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As filed with the Securities and Exchange Commission on October 25, 2010

Registration No. 333-152671

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

Amendment No. 11
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.

Explanatory Note

        This Amendment No. 11 is being filed solely for the purpose of filing the exhibits indicated in Item 16 of Part II of the Registration Statement. No change is made to the prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 and 17 or Part II of the Registration Statement.

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	$	25,582
Legal fees and expenses		2,550,000
FINRA filing fee		45,500
Nasdaq listing fee		150,000
Printing and engraving expenses		400,000
Transfer agent's and registrar's fees		3,500
Accounting fees and expenses		1,650,000
Miscellaneous		525,000
Total	$	5,349,582

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

II-1

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 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, at the director's election, either a majority of the independent directors or independent legal counsel selected by the 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 113,045,903 Series B Units (consisting of Series B-2, B-3, B-4 and B-5 Units), of which 26,308,667 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.

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        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

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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

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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 and Voting Agreement.
	10.36	**	Form of Registration Rights Agreement.
	10.37	**	2009 Employee Bonus Plan.
	10.38	**	First Wind Holdings Inc. 2010 Long Term Incentive Plan.
	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.
	10.48	**	Amendment No. 1 to Second Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.49	**	Consent and Amendment No. 3 to Fourth Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.50	**	Amendment No. 3 to Second Amended and Restated Guaranty, dated March 2, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.

II-7

Exhibit Number			Description
	10.51	**	Amendment No. 4 to Second Amended and Restated Guaranty, dated March 23, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.52	**	Amendment No. 4 to Fourth Amended and Restated Secured Promissory Note, dated June 30, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.53	**	Common Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.
	10.54	**	Equity Funding Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower, Kahuku Holdings, LLC, as Equity Investor, U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.
	10.55	**	Secretary's Guarantee, dated July 26, 2010, between U.S. Department of Energy and Kahuku Wind Power, LLC.
	10.56	**	Form of Option Agreement Under the First Wind Holdings Inc. 2010 Long Term Incentive Plan.
	10.57	**	Power Purchase Agreement, dated March 1, 2010, between Southern California Public Power Authority and Milford Wind Corridor Phase II, LLC.
	10.58	**	Credit Agreement dated as of October 20, 2010 among Milford Wind Corridor Phase II, LLC, RBS Securities Inc. and the lenders party thereto.
	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.

(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	)

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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.

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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;

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         (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.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 11 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Massachusetts, on October 25, 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. 11 to Registration Statement has been signed by the following persons in the capacities indicated below on October 25, 2010.

Signature	Capacity	Date
/s/ PAUL GAYNOR Paul Gaynor	Director and Chief Executive Officer (Principal Executive Officer)	October 25, 2010
/s/ MICHAEL ALVAREZ Michael Alvarez	President and Chief Financial Officer (Principal Financial Officer)	October 25, 2010
/s/ ANDREW URSITTI Andrew Ursitti	Vice President and Chief Accounting Officer (Principal Accounting Officer)	October 25, 2010
* Richard Aube	Director	October 25, 2010
* Patrick Eilers	Director	October 25, 2010
* Peter Gish	Director	October 25, 2010
* Stephen Key	Director	October 25, 2010

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Signature		Capacity	Date
* Bryan Martin		Director	October 25, 2010
* Jim Mogg		Director and Chairman of the Board	October 25, 2010
* Matthew Raino		Director	October 25, 2010
* Pat Wood, III		Director	October 25, 2010
*	/s/ PAUL GAYNOR Paul Gaynor (Attorney-in-Fact)

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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 and Voting Agreement.
	10.36	**	Form of Registration Rights Agreement.
	10.37	**	2009 Employee Bonus Plan.
	10.38	**	First Wind Holdings Inc. 2010 Long Term Incentive Plan.
	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.
	10.48	**	Amendment No. 1 to Second Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition IV, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.49	**	Consent and Amendment No. 3 to Fourth Amended and Restated Secured Promissory Note, dated March 2, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.50	**	Amendment No. 3 to Second Amended and Restated Guaranty, dated March 2, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.51	**	Amendment No. 4 to Second Amended and Restated Guaranty, dated March 23, 2010, between First Wind Holdings, LLC and HSH Nordbank AG, New York Branch.
	10.52	**	Amendment No. 4 to Fourth Amended and Restated Secured Promissory Note, dated June 30, 2010, between First Wind Acquisition, LLC for the benefit of HSH Nordbank AG, New York Branch.
	10.53	**	Common Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.

II-18

Exhibit Number			Description
	10.54	**	Equity Funding Agreement, dated July 26, 2010, among Kahuku Wind Power, LLC, as Borrower, Kahuku Holdings, LLC, as Equity Investor, U.S. Department of Energy, as Guarantor and Loan Servicer, and Midland Loan Services, Inc., as Collateral Agent.
	10.55	**	Secretary's Guarantee, dated July 26, 2010, between U.S. Department of Energy and Kahuku Wind Power, LLC.
	10.56	**	Form of Option Agreement under the First Wind Holdings Inc. 2010 Long Term Incentive Plan.
	10.57	**	Power Purchase Agreement, dated March 1, 2010, between Southern California Public Power Authority and Milford Wind Corridor Phase II, LLC.
	10.58	**	Credit Agreement dated as of October 20, 2010 among Milford Wind Corridor Phase II, LLC, RBS Securities Inc. and the lenders party thereto.
	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-19

QuickLinks

Explanatory Note
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution
Item 14. Indemnification of Officers and Directors
Item 15. Recent Sales of Unregistered Securities

Item 16. Exhibits and Financial Statement Schedule

SCHEDULE I First Wind Holdings, LLC Condensed Parent Company Balance Sheets (in thousands)
SCHEDULE I First Wind Holdings, LLC Condensed Parent Company Statements of Operations (in thousands)
SCHEDULE I First Wind Holdings, LLC Condensed Parent Company Statements of Cash Flows (in thousands)

Item 17. Undertakings

SIGNATURES
INDEX TO EXHIBITS

EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH FIVE ASTERISKS (“*****”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2009 OMNIBUS AGREEMENT

This 2009 OMNIBUS AGREEMENT (this “Agreement”), dated as of November 25, 2009, is entered into by and among First Wind Energy, LLC (“FWE”), Niagara Wind Power, LLC (“NWP”), New York Wind, LLC (“NYW”), First Wind Acquisition IV, LLC (“FW A IV”), and First Wind Acquisition V, LLC (“FWA V”, and together with FWE, NWP, NYW and FWA IV, collectively, or individually, as applicable, “First Wind”) on the one hand, and Clipper Windpower, Inc. (“CWI”), Clipper Turbine Works, Inc. (“CTW”), and Clipper Fleet Services, Inc. (“CFS” and, together with CWI and CTW, “Clipper”) on the other hand. Each of First Wind and Clipper are sometimes referred to hereafter as a “Party”, or collectively as the “Parties”.

WHEREAS, First Wind Acquisition II, LLC entered into that certain Turbine Supply Agreement (“Steel Winds TSA”) and Warranty Agreement (“Steel Winds Warranty Agreement”) with CTW, each dated as of July 24, 2006, which Steel Winds TSA and Steel Winds Warranty Agreement were assigned by First Wind Acquisition II, LLC to Steel Winds Project LLC pursuant to that Assignment and Assumption Agreement among First Wind Acquisition II, LLC, Steel Winds Project LLC and CTW dated as of September 1, 2006, which Steel Winds TSA and Steel Winds Warranty Agreement were further assigned by Steel Winds Project LLC to NWP in connection with that certain letter dated June 1, 2007 from NWP to Steel Winds Project LLC notifying Steel Winds Project LLC of NWP’s exercise of its option to purchase development assets from Steel Winds Project LLC, and CFS and First Wind O&M, LLC, as successor to UPC New York Wind O&M, LLC (“First Wind O&M”), entered into that certain Turbine Operation, Maintenance and Service Agreement dated as of July 24, 2006 (the “Steel Winds O&M Agreement”, together with the Steel Winds TSA and the Steel Winds Warranty Agreement, collectively referred to herein as the “Steel Winds Project Documents”), all relating to the eight (8) Turbine wind project known as the “Steel Winds Project”.

WHEREAS, CTW and NYW (as successor to First Wind Acquisition III, LLC (“FWA III”)) are parties to that certain Turbine Supply Agreement (“Cohocton TSA”) and Warranty Agreement (“Cohocton Warranty”) relating to the fifty (50) Turbine wind project known as the “Cohocton Project”.

WHEREAS, CTW and FWA V entered into (i) that certain Turbine Supply Agreement (“2009 TSA”) and Warranty Agreement (“2009 Warranty”) relating to the purchase of thirty five (35) turbines, (ii) that certain Turbine Supply Agreement (“2010 TSA”) and Warranty Agreement (“2010 Warranty”) relating to the purchase of eighty (80) turbines, (iii) that certain Turbine Supply Agreement (“2011 TSA”) and Warranty Agreement (“2011 Warranty”) relating to the purchase of forty (40) turbines, (iv) that certain Turbine Supply Agreement (“2012 TSA”) and Warranty Agreement (“2012 Warranty”) relating to the purchase of fifty (50) turbines and (v) that certain Turbine Supply Agreement (“2013 TSA”) and Warranty Agreement (“2013 Warranty” and together with the Cohocton Warranty, the 2009 Warranty, the 2010 Warranty, the 2011 Warranty and the 2012 Warranty, the “Warranty Agreements”) relating to the purchase of sixty (60) turbines.

WHEREAS, the Steel Winds Project Documents, the Cohocton TSA, the Warranty Agreements, the 2009 TSA, the 2010 TSA, the 2011 TSA, the 2012 TSA, the 2013 TSA, each as amended to date, shall be referred to herein as the “Project Documents”.

WHEREAS, on December 31, 2007, Clipper and FWE, NWP, First Wind O&M, FWA III and FWA IV entered into that certain Settlement and Release Agreement (the “December 2007 Agreement”), on March 24, 2008, Clipper and FWE, NWP, First Wind O&M, FWA III, FWA IV, FWA V, Canandaigua Power Partners, LLC and Canadaigua Power Partners II, LLC entered into that certain Agreement (the “March 2008 Agreement”), and on December 30, 2008, Clipper and FWE, NWP, FWA III, FWA IV and FWA V entered into that certain Omnibus Agreement (the “2008 Omnibus Agreement”, and together with the December 2007 Agreement and the March 2008 Agreement, the “Settlement Agreements”).

WHEREAS, the Parties desire to enter into the following agreements with respect to the Settlement Agreements, the Project Documents and the Projects.

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

ARTICLE I

PAYMENTS

1.1           Agreements Regarding 2009 TSA Payment Obligations.

(a)           2009 TSA (Hawaii Turbines).  FWA V and CTW have been in discussions with respect to twelve (12) Turbines (as defined in the 2009 TSA) contemplated to be delivered with respect to a First Wind project to be located in Oahu, Hawaii (the “Hawaii Turbines”). As set forth in the new Payment Schedule to the 2009 TSA attached hereto in Schedule I, FWA V shall, subject to Section 3.1 herein with respect to the execution and delivery of the ***** (as defined below) into escrow, pay to CTW ***** ($*****) on December 4, 2009 (the “Contingent Hawaii Turbine Payment”) which payment shall be applied to the Hawaii Turbines only. Subject to Section 3.1 herein, the balance of the payments owing with respect to the Hawaii Turbines after the Contingent Hawaii Turbine Payment is made in the amount of ***** ($*****), plus any amounts applicable to additional equipment options ordered by FWA V (the “Remaining Hawaii Turbine Payments”) shall be due and payable to Clipper on March 15, 2010.

(b)           2009 TSA (Non-Hawaii Turbines).  With respect to the other twenty-three (23) Turbines (as defined in the 2009 TSA) subject to the 2009 TSA (the “Non-Hawaii Turbines”), as set forth in the new Payment Schedule to the 2009 TSA attached hereto in Schedule I, FWA V’s next payment to CTW in the amount of ***** ($*****) with respect to the Non-Hawaii Turbines, shall be due on February 15, 2011.

1.2           2010 TSA.

(a)           In the event that Clipper fails to refund to First Wind ***** ($*****) (the “Refund Amount”), if required pursuant to Section 2.4(c) of the 2008 Omnibus Agreement, on or before January 10, 2011 (the “Refund Default”), Clipper agrees that the Later Turbines Payment shall be reduced by

2

the amount of the unpaid Refund Amount, and, pursuant to Section 2.4(c) of the 2008 Omnibus Agreement, the 2010 TSA shall terminate without any further action of the parties thereto.

(b)           The Payment Schedule to the 2010 TSA is hereby amended and replaced with the new applicable Payment Schedule for the 2010 TSA as set forth in Schedule I. As set forth in the new Payment Schedule to the 2010 TSA, FWA V’s next payment to CTW under the 2010 TSA in the amount of ***** ($*****) shall be due on January 15, 2011.

1.3           Project Turbine Availability Warranty Payments and Other Payments.

(a)           Steel Winds Project.  The Parties agree that the full amount of the Turbine Availability Warranty Payments payable by CTW to NWP under the Steel Winds Warranty Agreement (i) for the Warranty Period Year ended May 31, 2008 the remaining payment is ***** (the “Remaining 2008 Warranty Payment”, together with the Warranty Pre-Payment, the “2008 Warranty Payment”) and (ii) for the Warranty Period Year ended May 31, 2009 is $***** (the “2009 Warranty Payment”). The Remaining 2008 Warranty Payment and the 2009 Warranty Payment shall be paid by CTW to NWP on March 10, 2010. In the event that such amounts are not paid by CTW to NWP, the Parties agree that FWA V may offset such amounts against the amounts payable by FWA V to CTW on March 15, 2010 set forth in the Payment Schedule to the 2009 TSA attached hereto in Schedule I. First Wind acknowledges that it has received to date $***** (the “Warranty Pre-Payment”) of the Turbine Availability Warranty Payment applicable to the Warranty Period Year ended May 31, 2008. Furthermore, the Parties agree that pursuant Section 1.3(b) of the 2008 Omnibus Agreement only $***** of the 2008 Warranty Payment shall be deemed to have been made for purposes of calculating the limitations of liability with respect to the Turbine Availability Warranty Payments and the aggregate amount of liquidated damages payable under Section 7.2 of the Steel Winds Warranty Agreement.

(b)           Cohocton Project.  The Parties agree that the full amount of the Turbine Availability Warranty Payments payable by CTW to NYW under the Cohocton Warranty for the first six months of the current Warranty Period Year is ***** ($*****) (the “First Half Warranty Payments”). The First Half Warranty Payments, as well as any undisputed additional Turbine Availability Warranty Payment amounts payable under the Cohocton Warranty for the last six months of this current Warranty Period Year, shall be paid by CTW to NYW on March 10, 2010. In the event that such amounts are not paid by CTW to NYW, the Parties agree that FWA V may offset such amounts against the amounts payable by FWA V to CTW on March 15, 2010 set forth in the Payment Schedule to the 2009 TSA attached hereto in Schedule I.

1.4           2011 TSA, 2012 TSA and 2013 TSA.

(a)           With respect to the ***** ($*****) in the aggregate already paid through the date of this Agreement by FWA V under the 2011 TSA, the 2012 TSA and the 2013 TSA (the “Prior Payments”), the Parties agree that such Prior Payments shall be re-allocated such that two-thirds of the Prior Payments shall be allocated with respect to all forty (40) of the Turbines under the 2011 TSA

3

and with respect to thirty-five (35) of the Turbines under the 2012 TSA, on a pro rata basis. The remaining one-third of the Prior Payments shall be allocated to fifteen (15) Turbines under the 2012 TSA and to all sixty (60) Turbines under the 2013 TSA, on pro rata basis. The Payment Schedules to the 2011 TSA, the 2012 TSA and the 2013 TSA are hereby amended and replaced with the new applicable Payment Schedule reflecting the reallocation of payments described in this Section 1.4(a) as set forth in Schedule I.

(b)           The Parties agree that upon request from Clipper, the 2009 TSA, the 2010 TSA, the 2011 TSA, the 2012 TSA, the 2013 TSA and the Turbine Supply Agreement relating to the sixteen (16) Turbine project entered into between CTW and FWA IV (the “Sheffield TSA”), shall be amended (or amended and restated, as may be agreed upon by the Parties) by removing the commissioning and completion obligations of Clipper (and the corresponding milestone payment obligations of First Wind) from such Project Documents and separate commissioning services agreements, in form and substance reasonably satisfactory to the Parties, shall be executed with respect to the applicable Project Documents. The Purchase Price and Payment Schedules under each applicable Project Document shall be adjusted accordingly and such prices and payments shall be reflected in the commissioning services agreement entered into with respect to such Project Document.

(c)           Subject to Section 1.2(a) above, on January 15, 2011, First Wind shall make a payment of ***** (the “Later Turbines Payment”) to Clipper in respect of the 2011 TSA, the 2012 TSA and the 2013 TSA (collectively, the “Later TSAs”). Such payment shall be applied pro rata to each such Project Document as reflected in the Payment Schedules for each such Project Document set forth in Schedule I such that two-thirds of the Later Turbines Payments shall be allocated with respect to all forty (40) of the Turbines to be delivered under the 2011 TSA and with respect to the first thirty-five (35) of the Turbines under the 2012 TSA scheduled to be delivered, on a pro rata basis. The remaining one-third of the Later Turbines Payments shall be allocated to the last fifteen (15) Turbines to be delivered under the 2012 TSA and to all sixty (60) Turbines to be delivered under the 2013 TSA, on a pro rata basis.

1.5           Turbine Payments.  Each Payment Schedule to the 2009 TSA, the 2010 TSA, the 2011 TSA, the 2012 TSA and the 2013 TSA is hereby amended and replaced with the new applicable Payment Schedule for such Project Document set forth in Schedule I. The payments contemplated in Schedule I are required to be made by First Wind only upon the satisfaction of the relevant milestones and in accordance with the terms and conditions set forth in each applicable Project Document.

ARTICLE II

PROJECT DOCUMENT AND PROJECT OBLIGATIONS

2.1           No Termination for Convenience through December 31, 2010. Notwithstanding the right of First Wind under the applicable Project Documents to terminate the purchase of any Turbine for convenience pursuant to the terms of such Project Documents (e.g., pursuant to Section 14.6 of the 2009 TSA and Exhibit G thereto), First Wind agrees that it shall not exercise any such rights under any Project Document on or before December 31, 2010; provided, that, the parties acknowledge and agree that this prohibition on the exercise of rights under the applicable

4

termination for convenience provisions under the Project Documents does not affect the parties’ remaining rights and obligations under the applicable Project Documents.. After December 31, 2010, First Wind shall have the right to exercise the termination for convenience provisions set forth in Section 14.6 or 14.7 (including the application of Exhibit G (Termination Schedule), as applicable, in each applicable Project Document) taking into account the new Delivery Schedule for the Turbines under each applicable Project Schedule set forth in Schedule II.

2.2           2009 TSA.  The Delivery Schedule set forth in Exhibit L to the 2009 TSA is hereby amended and replaced with the new Delivery Schedule for the 2009 TSA set forth in Schedule II..

2.3           2010 TSA.  After December 31, 2010 and on or before January 15, 2011, First Wind shall have the right to terminate for convenience the purchase of any Turbine pursuant to Section 14.6  of the 2010 TSA, and no further ***** shall be required in connection with an exercise of such termination for convenience.  In the event that First Wind does not exercise its termination for convenience rights pursuant to Section 14.6  of the 2010 TSA prior to January 15, 2011, First Wind and Clipper shall agree upon the Delivery Schedule with respect to the Turbines under the 2010 TSA based upon the delivery periods then available as provided by Clipper.  Upon the agreement between the Parties with respect to the Delivery Schedule for the Turbines under the 2010 TSA, the milestone payment due dates in the Payment Schedule for the 2010 TSA shall be adjusted accordingly, if required.

2.4           2011 TSA, 2012 TSA and 2013 TSA.

(a)           The Delivery Schedule set forth in Exhibit L to each of the 2011 TSA, the 2012 TSA and the 2013 TSA is hereby amended and replaced with the new Delivery Schedule applicable to each respective Project Document set forth in Schedule II.

(b)           The Termination Schedule set forth in Exhibit G to each of the 2011 TSA, the 2012 TSA and the 2013 TSA is hereby, upon the payment of the Later Turbines Payment (including payment of such amount taking into account the reduction of the Refund Amount pursuant to Section 1.2(b)), amended as follows: (i) no further ***** shall be required in connection with an exercise of the termination for convenience pursuant to Section 14.7 of the applicable Later TSA up until twelve (12) months prior to the first date of Delivery of the first Major Turbine Component (as compared to ***** for the period between fifteen (15) and twelve (12) months prior to the first date of Delivery of the first Major Turbine Component (as set forth in the Termination Schedule prior to this amendment)) and (ii) no further ***** shall be required in connection with an exercise of the termination for convenience pursuant to Section 14.7 of the 2011 TSA until January 15, 2011.

ARTICLE III

ADDITIONAL AGREEMENTS

3.1           Condition Precedent to Hawaii Turbine Payments.  If a Strategic Investment (as defined in Schedule III attached hereto) in Clipper has not been announced by December 4, 2009, *****, CWI shall have deposited into escrow with a

5

mutually acceptable escrow agent (the “Escrow Agent”) the following: ***** For each day after December 4, 2009 that the ***** has not been placed into escrow, FWA V’s obligation *****.  FWA V shall ***** on the day immediately following the day the ***** is placed in escrow.  For the avoidance of doubt, Clipper’s obligation to Deliver the Hawaii Turbines shall not be excused or delayed as a result of Clipper’s delay in making an announcement of the Strategic Investment or a delay in the delivery into escrow of the ***** *****, in each case by December 4, 2009.

3.2           Release of *****.  The escrow agreement governing the maintenance and release of ***** shall provide for the release of the ***** pursuant to the terms set forth on Schedule IV attached hereto (subject to requirements of the Escrow Agent).

3.3           Termination of Agreement.  In the event that (a) the ***** is not finalized and deposited with the Escrow Agent and (b) the ***** is not made, in each case, on or before December 10, 2009, provided that Clipper has provided written confirmation reasonably satisfactory to First Wind providing First Wind (i) the right to terminate for convenience under Section 14.6 or 14.7 of the applicable Project Document without ***** and (ii) the right to defer the *****, in each case, through December 17, 2009 (and with at least 7 days to exercise such right to terminate for convenience and defer ***** after the receipt of such written confirmation),*****

3.4           Payment Schedules and Delivery Schedules.  The Parties agree that the Payment Schedule and Delivery Schedule attached to this Agreement shall be revised to be consistent with the format of such schedules (the “Revised Schedules”) as previously set forth in the applicable Project Documents.  Clipper shall use commercially reasonable efforts to provide to First Wind the Revised Schedules within 15 days after the execution of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1           Representations of all Parties.  Each Party represents and warrants to the other Parties that (a) such Party is an organization duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business in each jurisdiction it is required to be by applicable law, (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Party and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of such Party

6

or any other party to any other agreement with such Party other than any consents already obtained, (c) this Agreement has been duly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency or other similar laws relating to the rights of creditors, or by general principles of equity, and (d) no governmental authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any governmental authority is required on the part of such Party in connection with the execution, delivery or performance of this Agreement.

ARTICLE V

MISCELLANEOUS

5.1           Entire Agreement; Defined Terms.  This Agreement contains the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior written or oral and all contemporaneous oral agreements and understandings relating to the subject matter hereof.  Any terms not otherwise defined in this Agreement shall have the meaning as defined in the Project Documents.  Except as amended hereby, all the terms and conditions in all Project Documents shall remain in full force and effect.  Each Party agrees to keep the terms and provisions of this Agreement and all materials and information that each Party receives pursuant hereto or in connection herewith in the strictest confidence and not to disclose any of the foregoing to any party other than the respective lenders, investors, potential lenders or investors, attorneys, accountants, affiliates, officers and directors of each Party or as such Party may be required by law, court order or in any litigation to disclose.

5.2           No Third Party Beneficiary.  This Agreement is made for the sole benefit of the Parties hereto and their respective successors, executors and permitted assigns, and nothing contained herein, express or implied, is intended to or shall confer upon any other person any third-party  beneficiary right or any other legal or equitable rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

5.3           Governing Law.  This Agreement will be governed by and construed and interpreted in accordance with the substantive laws of the State of New York, without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the laws of a jurisdiction other than New York.

5.4           Neutral Construction.  The Parties hereto agree that this Agreement was negotiated fairly between them at arms’ length and that the final terms of this Agreement are the product of the Parties’ negotiations.  Each party represents and warrants that it has sought and received legal counsel of its own choosing with regard to the contents of this Agreement and the rights and obligations affected hereby.  The Parties hereto agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that no provisions of this Agreement should be construed against either party on the grounds that such party drafted or was more responsible for drafting such provision.

5.5           Severability.  In the event that any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability

7

shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction, provided that any such reform or construction does not affect the economic or legal substance of the transactions contemplated hereby in a manner adverse to any party.

5.6           Heading; Construction.  The descriptive headings of the Articles and Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

5.7           Expenses.  Each party shall be responsible for the payment of its own costs and expenses (including reasonable attorneys’ fees) in connection with the preparation, execution and delivery of this Agreement.  Nevertheless, in any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to payment of its reasonable costs and expenses (including reasonable attorneys’ fees).

5.8           Counterparts.  This Agreement may be executed in one or more counterparts for the convenience of the Parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument.  This Agreement shall be effective upon delivery of original signature pages or facsimile or electronic mail copies thereof.

5.9           Further Actions.  Upon the terms and subject to the conditions set forth in this Agreement, the Parties hereto shall each use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, and to assist and cooperate with the other Parties hereto in doing, all things necessary, proper or advisable under applicable laws to consummate the transactions contemplated hereby.  First Wind and Clipper shall, from time to time after the delivery and execution of this Agreement, at the request of either Party, execute and deliver stand-alone agreements or amendments as the requesting Party may reasonably request to evidence the agreement or agreements made under this Agreement with respect to a particular Project Document or particular Project Documents.  In connection with, and promptly following the execution of, this Agreement, the parties have agreed to execute the following stand-alone amendments: an amendment to the Sheffield TSA and to the turbine supply agreement applicable to the six turbines delivered for the Milford wind project and planned for installation during 2010, to provide for separate commissioning obligations.

5.10         Dispute Resolution.  Any controversy, claim or dispute between the Parties arising out of or related to this Agreement which cannot be settled amicably by the Parties, shall be submitted for binding arbitration in accordance with the provisions contained herein and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“Rules”). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  The arbitrator shall determine all questions of fact and law relating to any controversy, claim or dispute hereunder, including but not limited to whether or not any such controversy, claim or dispute is subject to the arbitration provisions contained herein.  Any Party desiring arbitration shall serve on the other Party and the New York Office of the American Arbitration Association, in accordance with the Rules, its Notice of Intent to Arbitrate (“Notice”). The Parties shall agree on an arbitrator, and if the Parties cannot agree upon an

8

arbitrator within ten (10) days after the date of the Notice, the arbitrator shall be selected in accordance with the Rules. The arbitration proceedings are hereby declared to be self-executing, and it shall not be necessary to petition a court to compel arbitration. All arbitration proceedings shall be held in New York, New York. The Parties agree to bear their own costs associated with any required travel to and from New York. Notice of the demand for arbitration shall be filed in writing with the other Party to this Agreement and with the American Arbitration Association. The demand for arbitration shall be made within a reasonable time after the controversy, claim or dispute has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CLIPPER TURBINE WORKS, INC.		CLIPPER FLEET SERVICES, INC.
By:	/s/ Robert Gates	By:	/s/ Robert Gates
Name:	Robert Gates	Name:	Robert Gates
Title:	Senior Vice President	Title:	Senior Vice President
CLIPPER WINDPOWER, INC.
By:	/s/ Robert Gates
Name:	Robert Gates
Title:	Senior Vice President

[Signature Page to Agreement]

NEW YORK WIND, LLC		FIRST WIND ACQUISITION IV, LLC
By:	/s/ Michael Alvarez	By:	/s/ Michael Alvarez
Name:	Michael Alvarez	Name:	Michael Alvarez
Title:	Vice President	Title:	: Vice President
FIRST WIND ACQUISITION V, LLC		FIRST WIND ENERGY, LLC
By:	/s/ Michael Alvarez	By:	/s/ Michael Alvarez
Name:	Michael Alvarez	Name:	Michael Alvarez
Title:	Vice President	Title:	Vice President
		NIAGARA WIND POWER, LLC
		By:	/s/ Michael Alvarez
		Name:	Michael Alvarez
		Title:	Vice President

[Signature Page to Agreement]

Schedule I

PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2009 Hawaii Turbines - C96	12	$	*****

Milestone	Approximate Months prior to Delivery of first Major Turbine Component	Payment Due Date	% of Purchase Price	Cumulative % of Purchase Price	Payment Amount (thousands)
Down Payment		December 31, 2007	*****	*****	$	*****
Progress Payment #1		March 14, 2008	*****	*****	$	*****
Progress Payment #2	12	June 13, 2008	*****	*****	$	*****
Progress Payment #3	6	December 4, 2009	*****	*****	$	*****
Progress Payment #4	6	December 4, 2009	*****	*****	$	*****
Progress Payment #5		March 15, 2010	*****	*****	$	*****	Calendar Date Payment per Section 1.1 (a) of 2009 Omnibus Agreement
Progress Payment #6 - *****		August 9, 2010	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #7 - *****		July 5, 2010	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

EXHIBIT B2
PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2009 Non-Hawaii Turbines - C96	23	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

Milestone	Approximate Months prior to Delivery of first Major Turbine Component	Payment Due Date	% of Purchase Price	Cumulative % of Purchase Price	Payment Amount (thousands)
Down Payment		December 31, 2007	*****	*****	$	*****
Progress Payment #1		March 14, 2008	*****	*****	$	*****
Progress Payment #2		June 13, 2008	*****	*****	$	*****
Progress Payment #3		February 15, 2011	*****	*****	$	*****	Calendar Date Payment per Section 1.1 (b) of 2009 Omnibus Agreement
Progress Payment #4 - *****		September 19, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #5 - *****		November 28, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #6 - *****		January 2, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

PAYMENT SCHEDULE

2010 TSA Turbines - C96

Deliveries shown in March of following year for illustration purposes only;

Actual Delivery Schedule subject to “*****” per Section 2.4 (b) of 2008 Omnibus Agreement:

2011A Turbines: ***** after “*****”

2012A Turbines: ***** after “*****”

2011A Turbines: ***** after “*****”

Delivery Schedule subject to available Delivery periods as provided by Clipper per Section 2.3 of 2009 Omnibus Agreement; Payment Schedules to be shifted accordingly

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2011A Turbines - C96	40	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

	Approximate
	Months prior to
	Delivery of first		% of
	Major Turbine		Purchase	Cumulative % of	Payment Amount
Milestone	Component	Payment Due Date	Price	Purchase Price	(thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		Paid	*****	*****	$	*****
Progress Payment #2		Paid	*****	*****	$	*****
Progress Payment #3		Paid	*****	*****	$	*****
Additional Credit		Paid	*****	*****	$	*****
Progress Payment #4		January 15, 2011	*****	*****	$	*****	Calendar Date Payment per Section 1.2 (b) of 2009 Omnibus Agreement
Progress Payment #5	6	September 12, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 6 months prio to Delivery of first Major Turbine Component
Progress Payment #6 - *****		March 12, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone; Delivery of First Major Turbine Component ***** “*****” as per Section 2.4 (b) of 2008 Omnibus Agreement
Progress Payment #7 - *****		May 21, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #8 - *****		June 25, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2012A Turbines - C96	30	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

	Approximate
	Months prior to
	Delivery of first		% of
	Major Turbine		Purchase	Cumulative % of	Payment Amount
Milestone	Component	Payment Due Date	Price	Purchase Price	(thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		Paid	*****	*****	$	*****
Progress Payment #2		Paid	*****	*****	$	*****
Additional Credit		Paid	*****	*****	$	*****
Progress Payment #3	12	March 18, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 12 months prio to Delivery of first Major Turbine Component
Progress Payment #4	6	September 18, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 6 months prio to Delivery of first Major Turbine Component
Progress Payment #5 - *****		March 18, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone; Delivery of First Major Turbine Component ***** after “*****” as per Section 2.4 (b) of 2008 Omnibus Agreement
Progress Payment #7 - *****		May 27, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #7 - *****		July 1, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2013A Turbines - C96	10	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

Milestone	Approximate Months prior to Delivery of first Major Turbine Component	Payment Due Date	% of Purchase Price	Cumulative % of Purchase Price	Payment Amount (thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		Paid	*****	*****	$	*****
Progress Payment #2		Paid	*****	*****	$	*****
Progress Payment #3	12	March 17, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 12 months prior to Delivery of first Major Turbine Component
Progress Payment #4	6	September 17, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due 6 months prior to Delivery of first Major Turbine Component
Progress Payment #5 - *****		March 17, 2014	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone; Delivery of First Major Turbine Component ***** after “*****” as per Section 2.4 (b) of 2008 Omnibus Agreement
Progress Payment #6 - *****		May 26, 2014	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #7 - *****		June 30, 2014	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
			*****		$	*****

Notes

*****

PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2011 Turbines - C96	10	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

Milestone	Approximate Months prior to Delivery of first Major Turbine Component	Payment Due Date	% of Purchase Price	Cumulative % of Purchase Price	Payment Amount (thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		January 15, 2011	*****	*****	$	*****
Progress Payment #2		January 15, 2011	*****	*****	$	*****
Progress Payment #3	6	February 28, 2011	*****	*****	$	*****
Progress Payment #4 - *****		August 29, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #5 - *****		November 7, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #6 - *****		December 12, 2011	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2012 Turbines - C96	20	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

	Approximate
	Months prior to
	Delivery of first		% of
	Major Turbine		Purchase	Cumulative % of	Payment Amount
Milestone	Component	Payment Due Date	Price	Purchase Price	(thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		January 15, 2011	*****	*****	$	*****
Progress Payment #2	12	August 27, 2011	*****	*****	$	*****
Progress Payment #3	6	February 27, 2012	*****	*****	$	*****
Progress Payment #4 - *****		August 27, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #5 - *****		November 5, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #6 - *****		December 10, 2012	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

*****

*****

PAYMENT SCHEDULE

		Purchase Price
Project and Turbine Size	# of Turbines	(thousands)		Notes
2013 Turbines - C96	20	$	*****	Purchase Price to be adjusted by CCI as described in Exhibit B1

	Approximate
	Months prior to
	Delivery of first		% of
	Major Turbine		Purchase	Cumulative % of	Payment Amount
Milestone	Component	Payment Due Date	Price	Purchase Price	(thousands)
Down Payment		Paid	*****	*****	$	*****
Progress Payment #1		January 15, 2011	*****	*****	$	*****
Progress Payment #2	12	September 2, 2012	*****	*****	$	*****
Progress Payment #3	6	March 2, 2013	*****	*****	$	*****
Progress Payment #6 - *****		September 2, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #7 - *****		November 11, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
Progress Payment #8 - *****		December 16, 2013	*****	*****	$	*****	Payment Due Date is estimated, actual payment due upon completion of milestone
		Total	*****		$	*****

Notes

*****

*****

*****

Schedule II

Schedules below assume standard C96, 80m tower unless by modified by Change Order

First Wind - 2009 Hawaii Component Availability Schedule - 12 Turbines

12 total: 3 per week, weeks 23 through week 26 of 2010

	Mar-10				April				May					June				July					August					September
Week #	10	11	12	13	14	15	16	17	18	19	20	21	22	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40
Date	3/1	3/8	3/15	3/22	3/29	4/5	4/12	4/19	4/26	5/3	5/10	5/17	5/24	5/31	6/7	6/14	6/21	6/28	7/5	7/12	7/19	7/26	8/2	8/9	8/16	8/23	8/30	9/6	9/13	9/20	9/27
Deliveries per Week														3	3	3	3

First Wind - 2009 Non-Hawaii Component Availability Schedule - 23 Turbines

23 total: 3 per week, weeks 36 through week 43 of 2011

	Jun-11				Jul-11				Aug-11					Sep-11				Oct-11					Nov-11					Dec-11
Week #	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53
Date	5/30	6/6	6/13	6/20	6/27	7/4	7/11	7/18	7/25	8/1	8/8	8/15	8/22	8/29	9/5	9/12	9/19	9/26	10/3	10/10	10/17	10/24	10/31	11/7	11/14	11/21	11/28	12/5	12/12	12/19	12/26
Deliveries per Week																	3	3	3	3	3	3	3	2

First Wind - 2010 deferred to 2011-2013 Component Availability Schedule (further described in 2.4 of 2008 Omnibus Agreement) - 80 Turbines

2011A Turbines - 40 Total

Delivery of First Major Turbine Component *****” as per Section 2.4 (b) of 2008 Omnibus Agreement

Subject to available Delivery periods as provided by Clipper per Section 2.3 of 2009 Omnibus Agreement

2012A Turbines - 30 Total

Delivery of First Major Turbine Component *****” as per Section 2.4 (b) of 2008 Omnibus Agreement

Subject to available Delivery periods as provided by Clipper per Section 2.3 of 2009 Omnibus Agreement

2013A Turbines - 10 Total

Delivery of First Major Turbine Component *****” as per Section 2.4 (b) of 2008 Omnibus Agreement

Subject to available Delivery periods as provided by Clipper per Section 2.3 of 2009 Omnibus Agreement

First Wind - 2011 Component Availability Schedule - 10 Turbines

10 total; 4 per week starting week 36 through week 38 of 2011

	Jun-11				Jul-11				Aug-11					Sep-11				Oct-11					Nov-11					Dec-11
Week #	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39	40	41	42	43	44	45	46	47	48	49	50	51	52	53
Date	5/30	6/6	6/13	6/20	6/27	7/4	7/11	7/18	7/25	8/1	8/8	8/15	8/22	8/29	9/5	9/12	9/19	9/26	10/3	10/10	10/17	10/24	10/31	11/7	11/14	11/21	11/28	12/5	12/12	12/19	12/26
Deliveries per Week														4	4	2