Transferee” is defined in the LLC Agreement.

3

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the date hereof among WIND and the other parties thereto.

“Relative” means any Person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships and any Person sharing such Person’s household (other than a tenant or employee).

“Restricted Class A Shares” is defined in Section 3.01.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time.

“Secretary” is defined in Section 2.01(d)(i).

“Series B Membership Interests” means the Series B Membership Interests, as defined in the LLC Agreement.

“Series B Members” is defined in the preamble.

“Tax Receivable Agreement” means the Tax Receivable Agreement dated as of the date hereof among WIND, the Company and the other parties thereto.

“Transaction Documents” means this Agreement, the LLC Agreement, the Registration Rights Agreement and the Tax Receivable Agreement.

“WIND” is defined in the preamble.

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.  Any capitalized term used in any Exhibit Aut not otherwise defined therein has the meaning ascribed to such term in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.  “Writing,” “written” and comparable terms refer to printing, typing and other means of

4

reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2

EXCHANGE

Section 2.01.  Exchanges.  (a) Permissible Exchanges.  (i) Upon the terms and subject to the conditions of this Article 2, each Series B Member may, at any time and from time to time, elect to Exchange in one or more Exchanges up to one hundred percent (100%) of its or his Series B Membership Interests by delivering an Exchange Request to WIND.

(ii)   Upon delivery to WIND, no Exchange Request may be revoked less than five Business Days prior to the scheduled Closing of the applicable Exchange (and WIND shall have received notice of such revocation no later than such 5th Business Day) unless the Series B Member that has delivered such Exchange Request reimburses all out-of-pocket costs incurred by WIND or the Company with respect to such requested Exchange; provided, however, that a Series B Member that has delivered an Exchange Request shall be entitled without reimbursing such costs either (x) to revoke such Exchange Request at any time prior to the Closing of the applicable Exchange or (y) to delay the Closing of the requested Exchange pursuant to this Section 2.01(a)(ii), in each case, after the occurrence of one or more of the following events (the date of such Closing to be determined pursuant to Section 2.01(b)(i):  (A) any registration statement pursuant to which the Class A Shares were to be registered for such Series B Member at or immediately following the Closing shall have ceased to be effective pursuant to any action or inaction by the Commission; (B) WIND shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such sale; (C) WIND shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement (whether pursuant to the Registration Rights Agreement or otherwise), and such deferral, delay or suspension shall affect the ability of such Series B Member to have his Class A Shares registered at or immediately following the Closing; (D) WIND shall have disclosed to such Series B Member any material non-public information concerning WIND, the receipt of which results in such Series B Member being prohibited or restricted from selling Class A Shares at or immediately following the Closing without disclosure of such information (and WIND does not permit disclosure); (E) any stop order relating to the registration statement pursuant to which the Class A Shares were to be registered by such Series B Member at or immediately following the Closing shall have been issued by the Commission; (F) the Closing, or the closing of the registered offering or the effectiveness of any registration, shall have been delayed due to any facts or circumstances; (G) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares are then traded; (H) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the Exchange of Series B Membership Interests for Class A Shares, the transfer of Class B Shares for cancellation or the registration or sale of

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any Class A Shares pursuant to a registration statement; or (I) WIND shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Series B Member to consummate the registration or sale of Class A Shares in a manner not expressly contemplated in clauses (A) through (H) above; provided, however, that in no event shall the Series B Member who is seeking to delay such Closing or revoke such Exchange Request and relying on any of the matters contemplated in clauses (A) through (H) above have controlled or intentionally influenced any facts, circumstances or Persons in connection therewith in order to provide such Series B Member with a basis for such delay or revocation.

(iii)  Each Exchange Request shall set forth the number of Series B Membership Interests such Series B Member wishes to Exchange for Class A Shares at the applicable Closing and the number of Class B Shares to be delivered for cancellation at the Closing (which shall be equal to the number of Series B Membership Interests to be Exchanged, subject to adjustment based on the Exchange Rate in effect at the applicable Closing).  If any Exchange Request is made in connection with a contemplated underwritten offering of Class A Shares and such underwritten offering includes any option being granted to the underwriters or any other Person to acquire an additional number of Class A Shares in connection with such offering, then (A) each Exchange Request related to Series B Membership Interests to be Exchanged for Class A Shares that will be included in such underwritten offering shall also specify the maximum number of additional Series B Membership Interests that the Series B Member desires to have Exchanged in the event that such option is exercised (it being understood that (x) the party exercising such option may have the right to do so in part, in which case the additional Series B Membership Interests Exchanged in connection with such offering will be limited to the amount necessary to fulfill the delivery obligation with respect to the Class A Shares that are actually to be acquired upon exercise of such option, and (y) the allocation of Class A Shares to be acquired pursuant to an exercise of any such option among the Persons participating in such offering may not be known at the time of the delivery of the original Exchange Request, in which case the maximum number of additional Series B Membership Interests to potentially be Exchanged will be communicated to WIND pursuant to a supplement to the Exchange Request delivered promptly following the time at which such determination is made, which supplement to the Exchange Request need not be delivered 20 days in advance of the applicable Exchange) and (B) the Closing of the Exchange of any additional Series B Membership Interests to fulfill a Series B Member’s delivery obligation with respect to the Class A Shares that are to be acquired upon exercise of any such option will occur immediately prior to the time that delivery of the Class A Shares is to be made.

(iv)  Each Series B Member shall represent in the Exchange Request that such Series B Member owns the Series B Membership Interests and Class B Shares to be delivered at the applicable Closing pursuant to Section 2.01(d)(i) and Section 2.01(d)(ii), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the LLC Agreement, and, if there are any Liens identified in the Exchange Request, such Series B Member shall covenant that such Series B Member will deliver at the applicable Closing evidence reasonably satisfactory to WIND that

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all such Liens (other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the LLC Agreement) have been released.

(v)   No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of the Company, such Exchange would pose a material risk that the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code.

(vi)  Each Exchange pursuant to this Section 2.01(a) shall be at the Exchange Rate in effect at the applicable Closing.

(b)   Closing.  (i) If an Exchange Request has been delivered pursuant to Section 2.01(a)(i), then (subject to Section 2.01(c)) the Closing of such Exchange shall occur on the date that is the later of (x) the fifth Business Day following the last Business Day of the Fiscal Quarter during which such Exchange Request has been delivered and (y) the fifth Business Day following the date on which the conditions giving rise to any delay pursuant to Section 2.01(a)(ii) cease to exist.  Subject to the immediately preceding sentence, parties shall effect the Closing at such time, at such place, and in such manner, as WIND shall reasonably specify.

(ii)   If WIND enters into an agreement to consummate a Business Combination Transaction, WIND shall give each Series B Member at least 20 Business Days’ notice of the closing thereof, if practicable, and WIND shall cause such agreement to provide that, at the request of a Series B Member, such Series B Member shall be entitled to Exchange his Series B Membership Interests for Class A Shares immediately prior to the closing of the Business Combination Transaction in order for such Series B Member to be able to receive the amount and type of consideration payable pursuant to such Business Combination Transaction to holders of Class A Shares, and such agreement shall provide that such Series B Member shall be entitled to revoke such request on up to two Business Days’ notice to WIND prior to the closing thereof.  If any Person commences a tender offer or exchange offer for any of the outstanding shares of WIND’s stock, WIND shall use reasonable efforts to cause such Person to provide that the terms of such offer shall entitle such Series B Member, at the request of such Series B Member, to Exchange his Series B Membership Interests for Class A Shares immediately prior to the consummation of such tender offer or exchange offer in order for such Series B Member to participate in such tender offer or exchange offer, and to permit such Series B Member to revoke such request on up to two Business Days’ notice to such Person prior to the closing thereof.  The Closing for any Exchange occurring pursuant to this Section 2.01(b)(ii) shall occur immediately prior to, but remain subject to the consummation immediately after of, the Business Combination Transaction, tender offer or exchange offer, as applicable, and such Exchange shall be reversed immediately if such Business Combination Transaction, tender offer or exchange offer, as applicable, shall fail to be consummated after such Exchange.

(iii)  Upon the occurrence of a Closing, (A) all rights of the Exchanging Series B Member as holder of the Series B Membership Interests being Exchanged shall terminate, (B) the Class B Shares delivered at the Closing shall be automatically cancelled on the books and records of WIND and shall no longer be deemed to be issued and outstanding capital stock of

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WIND, and (C) such Exchanging Series B Member shall be treated for all purposes as the holder of the Class A Shares delivered at the Closing.

(c)   Closing Conditions.  (i) The obligation of any of the parties to consummate an Exchange pursuant to this Section 2.01 shall be subject to the condition that there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is then in effect that restrains or prohibits the Exchange of Series B Membership Interests for Class A Shares or the transfer of Class B Shares for cancellation.

(ii)   The obligation of WIND to consummate an Exchange pursuant to this Section 2.01 shall be subject to the delivery by the Exchanging Series B Member of the items specified in clauses (i), (ii) and (iii) of Section 2.01(d).

(d)   Closing Deliveries.  At or prior to each Closing, with respect to each Series B Member that requests the Exchange contemplated for such Closing:

(i)    to the extent that such Series B Member’s Series B Membership Interests are certificated, such Series B Member shall deliver to WIND one or more certificates representing the number of Series B Membership Interests specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by security transfer powers, in form reasonably satisfactory to the corporate secretary of WIND (the “Secretary”), duly executed in blank by such Series B Member or such Series B Member’s duly authorized attorney, to be Exchanged for Class A Shares based on the Exchange Rate in effect at the applicable Closing;

(ii)   such Series B Member shall deliver to WIND for cancellation one or more certificates representing a number of Class B Shares equal to the number of such Series B Member’s Series B Membership Interests specified in such Exchange Request, subject to adjustment based on the Exchange Rate in effect at the applicable Closing (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by security transfer powers, in form reasonably satisfactory to the Secretary, duly executed in blank by such Series B Member or such Series B Member’s duly authorized attorney;

(iii)  such Series B Member shall represent in writing, and at WIND’s request deliver confirmatory evidence reasonably satisfactory to WIND, that no Liens exist on the Series B Membership Interests and Class B Shares delivered pursuant to Sections 2.01(d)(i) and 2.01(d)(ii) (other than transfer restrictions imposed by or under applicable securities laws, the LLC Agreement and this Agreement), or that such Liens have been released;

(iv)  if such Series B Member delivers to WIND, pursuant to Section 2.01(d)(i) or 2.01(d)(ii), a certificate representing a number of Series B Membership Interests or Class B Shares that is greater than the number of Series B Membership Interests or Class

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B Shares specified in the applicable Exchange Request, WIND will deliver (or cause the Company to deliver) to such Series B Member certificates representing the excess Series B Membership Interests or Class B Shares, as applicable; and

(v)   WIND shall deliver to such Series B Member a certificate representing the number of Class A Shares that such Series B Member is entitled to receive for Series B Membership Interests in the Exchange.

Section 2.02.  Adjustment.  On the date hereof, the Exchange Rate shall be 1 for 1.  The Exchange Rate shall be adjusted accordingly if there is: (a) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Series B Membership Interests that is not accompanied by an identical subdivision or combination of the Class A Shares and Class B Shares; or (b) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Shares and Class B Shares that is not accompanied by an identical subdivision or combination of the Series B Membership Interests.  If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Series B Member shall be entitled to receive the amount of such security, securities or other property that such Exchanging Series B Member would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction.  For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class A Shares are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

Section 2.03.  Expiration.  In the event that the Company is dissolved, liquidated or wound up pursuant to the LLC Agreement or otherwise, any Exchange Right shall expire upon final distribution of the assets of the Company pursuant to the terms and conditions of the LLC Agreement.

Section 2.04.  Reservation of Class A Shares; Listing.  WIND shall at all times reserve and keep available out of its authorized but unissued Class A Shares, solely for the purpose of issuance upon an Exchange, such number of Class A Shares as shall be issuable upon any such Exchange; provided that nothing contained herein shall be construed to preclude WIND from satisfying its obligations in respect of any such Exchange by delivery of purchased Class A Shares (which may or may not be held in the treasury of WIND).  If any Class A Shares require

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registration with or approval of any Governmental Entity under any federal or state law before such Class A Shares may be issued upon an Exchange, WIND shall cause such Class A Shares to be duly registered or approved, as the case may be.  WIND shall list the Class A Shares required to be delivered upon any such Exchange prior to such delivery upon each national securities exchange upon which the outstanding Class A Shares are listed at the time of such Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities laws).  WIND covenants that all Class A Shares issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable.

Section 2.05.  Recapitalization.  This Agreement shall apply to the Series B Membership Interests held by the Series B Members and their Permitted Transferees as of the date hereof, as well as any Series B Membership Interests hereafter acquired by a Series B Member and his Permitted Transferees.  This Agreement shall apply to, mutatis mutandis, and all references to “Series B Membership Interests” shall be deemed to include, any security, securities or other property of the Company which may be issued in respect of, in exchange for or in substitution of Series B Membership Interests, by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

ARTICLE 3

TRANSFER RESTRICTIONS

Section 3.01.  General Restrictions on Transfer.  (a) Each Series B Member understands and agrees that the Class A Shares received by such Series B Member in any Exchange (any such Class A Shares, “Restricted Class A Shares”) may not be Transferred except as permitted by Section 3.02(b) or 3.03.

(b)   Without limitation of Section 3.01(a), each Series B Member understands and agrees that, until registered under the Securities Act, the Restricted Class A Shares are restricted securities under the Securities Act and the rules and regulations promulgated thereunder.  Each Series B Member agrees that he or it shall not Transfer any Restricted Class A Shares (or solicit any offers in respect of any Transfer of any Restricted Class A Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(c)   Any attempt to Transfer any Restricted Class A Shares not in compliance with this Agreement shall be void ab initio, and WIND shall not, and shall cause any transfer agent not to, give any effect in WIND’s stock records to such attempted Transfer.

Section 3.02.  Legends.  (a) In addition to any other legend that may be required, subject to Section 3.02(b), each certificate for Restricted Class A Shares issued to a Series B Member (or any of such Series B Member’s Permitted Transferees) shall bear a legend in substantially the following form:

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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.  THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE EXCHANGE AGREEMENT DATED AS OF           , 2010, AS THE SAME MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE CORPORATE SECRETARY OF FIRST WIND HOLDINGS INC. OR ANY SUCCESSOR THERETO.

(b)   If any Restricted Class A Shares is eligible to be sold pursuant to Rule 144(b)(1) under the Securities Act (or any successor provision), upon the written request of the holder thereof, accompanied (if WIND shall so request) by an opinion of counsel reasonably acceptable to WIND, WIND shall issue to such holder a new certificate evidencing such Restricted Class A Shares without the first sentence of the legend required by Section 3.02(a) endorsed thereon.  If any Restricted Class A Share ceases to be subject to any and all restrictions on Transfer set forth in this Article 3, then WIND, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Restricted Class A Share without the second sentence of the legend required by Section 3.02(a) endorsed thereon.

Section 3.03.  Permitted Transferees.  Subject to this Article 3, each Series B Member acquiring Restricted Class A Shares may at any time Transfer any or all of his Restricted Class A Shares to one or more of his Permitted Transferees or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, so long as (a) such transferee shall have agreed in writing to be bound by the terms of this Agreement as provided in Section 4.03 and (b) the Transfer to such transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws.

ARTICLE 4

OTHER AGREEMENTS; MISCELLANEOUS

Section 4.01.  Expenses.  Each party hereto shall bear his or its own expenses in connection with the consummation of any of the transactions contemplated hereby, whether or not any such transaction is ultimately consummated, except that WIND shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange and WIND shall promptly cooperate in all filings required to be made under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, in connection with any Exchange (but WIND shall not be obligated to bear, and shall be reimbursed by the applicable Series B Member for, the expenses of any such filing or of any information request from any Governmental Entity relating thereto); provided, however, that if any certificate is to be issued pursuant to Section 2.01(d)(v) in a name other than that of the Series B Member that requested the Exchange, then the Person or Persons requesting the issuance thereof shall pay to WIND the

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amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of WIND that such tax has been paid or is not payable.

Section 4.02.  Notices.  All notices, requests, consents and other communications hereunder (each, a “Notice”) to any party shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 4.02) or nationally recognized overnight courier, addressed to such party at the address or facsimile number set forth in Exhibit A hereto, or below with respect to WIND, or such other address or facsimile number as may hereafter be designated in writing by such party to the other parties:

If to WIND, to:

First Wind Holdings Inc.

179 Lincoln Street, Suite 500

Boston, MA  02111

Telephone: 617-960-2888

Facsimile: 617-960-2889

Attention: General Counsel

with a copy (which shall not constitute notice to WIND) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY  10017

Telephone: 212-450-4565

Facsimile: 212-701-5565

Attention: Joseph A. Hall

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 4.02, if sent prior to 5:00 p.m. in the place of receipt and such day is a Business Day; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

Section 4.03.  Permitted Transferees.  (a) To the extent that a Series B Member (or an applicable Permitted Transferee of such Series B Member) validly transfers after the date hereof any or all of his Series B Membership Interests and corresponding Class B Shares to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in accordance with, the LLC Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to WIND.  Upon execution of any such joinder, such transferee shall, with respect to such transferred Series B Membership Interests and Class B Shares, be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that (x) the transferor

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shall remain entitled to all of the rights and bound by each of the obligations with respect to Series B Membership Interests and Class B Shares that were not so transferred.

Section 4.04.  Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 4.05.  Counterparts.  This Agreement may be executed (including by facsimile transmission with counterpart pages) in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that both parties need not sign the same counterpart.

Section 4.06.  Entire Agreement; No Third Party Beneficiaries.  This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto and their Permitted Transferees, any rights or remedies hereunder.

Section 4.07.  Further Assurances.  Each party hereto shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by any other party hereto to give effect to and carry out the transactions contemplated herein.

Section 4.08.  Dispute Resolution. The provisions of Article 14 of the LLC Agreement are hereby incorporated herein in their entirety.

Section 4.09.  Governing Law.  This Agreement and the rights of the parties hereunder will be governed by, construed and enforced in accordance with the laws of the State of New York without regard to conflicts of law principles thereof.

Section 4.10.  Consent to Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought and maintained exclusively in the United States District Court for the Southern District of New York or the Supreme Court of the State of New York located in the County of New York.  Each of the parties irrevocably consents to submit to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding.  Process in any such suit, action or proceeding in such courts may be served, and shall be effective, on any party

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anywhere in the world, whether within or without the jurisdiction of any such court, by any of the methods specified for the giving of Notices pursuant to Section 4.02.  Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection or defense that it may now or hereafter have based on venue, inconvenience of forum, the lack of personal jurisdiction and the adequacy of service of process (as long as the party was provided Notice in accordance with the methods specified in Section 4.02) in any suit, action or proceeding brought in such courts.

Section 4.11.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 4.12.  Amendments; Waivers.  (a) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by WIND, the Company and Series B Members holding at least sixty-six and two-thirds percent (66-2/3%) of the outstanding Series B Membership Interests.

(b)   No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 4.13.  Assignment.  Except as contemplated by Section 4.03 and except that the rights to have a legend removed from a certificate representing Restricted Class A Shares in accordance with Section 3.02(b) shall be deemed automatically assigned in connection with any transfer not prohibited hereunder, neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors, assigns and Permitted Transferees.

Section 4.14.  Tax Treatment.  The parties to this Agreement intend that this Agreement shall be treated as part of the partnership agreement of the Company pursuant to Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder.  Except as otherwise required by applicable law: (a) the parties shall report an Exchange consummated hereunder as a taxable sale of Series B Membership Interests by a Series B Member to WIND (in conjunction with an associated cancellation of Class B Shares); and (b) no party shall take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

FIRST WIND HOLDINGS INC.
By:
	Name:
	Title:
FIRST WIND HOLDINGS, LLC
By:
	Name:
	Title:
D. E. SHAW MWP ACQUISITION HOLDINGS, L.L.C.
By:
	Name:
	Title:
MADISON DEARBORN CAPITAL PARTNERS IV, L.P.
By:
	Name:
	Title:

[NAME]
By:
	Name:
	Title:

Exhibit A

	Immediately Following IPO
Name and Address of Series B Member	Number of Series B Membership Interests Owned	Number of Class B Shares Owned
D. E. Shaw MWP Holdings, L.L.C. [Address] Facsimile:
Madison Dearborn Capital Partners IV, L.P. [Address] Facsimile:
[Name] [Address] Facsimile:
[Name] [Address] Facsimile:

EX-23.1

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 24, 2010 in Amendment No. 7 to the Registration Statement (Form S-1 No. 333-152671) and related Prospectus of First Wind Holdings Inc. dated August 18, 2010.

/s/ Ernst & Young LLP              

Boston, Massachusetts
August 16, 2010

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EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.2

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EXHIBIT 23.2

REPORT AND CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Members
First Wind Holdings, LLC:

        The audit referred to in our report dated July 29, 2008, except for the first paragraph under the caption "Significant New Accounting Policies" in Note 3 to the consolidated financial statements relating to the retrospective change in accounting for noncontrolling interests which is as of December 22, 2009, included the related financial statement schedule for the year ended December 31, 2007, included in the registration statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audit. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        Our audit report on the 2007 consolidated financial statements of First Wind Holdings, LLC and subsidiaries referred to above contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and negative operating cash flows, has an accumulated deficit amounting to $116.4 million as of December 31, 2007, and does not have sufficient resources available to meet its funding needs through January 1, 2009. Those conditions raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements for the year ended December 31, 2007, and the related financial statement schedule included in the registration statement do not include any adjustments that might result from the outcome of this uncertainty.

        We consent to the use of our report dated July 29, 2008, except for the first paragraph under the caption "Significant New Accounting Policies" in Note 3 to the consolidated financial statements relating to the retrospective change in accounting for noncontrolling interests which is as of December 22, 2009, with respect to the consolidated statements of operations, members capital (deficit) and cash flows of First Wind Holdings, LLC and subsidiaries for the year ended December 31, 2007, and our report set forth above on the related financial statement schedule, and to the reference to our firm under the heading "Experts" in the prospectus. Our report on the 2007 consolidated financial statements refers to a change in the accounting for noncontrolling interests.

/s/ KPMG LLP

Boston, Massachusetts
August 18, 2010

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EXHIBIT 23.2

REPORT AND CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CORRESP