Exhibit 10.5



  





	 
	
	 
	May 1, 2012


 


Mr. Jose P. Quiros

President, Managing Director

Versant Corporation

10 Boulder Crescent, Suite #102

Colorado Springs, CO 80903

Fax No. 719-302-0632/Telephone No. 719-219-5797


 


	Re:      	WIND ENERGY TURBINES PROJECT - Costa Rica
	                	Project Letter of Interest No. LI087104XX
	 	Expiry No.: November 14, 2012


 


Dear
Mr. Quiros:


 


In response to your letter dated
April 23, 2012, Ex-Im Bank is very interested in participating in the financing for this transaction, subject to receipt of the
necessary application materials, and a favorable detailed analysis of the project and its financing structure.


 


We
understand that you propose to engineer and build a project named Wind Energy Turbines in Costa Rica. This indication assumes
the project will be structured on a limited recourse project finance basis where repayment to the lenders will be dependent on
the financial viability of the project. Total project cost is estimated to be $78,000,000 and total U.S. content is estimated to
be $60,000,000.


 


Indicative Ex-Im Bank terms and
conditions are as follows:


 


(1) Maximum
OECD Coverage. Ex-Im Bank is willing to consider providing the maximum coverage allowed under the OECD Arrangement on Export
Credits. Such coverage could consist of a loan or guarantee of a commercial bank loan for up to 85 percent of the eligible U.S.
costs; the allowance of up to 15 percent foreign content incorporated into the U.S. equipment; support of local costs up to 30
percent of the U.S. contract; a repayment profile, grace period, and repayment term in accordance with new OECD Guidelines; capitalization
of interest during construction; and comprehensive or political coverage during construction. Subject
to acceptable debt-equity ratios and other metrics traditional in limited recourse financings, Ex-Im Bank will support the
maximum amount of U.S. content requested by the applicant.


 


(2) Interest
Rates. Ex-Im Bank would provide direct loan and guarantee options, as requested. Under the direct loan option Ex-Im Bank would
provide the Commercial Interest Reference Rate (CIRR) at the time of first disbursement. The current CIRR rate for this transaction’s
maximum potential tenor, which is subject to change on the 15th of each month, is 3.37 percent per annum through May 14, 2012.


	 
	 
	811
    VERMONT AVENUE, N.W.   WASHINGTON,
    D.C. 20571


  




    	 



    	 



    


 


(3) Commitment
Fee. Ex-Im Bank’s commitment fees range from 1/8 to 3/4 of a percent, depending upon coverage and options requested.


 


(4) Exposure
Fee. Ex-Im Bank’s exposure fee for this transaction will be based on a project specific evaluation that cannot be determined
until our full project evaluation is performed. To obtain an indicative exposure fee, please follow the steps outlined in the attached
fee fact sheet or on the web at http://www.exim.gov/products/guarantee/proj_finance _fees.html.


 


(5) Currency. The direct loan
will be provided in U.S. dollars. The guarantee may provide for U.S. dollar loans or for loans in other currencies acceptable to
Ex-Im Bank.


 


(6) Adverse
Economic Impact. Ex-Im Bank is prohibited by statute from extending support for transactions that
yield a net negative impact on the U.S. economy. To determine whether a transaction is likely to yield a net negative impact
on the U.S. economy, Ex-Im Bank subjects applications for preliminary and final commitments to the Economic Impact procedures outlined
at http://www.exim.gov/products/policies/econ_ impact_proc_html.


 


(7) Other
Legal Prohibitions. As an agency of the U.S. government, Ex-Im Bank is subject to requirements that may prohibit it from supporting
otherwise creditworthy transactions. We are not aware at this time of any other policies that may affect our ability to support
the transaction. Please note, however, that despite issuance of this Letter of Interest, Ex-Im Bank’s support of the transaction
will still be subject to all of Ex-Im Bank’s legal requirements in effect at that time. If you have any questions about the
legal status of the transaction, please contact Ex-Im Bank.


 


I am pleased to advise you that
Ex-Im Bank is prepared to develop a financing offer on the basis of these elements upon receipt and favorable evaluation of the
financing application. However, this Letter of Interest does not, in and of itself, constitute a commitment. Only Ex-Im Bank’s
Board of Directors can authorize a final commitment for a project financing.


 


Further information on Ex-Im
Bank’s project finance application process, lending criteria, and application information requirements are included in the
attached Fact Sheets — Ex-lm Bank’s Approach to Project Finance, Ex-Im Bank’s Flexibility for Project
Finance Transactions, Ex-Im Bank’s Fees for Project Finance and Project Finance-Eligibility of Costs.


 


We look forward to working with
Versant Corporation on this project. Thank you for your interest in working with the Structured Finance Division at Ex-Im Bank.


 


	 	Sincerely,	 
	 	 	 
	 	/s/
    John L. Schuster	 
	 	John L. Schuster	 
	 	Vice President	 
	 	Structured Finance