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6 Southern California Edison Company Tariff Title: Transmission Owner Tariff Tariff Record Title: Service Agreement No. 101 FERC FPA Electric Tariff ENGINEERING, DESIGN AND PROCUREMENT LETTER AGREEMENT BETWEEN ALTA WNDPOWER DEVELOPMENT, LLC AND SOUTHERN CALIFORNIA EDISON COMPANY SUNCREEK AND ALTA 6 PROJECTS Contract Effective Date: Tariff Record Proposed Effective Date: Version Number: TOT161 Option Code: A

7 Page 1 May 31, 2011 Mr. Randy Hoyle Vice President, Development Alta Windpower Development, LLC 1095 Avenue of the Americas, 25th Floor, Suite A New York, New York Re: Engineering, Design and Procurement Letter Agreement for the Suncreek and Alta 6 Projects Dear Mr. Hoyle: Oak Creek Energy Systems, Inc. submitted an Interconnection Request dated February 14, 2006 to the California Independent System Operator Corporation ( CAISO ) on behalf of Tehachapi Holdings, LLC ( Tehachapi Holdings ) for interconnection of a proposed 225 MW wind generation facility with a net output of 220 MW and located in Mojave, California (the Suncreek Project ) to Southern California Edison Company s ( SCE ) Windhub Substation 220 kv bus via a customer-owned generation tie-line, and for the transmittal of Energy and/or Ancillary Services to the CAISO Controlled Grid. Tehachapi Holdings interest in the Suncreek Project was subsequently transferred to Alta Windpower Development, LLC ( AWD ) on May 29, Oak Creek Energy Systems, Inc. also submitted an Interconnection Request dated August 7, 2006 to the CAISO on behalf of Alta Innovative Power Company, LLC for interconnection of a proposed 507 MWwind generation facility with a net output of 500 MW and located in Mojave, California (the Alta 6 Project ) to SCE s Windhub Substation 220 kv bus via the same customer-owned generation tie-line to be used for the Suncreek Project, and for the transmittal of Energy and/or Ancillary Services to the CAISO Controlled Grid. The interests of Alta Innovative Power Company, LLC in the Alta 6 Project was subsequently transferred to AWD on June 12, Interconnection Facilities Studies containing the scope of work, estimated cost and estimated completion schedule for the Participating TO s Interconnection Facilities and Network Upgrades were completed for the Suncreek Project and Alta 6 Project (together, the Suncreek and Alta 6 Projects ), and tendered in reports dated November 13, 2009 and October 29, 2010, respectively, to AWD by the CAISO. All capitalized terms used herein, and not otherwise defined, shall have the meaning ascribed to that term in the CAISO Tariff. AWD and SCE are hereinafter sometimes referred to individually as Party and collectively as Parties.

8 Page 2 SCE and AWD intend to execute one Large Generator Interconnection Agreement ( LGIA ) for the Suncreek and Alta 6 Projects that would include the terms for SCE to engineer, design, construct, own, operate and maintain, and for AWD to pay for, the Participating TO s Interconnection Facilities required to accommodate such projects. The Network Upgrades required to accommodate the Suncreek and Alta 6 Projects will be funded by SCE as part of SCE s Antelope Transmission Project and Tehachapi Renewable Transmission Project. SCE s current estimated time to complete the facilities and upgrades required to accommodate the Suncreek and Alta 6 Projects is eighteen (18) months from the effective date of a signed agreement to commence the work. In the interest of timely completion of the Participating TO s Interconnection Facilities required to interconnect the Suncreek and Alta 6 Projects, the Parties desire that SCE perform the engineering and design of, and procurement of material and equipment for, such facilities as specified in Exhibit A hereto as soon as possible. The purpose of this letter agreement ("Agreement") is to agree upon an interim arrangement pursuant to which SCE will perform the engineering and design of, and procurement of material and equipment for, the Participating TO s Interconnection Facilities, as follows: 1. SCE will perform the engineering and design of, and procurement of material and equipment for, the Participating TO s Interconnection Facilities as specified in Exhibit A hereto. 2. AWD shall pay all of SCE s actual charges and expenses for the engineering and design of, and procurement of material and equipment for, the Participating TO s Interconnection Facilities. The charges and expenses incurred pursuant to this Agreement shall include, without limitation, SCE s costs of SCE employees and contractors including related overheads. Such charges and expenses are estimated to be $2,884,000, as identified in Exhibit A hereto. SCE estimates the income tax liability associated with such charges and expenses to be $1,009,400, as shown in Exhibit A. 3. AWD shall make payments to SCE and provide a letter of credit or parent guarantee acceptable to SCE ( Security Instrument ) pursuant to the schedule listed in Exhibit B hereto to perform its obligations under the terms of this Agreement. SCE shall notify AWD in writing within a reasonable time if SCE learns that charges and expenses are likely to exceed the total estimated amount of $2,884,000, which notification shall provide updated cost estimates in the format of Exhibit A. In such notification, SCE shall specify any additional amount required to be paid by AWD, and the amount by which the Security Instrument shall be increased, for SCE to continue work under the terms of this Agreement. AWD shall make such additional payment and provide SCE the additional Security Instrument within thirty (30) calendar days of receipt of such notification. If AWD does not make any of the payments or provide the Security Instrument in the required amount by the due dates specified in this Agreement, SCE shall tender a cure notice to AWD of such non-payment or failure to provide the Security Instrument and a final deadline for making such payment or providing such Security Instrument, which shall be fifteen (15) Business Days from the receipt of the notice. Subject to the foregoing sentence, if AWD does not pay the amounts and provide the Security

9 Page 3 Instrument by the due dates specified in this Agreement, SCE may stop work and this Agreement shall terminate immediately upon written notice by SCE, subject to acceptance or approval by FERC. 4. SCE and AWD are entering into this Agreement in order to expedite the engineering and design of, and procurement of materials and equipment for, the Participating TO s Interconnection Facilities. SCE shall use commercially reasonable efforts to complete the engineering and design of, and procurement of materials and equipment for, the Participating TO s Interconnection Facilities in accordance with Good Utility Practice within ten (10) months of the Effective Date, as defined in Section 21 of this Agreement; however, SCE does not warrant that such work will be completed within such time. Such estimate includes the ordering, but not receipt, of materials and equipment. AWD understands and acknowledges that such date is only an estimate and that various events could delay the actual completion of the engineering and design of, and procurement of materials and equipment for, the Participating TO s Interconnection Facilities. SCE shall not be liable for any cost or damage incurred by AWD because of any delay in the work provided for in this Agreement. 5. SCE and AWD intend to enter into an LGIA that will state the terms for payment of SCE's costs incurred for performing the work included in this Agreement. Such LGIA would supersede this Agreement upon its effective date. AWD s payments and the Security Instrument under the terms of this Agreement, including any additional payments and increases to the Security Instrument pursuant to Section 3, would be credited to the amount due under the terms of the LGIA. 6. Subject to Section 7 below, this Agreement shall terminate upon the earliest of the following to occur: (i) notice that this Agreement is not accepted for filing by FERC; (ii) the effective date of the LGIA, which supersedes this Agreement, as defined in that LGIA; (iii) written notice from AWD to SCE at any time; or (iv) written notice by SCE and acceptance by FERC pursuant to Section 3. AWD shall have the right to terminate this Agreement by written notice at its sole discretion; in such event termination will become effective two (2) business days after receipt by SCE of the termination notice. 7. AWD s obligations to pay charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement as of the termination date of this Agreement will survive termination of this Agreement, except insofar as payment of such charges and expenses is provided for in an LGIA that is accepted for filing by the FERC and becomes effective. In the event of termination of this Agreement in the absence of such effective LGIA, SCE shall submit an invoice to AWD of all such charges and expenses as soon as reasonably practicable but within twelve (12) months from the date of termination of this Agreement. AWD shall have the same audit rights as would be afforded under Section 25 of the Standard Large Generator Interconnection Agreement. a. In the event that AWD s payments in accordance with Section 3 of this Agreement exceed the amount of SCE s charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement, SCE shall return the excess amount to AWD,

10 Page 4 without interest, within thirty (30) calendar days after the date of the invoice provided in accordance with this Section 7 hereof, without offset for any amount which may be in dispute. In the event of any such dispute, the parties shall promptly meet and attempt to resolve the dispute. In the event the parties determine that AWD did not owe SCE the full amount paid, then SCE shall refund to AWD, without interest, the amount overpaid by AWD within thirty (30) calendar days of such determination. b. In the event that AWD s payments in accordance with Section 3 of this Agreement are less than the amount of SCE s charges and expenses incurred or irrevocably committed to be incurred pursuant to this Agreement, then AWD shall pay the difference, without interest, as reflected in the invoice, within thirty (30) calendar days of receipt of the invoice provided in accordance with this Section 7 hereof, without offset for any amount which may be in dispute. In the event of any such dispute, the parties shall promptly meet and attempt to resolve the dispute. In the event the parties determine that AWD did not owe SCE the full amount paid, then SCE shall refund to AWD, without interest, the amount overpaid by AWD within thirty (30) calendar days of such determination. c. If SCE has purchased any materials or equipment, or entered into any contracts for services, under this Agreement prior to termination, then upon termination SCE shall, to the extent possible and with AWD's authorization, cancel any pending orders of, or return, such materials or equipment, or cancel or terminate such contracts. In the event AWD elects not to authorize cancellation of the materials or equipment, AWD shall assume all remaining payment obligations with respect to such material and equipment, SCE shall deliver such material and equipment to AWD as soon as practicable at AWD s expense, and AWD shall own all such materials or equipment. To the extent that AWD has already paid SCE for any or all costs of such materials or equipment not taken by AWD, SCE shall refund such amounts to AWD, less any costs or penalties incurred by SCE to cancel pending orders, or return, of such materials and equipment. SCE may, at its option, retain any portion of such materials and equipment that AWD chooses not to accept delivery of, in which case SCE shall be responsible for all costs associated with procuring such materials or equipment. SCE shall credit or refund to AWD with the invoice specified in Section 7 herein any and all amounts paid by AWD hereunder for such materials or equipment, and SCE shall own all such materials or equipment. d. In the event that AWD and SCE enter into an LGIA subsequent to the termination of this Agreement, then any applicable work product generated by SCE and any associated payments made by AWD pursuant to this Agreement not already credited or refunded on the invoice specified in Section 7 herein shall be reflected in the scope of, and the amount due under, such LGIA.

11 Page 5 8. For the purposes of this Agreement, Force Majeure shall mean any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or equipment, any order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities, or any other cause beyond a Party s control. A Force Majeure event does not include acts of negligence or intentional wrongdoing by the Party claiming Force Majeure. Economic hardship is not considered a Force Majeure event. 9. The Parties intend that all payments made by AWD to SCE under this Agreement shall be non-taxable in accordance with the Internal Revenue Code and any applicable state income tax laws and shall not be taxable as contributions in aid of construction or otherwise under the Internal Revenue Code and any applicable state income tax laws. The Security Instrument shall remain in place for ten (10) years unless superseded by another agreement or security instrument pursuant to Section of the Standard Large Generator Interconnection Agreement. SCE shall have the right to draw on the Security Instrument if the Internal Revenue Service makes a final determination that activity taken pursuant to this Agreement is a federal income taxable event. SCE may draw on the Security Instrument in the actual amount of the tax liability. SCE shall also have the right to draw on the Security Instrument for any amounts due to SCE during the term of this Agreement pursuant to Section 7(b) in the event that AWD s payments are less than the amount of SCE s expenses incurred and (a) AWD s dissolution or termination of existence; or (b) if any of the following actions or proceedings occur: AWD s insolvency, becoming the subject of a petition in bankruptcy, either voluntary or involuntary, or in any other proceeding under federal bankruptcy laws; making an assignment for benefit of creditors, excluding any assignment for financing purposes; or being named in a suit for the appointment of a receiver. 10. No Party shall be considered to be in Default with respect to any obligation hereunder, other than the obligation to pay money when due, if prevented from fulfilling such obligation by Force Majeure. For the purposes of this Agreement, Default shall mean the failure of a breaching Party to cure its breach. A Party unable to fulfill any obligation hereunder (other than an obligation to pay money when due) by reason of Force Majeure shall give notice and the full particulars of such Force Majeure to the other Party in writing or by telephone as soon as reasonably possible after the occurrence of the cause relied upon. Telephone notices given pursuant to this Section shall be confirmed in writing as soon as reasonably possible and shall specifically state full particulars of the Force Majeure, the time and date when the Force Majeure occurred and when the Force Majeure is reasonably expected to cease. The Party affected shall exercise due diligence to remove such disability with reasonable dispatch, but shall not be required to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or other labor disturbance.

12 Page Each Party shall at all times indemnify, defend, and hold the other Party harmless from, any and all Losses arising out of or resulting from the other Party s action or inactions of its obligations under this Agreement on behalf of the indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the indemnified Party. For the purposes of this Agreement, Losses shall mean any and all damages, losses, and claims, including claims and actions relating to injury to or death of any person or damage to property, demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties. 12. In no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under another agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder. 13. This Agreement constitutes the complete and final expression of the agreement between the parties and is intended as a complete and exclusive statement of the terms of their agreement which supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications, and other agreements which may have been made in connection with the subject matter of this Agreement. Nothing in this Agreement is intended or shall be deemed to require SCE or AWD to enter into any other agreement, including without limitation, any interconnection agreement. 14. Any waiver at any time by either Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising from this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter arising in connection therewith. Any delay, with the exception of the statutory period of limitation in assessing or enforcing any right, shall not be deemed a waiver of such right. 15. The covenants, obligations, and liabilities of the parties are intended to be several and not joint or collective, and nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation, or liability on or with regard to either Party. Each Party shall be individually responsible for its own covenants, obligations, and liabilities as provided in this Agreement. Neither Party shall be under the control of the other Party. Neither Party shall be the agent of or have a right or power to bind the other Party without such other Party s express written consent.

13 Page The Parties do not intend to create rights in, or to grant remedies to, any third party as a beneficiary either of this Agreement or of any duty, covenant, obligation, or undertaking established herein. 17. This Agreement shall be interpreted by and in accordance with the laws of the State of California, without regard to the principles of conflict of laws thereof, or the laws of the United States, as applicable, as if executed and to be performed wholly within the United States. 18. This Agreement shall be binding upon the Parties and their successors and assigns. Either Party may assign this Agreement subject to the conditions set forth in Article 19 of the Standard Large Generator Interconnection Agreement. 19. SCE will file this Agreement for acceptance by the FERC. Upon request by SCE, AWD shall support acceptance of this Agreement as filed, including waiver of any necessary filing and notice requirements. Such support shall include a written statement of concurrence with such filing, if requested by SCE. 20. Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party, but shall be construed in the manner that most accurately reflects the parties intent as of the date they executed this Agreement. 21. This Agreement shall become effective on the date the Agreement is fully executed by both Parties and the initial payment and Security Instrument pursuant to Section 3 of this Agreement are received by SCE ("Effective Date"). If SCE does not receive the fully executed Agreement, initial payment, and Security Instrument within thirty (30) calendar days of AWD s receipt of this Agreement, then the offer reflected in this Agreement will expire and this Agreement will be of no effect. // //

14 Page This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. SOUTHERN CALIFORNIA EDISON COMPANY By /s/ David L. Mead Name: David L. Mead Title: Senior Vice President Agreed to this 2 nd day of June, 2011 ALTA WINDPOWER DEVELOPMENT, LLC By /s/ Randy Hoyle Name: Randy Hoyle Title: Vice President, Development

15 Page 9 EXHIBIT A DESCRIPTION AND ESTIMATED COST SUMMARY ENGINEERING, DESIGN AND PROCUREMENT WORK Description of Work: The engineering, design and procurement work to be performed under this Agreement are for the following Participating TO s Interconnection Facilities to accommodate the Suncreek and Alta 6 Projects: (i) Windhub Substation Line Drop: One new 220 kv switchrack position no. 13 to terminate the 220 kv generation tie line from the Suncreek and Alta 6 Projects to Windhub Substation (the Suncreek/Alta 6 Windhub 220 kv Line ). This work includes the position deadend structure, conductors, and coupling capacitor voltage transformers. The following protection relays on the Suncreek/Alta 6 Windhub 220 kv Line at the switchrack position no. 13: o o One General Electric L90 relay as System A backup protection to AWD s generation protection. One Schweitzer SEL-311L relay as System B backup protection to AWD s generation protection. (ii) Suncreek/Alta 6 Windhub 220 kv Line: The Suncreek/Alta 6 Windhub 220 kv Line, approximately 1,500 feet, equipped with kcmil ACSR from AWD s last structure as designated by SCE outside of Windhub Substation ( Last Structure ) to the 220 kv switchrack position no. 13 at Windhub Substation. This work consists of the following: Three (3) spans of conductors and eighteen (18) dead-end insulator/hardware assemblies between the Last Structure and the Windhub Substation dead-end structure. One (1) dead-end structure with optical ground wire ( OPGW ).

16 Page 10 (iii) (iv) Power Systems Control: One (1) remote terminal unit at each of the Suncreek Project and Alta 6 Project to monitor the generation data. This data shall consist of 1) MW and MVAR per feeder, 2) circuit breaker status per feeder, 3) low-side kv, 4) auxiliary load MW and MVAR, 5) high-side kv, MW, MVAR, and circuit breaker status. Telecommunication Generation Tie-Line Protection: Approximately 2,000 feet of optical fiber cable provided by AWD to extend the OPGW from the Last Structure to the communication room at Windhub Substation. Approximately 1,000 feet of underground fiber cable construction from the Last Structure to the communication room at Windhub Substation. Dual SONET optical multiplex and channel equipment at Windhub Substation and at the Suncreek Project and Alta 6 Project substations. Communication equipment racks at AWD s facilities. (v) (vi) (vii) Metering Services: One (1) revenue metering cabinet and revenue meters at each of the Suncreek Project and Alta 6 Project. Licensing: All required activities related to SCE s portion of the Suncreek/Alta 6 Windhub 220 kv Line and telecommunication routes. Environmental Health and Safety: All required activities related to the Participating TO s portion of the Suncreek/Alta 6 Windhub 220 kv Line and telecommunication routes.

17 Page 11 Estimated Cost Summary: Total Estimated Engineering, Design & Procurement ( ED&P ) Cost Estimated Tax Liability associated with the ED&P Cost* Total Estimated Element Cost of Facilities Windhub Substation Line Drop $857,000 $599,900 $209,965 Suncreek/Alta 6 Windhub 220 kv Line 1,531,000 1,071, ,620 Power Systems Control 192, ,400 47,040 Telecommunications 941, , ,710 Metering Services 56,000 39,200 12,720 Licensing 50,000 35,000 12,250 Environmental Health & Safety 476, , ,620 Total Cost $4,103,000 $2,884,000 $1,009,400 * The estimated tax liability is based on a tax rate of 35%.

18 Page 12 EXHIBIT B PAYMENT AND SECURITY INSTRUMENT SCHEDULE Payment Period Payment Amount Incremental Security Amount for Estimated Tax Liability* Due Date 1 $415,100 $145,285 Upon the Effective Date 2 1,467, ,115 9/1/ ,001,700-12/1/2011 Total $2,884,000 $1,009,400 * The total amount of the Security Instrument shall be $145,285 provided with the first payment, and $1,009,400 provided with the second payment.