ex10_2.htm


    Exhibit
10.2

    


    AMENDED
AND RESTATED

    LIMITED
LIABILITY COMPANY AGREEMENT

    


    OF

    


    RHODE
ISLAND LFG GENCO, LLC

    


    


    THIS AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of November
17, 2008 by Rhode Island LFG Genco, LLC, a Delaware limited liability company
(the “Company”), Ridgewood Olinda, LLC, a Delaware limited liability company
(“Olinda”), Ridgewood Electric Power Trust III, a Delaware statutory trust
(“Trust III”), Ridgewood Electric Power Trust IV, a Delaware statutory trust
(“Trust IV”) and Ridgewood Power B Fund/Providence Expansion, a Delaware
statutory trust (“Power B”) (together with their successors and permitted
assigns, collectively, the “Members”), and Ridgewood Renewable Power LLC, a
limited liability company organized in the State of New Jersey (the
“Manager”).

     

    WHEREAS, the Certificate of Formation
of the Company was filed with the Delaware Secretary of State on October 23,
2007 pursuant to the Delaware Limited Liability Company Act, as amended (the
“Act”) and the Members entered into a Limited Liability Company Agreement for
the Company dated as of August 19, 2008 (the “Original LLC Agreement”);
and

     

    WHEREAS, the Members wish to amend and
restate the Original LLC Agreement to reflect a change in the interests held by
the Members in the Company pursuant to the terms of the Contribution Agreement
dated as of the date hereof among the Members, among other changes (the
“Contribution Agreement”); and

     

    NOW, THEREFORE, in consideration of the
mutual terms, covenants and conditions contained herein, the parties agree as
follows:

     

    ARTICLE
I

    ORGANIZATION

    


    1.1   Organization.  The
Company was initially formed by the filing of a Certificate of Formation with
the Secretary of State of the State of Delaware on October 23, 2007 pursuant to
the Act.  The original Certificate of Formation states that the
registered agent and office of the Company in Delaware shall initially be c/o CT
Corporation System, 1209 Orange Street, Wilmington, New Castle County, Delaware
19801.  The Certificate of Formation may be restated by the Manager
(as hereinafter defined) as provided in the Act or amended by the Manager with
respect to the address of the registered office of the Company in Delaware or
the name and address of the registered agent of the Company in Delaware or to
make corrections required by the Act.  Other additions or amendments
of the Certificate of Formation shall be authorized by the Members as provided
in Section 2.5.  The Certificate of Formation as so amended from time
to time is referred to herein as the “Certificate.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2   Purposes and
Powers.  Unless the Manager otherwise determines and subject to
the provisions of Section 2.5, the Company shall have authority to engage in any
lawful business, purpose or activity permitted by the Act, and it shall possess
and may exercise all of the powers and privileges granted by the Act or which
may be exercised by any person, together with any powers incidental thereto, so
far as such powers or privileges are necessary or convenient to the conduct,
promotion or attainment of the business purposes or activities of the Company,
including without limitation, the powers to:

     

    (a) own and
manage some or all of the operations of a landfill gas fired electric generating
facility to be located in the town of Johnston, Rhode Island;

     

    (b) conduct
its business and operations in any state or territory of the United States or in
any foreign country or jurisdiction;

     

    (c) purchase,
receive, take, lease or otherwise acquire, own, hold, improve, maintain, use or
otherwise deal in and with, sell, convey, lease, exchange, transfer or otherwise
dispose of, mortgage, pledge, encumber or create a security interest in all or
any of its real or personal property, or any interest therein, wherever
situated;

     

    (d) borrow or
lend money or obtain or extend credit and other financial accommodations, to
invest and reinvest its funds in any type of security or obligation of or
interest in any public, private or governmental entity, and to give and receive
interests in real and personal property as security for the payment of funds so
borrowed, loaned, or invested;

     

    (e) make
contracts, including contracts of insurance, incur liabilities and give
guaranties, whether or not such guaranties are in furtherance of the business
and purposes of the Company, including without limitation, guaranties of
obligations of other persons who are interested in the Company or in whom the
Company has an interest;

     

    (f) appoint
one or more managers of the Company, to employ officers, employees, agents and
other persons, to fix the compensation and define the duties and obligations of
such personnel, to establish and carry out retirement, incentive and benefit
plans for such personnel, and to indemnify such personnel to the extent
permitted by this Agreement and the Act;

     

    (g)  indemnify
any person in accordance with the Act or otherwise to the extent not prohibited
by the Act or other applicable law;

     

    (h) to make
donations irrespective of benefit to the Company for the public welfare or for
community, charitable, religious, educational, scientific, civic or similar
purposes; and

     

    (i) institute,
prosecute, and defend any legal action or arbitration proceeding involving the
Company, and to pay, adjust, compromise, settle, or refer to arbitration any
claim by or against the Company or any of its assets.

     

    1.3         
 Principal Place of
Business.   The Company’s primary address shall initially
be c/o Ridgewood Renewable Power LLC, 947 Linwood Avenue, Ridgewood, New Jersey
07450.  The Manager may, after giving notice to the Members (as
defined herein), establish and change the Company’s principal place of
business.  The Manager may, in its sole discretion, cause the Company
to establish other places of business.

     

    
      
        
        

      

      
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    1.4   Reservation of Management of
Company to Manager.  Subject to the provisions of Section 2.5,
the Company shall be managed by a manager which shall have the powers and duties
set forth in Article V.  The initial Manager of the company shall be
Ridgewood Renewable Power LLC.  The name and address of the Manager
shall be listed on Schedule A and said schedule shall be amended from time to
time by the Manager to reflect the resignation or removal of the Manager or the
appointment of a new or additional Manager pursuant to this
Agreement.

     

    1.5   Annual Accounting Period of
Company.  The Company’s annual accounting period for financial
(“Fiscal Year”) and tax purposes shall be the calendar year or such other
appropriate period determined by the Manager.

     

    1.6   Qualification in Other
Jurisdictions.  The Manager shall cause the Company to be
qualified or registered under the applicable laws of every jurisdiction in which
the Company transacts business and shall be authorized to execute, deliver and
file any certificates and documents necessary to effect such qualification or
registration, including without limitation, the appointment of agents for
service of process in such jurisdiction.

     

    1.7   Effect of
Act.  Except as otherwise provided in this Agreement or by
other applicable law, the business and internal affairs of the Company shall be
governed by the Act.  In the event of a conflict between the
provisions of this Agreement and the Act, this Agreement shall control to the
extent permitted by law.

     

    1.8   Adequate
Capitalization.  The Manager shall use commercially reasonable
efforts to ensure that the Company’s cash and other assets, cash flow, insurance
and other financial resources are sufficient to enable it to meet its reasonably
foreseeable liabilities when due.  The Manager shall have no
obligation to provide cash or other assets to the Company.

     

    1.9   Separate Books and
Accounts.  The Manager shall ensure that:  (a) the
books and accounts of the Company are maintained separately from those of the
Members and the Manager; (b) there is no commingling of the assets of the
Company with those of the Members or the Manager; (c) the Company does not
borrow money or other assets from the Members or lend money or other assets to
the Members, except on the basis of reasonable documentation and commercially
reasonable terms; and (d) the Company shall maintain on a current basis accurate
books of account in accordance with financial standards normally applied to
business organizations generally similar to the Company in size and business
activities.

     

    ARTICLE
II

    MEMBERS

     

    2.1.       
   Members.  The
Members shall own interests in the profits and losses of the Company as
specified on Schedule A (herein the “Membership Interests”).  The
Members of the Company, their addresses and Membership Interests shall be listed
on Schedule A and said schedule shall be amended from time to time by the
Manager to reflect the withdrawal or admission of Members pursuant to the terms
of this Agreement.  The Members shall constitute a single class or
group of Members of the Company for all purposes of the Act, unless otherwise
explicitly provided herein.  The Manager shall notify the Members of
changes in Schedule A, which shall constitute the record list of the Members for
all purposes.

     

    
      
        
        

      

      
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    2.2.   Admission of Additional
Members.  Additional persons may be admitted to the Company as
Members and may participate in the profits, losses, distributions, allocations
and capital contributions of the Company pursuant to the terms established by
the Manager, but only with the unanimous Consent of Members holding all of the
Membership Interests (as defined in Section 2.5); provided that, upon any
assignment by any Member of all or a portion of its Membership Interests to any
entity in which Ridgewood Renewable Power LLC is the manager, or managing
shareholder or holds a similar position, such entity shall be automatically
admitted as a Member without such unanimous Consent and shall be reflected as
such on Schedule A hereto. Such Additional Member(s) shall be admitted as
Members when all other conditions to admission, as determined by the Manager,
have been satisfied.  The Manager shall amend Schedule A by adding the
identity, address and Membership Interests of such Additional
Member(s).

     

    2.3.       
   Meeting of
Members.  Meetings of Members may be called for any proper
purpose at any time by the Manager or the holders of a majority of the
Membership Interests.  The Manager or the Members calling the meeting
shall determine the date, time and place of each meeting of Members and written
notice thereof shall be given by the Manager to each Member not less than seven
(7) days or more than thirty (30) days prior to the date of the
meeting.  Notice shall be sent to the Members of record as of the date
when the meeting is called.  The business of each meeting of Members
shall be limited to the purposes described in the notice of the
meeting.  A written waiver of notice executed before or after a
meeting by a Member or its authorized attorney and delivered to the Manager
shall be deemed equivalent to notice of the meeting.  For the purpose
of each meeting of Members:

     

    (a) Quorum.  Members
holding a majority of the Membership Interests of the Company shall constitute a
quorum for the transaction of any business at a meeting of
Members.  Members may attend a meeting in person or by
proxy.  Members may also participate in a meeting by means of
conference by telephone or similar communications equipment that permits all
Members present to hear each other.  If less than a quorum of the
Members is present, the meeting may be held as adjourned without further
notice.  When an adjourned meeting is reconvened, any business may be
transacted that might have been transacted at the original meeting.

     

    (b) Chairman of Meeting of
Members.  A chairman selected by the Manager shall preside at
all meetings of the Members unless the Members elect from the Membership a
chairman of the meeting.  The chairman shall determine the order of
business and the procedures to be followed at each meeting of
Members.

     

    (c) List of Members Entitled to
Vote.  The Manager shall make available at any meeting of
Members and for a period of ten (10) days prior thereto a complete list of
Members entitled to vote at such meeting or any adjournment
thereof.  The list shall reflect the current names and addresses of
each Member and their Membership Interests and shall be subject to inspection by
any Member at the meeting and during the ten-day period prior thereto at the
principal office of the Company.

     

    2.4.   Action Without a
Meeting.  Any action required or permitted to be taken at any
meeting of Members may be taken without a meeting if one or more written
consents to such action shall be signed by the holders of the amount of
Membership Interests required to approve the action being taken.  Such
written consents shall be delivered to the Manager at the primary address or
then principal office of the Company and, unless otherwise specified, shall be
effective on the date when the first consent is so delivered.  The
Manager shall give prompt notice to all Members who did not consent to any
action taken by written consent of Members without a meeting.

     

    
      
        
        

      

      
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    2.5.   Voting
Rights.  Unless otherwise required by the Act, or this
Agreement, all actions, approvals and consents to be taken or given by the
Members under the Act, this Agreement or otherwise shall require the unanimous
affirmative vote or written consent of Members holding the Membership
Interests.  Notwithstanding any other provision hereof to the
contrary, in the event any Member’s Declaration of Trust (or in the case of
Olinda, the Declaration of Trust of Ridgewood Electric Power Trust I (“Trust
I”)) requires a vote of the shareholders of such Member or Trust I for that
Member to take any specified action, the Company shall not take such action
without the approval of such Member or Trust I, as applicable, such Member’s
approval to be contingent upon approval of the shareholders of such Member or
Trust I, as applicable.

     

    2.6.   Limitation of Liability of
Members.  Except as otherwise provided in the Act, no Member of
the Company shall be obligated personally for any debt, obligation or liability
of the Company or of any future Member, whether arising in contract, tort or
otherwise, solely by reason of being a member of the Company.  Except
as otherwise provided in the Act, by other applicable law or expressly in this
Agreement, no Member shall have any fiduciary or other duty to another Member
with respect to the business and affairs of the Company, and no Member shall be
liable to the Company or any other member for acting in good faith reliance upon
the provisions of this Agreement.  No Member shall have any
responsibility to restore any negative capital balance in its Capital Account
(as defined in Section 3.1) or to contribute to or in respect of the liabilities
or obligations of the Company or return distributions made by the Company,
except as required by the Act or other applicable law; provided, however, that
Members are responsible for their failure to make required Contributions under
Section 3.2.  The failure of the Company to observe any formalities or
requirements relating to the exercise of its powers or the management of its
business or affairs under this Agreement or the Act shall not be grounds for
making its Members or Manager responsible for the liabilities of the
Company.

     

    2.7.   Authority.  Unless
specifically authorized by the Manager, no Member that is not the Manager shall
be an agent of or have any right, power or authority to act for or bind the
Company or to undertake to assume any obligation or responsibility of the
Company or of any other Members.

     

    2.8.         
 No Right to
Withdraw.  No Member shall have any right to resign or withdraw
from the Company without the consent of the Manager or to receive any
distribution or the repayment of its capital contribution except as provided in
Section 4.2 and Article VIII upon dissolution and liquidation of the
Company.

     

    2.9.   Rights to
Information.  Members shall have the right to receive from the
Manager upon request a copy of the Certificate and of this Agreement, as amended
from time to time, and such other information regarding the Company as is
required by the Act, subject to reasonable conditions and standards established
by the Manager, as permitted by the Act, which may include, without limitation,
withholding or restrictions on the use of confidential information.

     

    
      
        
        

      

      
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    2.10.  No
Appraisal Rights.  Unless otherwise authorized by the Manager,
no Member shall have any right to have its interest in the Company appraised and
paid out under the circumstances provided in Section 18-210 of the Act, or under
any other circumstances.

     

    ARTICLE
III

    CAPITAL
ACCOUNTS AND CONTRIBUTIONS

    


    3.1   Capital
Accounts.  The Company shall establish a capital account
(“Capital Account”) for each Member and shall maintain each Capital Account
according to the following rules:

     

    (a) A
separate Capital Account shall be maintained for each member in accordance with
Section 1.704-1(b)(2)(iv) of the United States Treasury Regulations (the
“Regulations”), and this Section 3.1 shall be interpreted and applied in a
manner consistent with said Section of the Regulations.

     

    (b) Each
Member’s Capital Account shall be credited for cash contributions and for the
value of non-cash contributions as determined pursuant to Section 3.2
hereof.

     

    (c) The
Company shall adjust the Capital Accounts of its Members to reflect revaluations
of the Company property whenever the adjustment would be permitted under
Regulations Section 1.704-1(b)(2)(iv)(f).  In the event that the
Capital Accounts of the Members are so adjusted, (i) the Capital Accounts of the
Members shall be adjusted in accordance with Regulations Section
1.704(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and
gain or loss, as computed for book purposes, with respect to such property and
(ii) the Members’ allocable shares of depreciation, depletion, amortization and
gain or loss, as computed for tax purposes, with respect to such property shall
be determined so as to take account of the variation between the adjusted tax
basis and book value of such property in the same manner as under Section 704(c)
of the Internal Revenue Code of 1986, as amended (the “Code”).  In the
event that Code Section 704(c) applies to Company property, the Capital Accounts
of the Members shall be adjusted in accordance with Regulations Section
1.704(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and
gain and loss, as computed for book purposes, with respect to such
property.  In applying clause (ii) of the second preceding sentence
and all of the preceding sentence, the provisions of Code Section 704(b) shall
apply.

     

    (d) The
Capital Accounts shall be maintained for the sole purpose of accounting for
allocations of income, gain, loss and deduction among the
Members.  The amount of all distributions to Members shall be
determined pursuant to Article IV.

     

    3.2   Contributions.  Each
Member is making contributions to the capital of the Company (“Contributions”)
as set forth in the Contribution Agreement, and each Member may make additional
Contributions in amounts requested and determined by the Manager at such times
as the Manager may determine.  Except as set forth in the Contribution
Agreement, no Member shall be entitled or required to make any capital
contributions to the Company.  The Company may borrow from its Members
as well as from banks or other lending institutions to finance its working
capital or the acquisition of assets upon such terms and conditions as shall be
approved by the Manager, and any borrowing from Members shall not be considered
Contributions or reflected in their Capital Accounts.  The value of
non-cash Contributions made by Members shall be agreed upon by the
Members.  No Member shall be entitled to any interest or compensation
with respect to its Contribution or any services rendered on behalf of the
Company except as specifically provided in this Agreement or approved by the
Manager.  No Member shall have any liability for the repayment of the
Contribution of any other Member and each Member shall look only to assets of
the Company for return of its Contributions.

     

    
      
        
        

      

      
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    ARTICLE
IV

    ALLOCATIONS
AND DISTRIBUTIONS OF PROFITS

    


    4.1   Distributions of Company
Funds.  Except as provided subsequently in this Article, all
funds and assets of the Company which are determined by the Manager to be
available for distribution shall be distributed to the Members in proportion to
their Distributional Interests as specified on Schedule A, provided, however, that the
Manager may in its sole discretion determine whether to make a distribution of
profits or other assets to the Members and the timing of any such
distribution.  The Company, however, shall make no distribution if,
immediately after the distribution, the Company’s liabilities would exceed its
assets.  No Member shall be entitled to any distribution or payment
with respect to its Membership Interests in the Company upon the resignation or
withdrawal of such Member except to the extent that the Company exercises its
option to purchase the Membership Interests of such Member under Section
8.4.  Distributions may be limited and repayable as provided in the
Act.

     

    4.2   Distribution Upon
Dissolution.  Proceeds from a sale or liquidation of all or
substantially all of the assets of the Company and amounts available upon
dissolution, after payment of, or adequate provision for, the debts and
obligations of the Company, including the expenses of its liquidation and
dissolution, and liabilities to its Manager or Members, if any, other than
liabilities to Members for distributions, shall be distributed and applied in
the following priorities:

     

    (a) First, to fund
reserves to the extent deemed appropriate by the Manager for contingent,
conditional, un-matured or other liabilities of the Company not otherwise paid
or provided for, provided
that, upon the expiration of such period of time as the Manager shall
deem advisable, the balance of such reserves remaining after payment of such
liabilities shall be distributed as set forth herein;

     

    (b) Second, to Members to
satisfy any liabilities for distributions previously determined to be due by the
Manager or due under this Agreement; and

     

    (c) Third, to Members in
accordance with the positive Capital Account balances of the Members as
determined after taking into account all of the Capital Account adjustments for
the Company taxable year during which such dissolution or liquidation
occurs.

     

    4.3   Distribution of Assets in
Kind.  No Member shall have the right to require any
distribution of any assets of the Company to be made in cash or in
kind.  If the Manager determines to distribute assets of the Company
in kind, such assets shall be distributed on the basis of their fair market
value as determined by the Manager in its sole discretion.  Any Member
entitled to any interest in such assets shall, unless otherwise determined by
the Manager, receive separate assets of the Company, and not an interest as
tenant-in-common with other Members so entitled in each asset being
distributed.  Distributions in kind need not be made on a pro-rata
basis, but may be made on any basis which the Manager determines to be
reasonable under the circumstances.

     

    
      
        
        

      

      
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    4.4   Allocations of Profits and
Losses.  No other person shall have any right to any such
allocations.  All items of Company income, gain, loss and deduction as
determined for book purposes shall be allocated among the Members and credited
or debited to their respective Capital Accounts in proportion to their
Distributional Interests in accordance with Regulations Section 1.704(b)(2)(iv),
so as to ensure to the maximum extent possible (i) that such allocations satisfy
the economic effect equivalence test of Regulations Section 1.704-1(b)(2)(ii)
and (ii) that all allocations of items that cannot have economic effect
(including credits and non-recourse deductions) are allocated to the Members in
accordance with their economic interest in the Company as provided in
Regulations 1.704-1(b)(3).

     

    4.5   Regulatory
Allocations.  Notwithstanding anything to the contrary provided
in Section 4.4 above, Profits and Losses shall be specially allocated to the
extent necessary to comply with the Regulations under Code Section 704(b) (the
“Regulatory Allocations”).

     

    4.6   Tax
Allocations.  For each Fiscal Year, each item of income, gain
or loss or deduction as calculated for federal and state income tax purposes
shall be allocated among the Members so as to appropriately reflect allocations
of income, gain, loss and deduction as determined for book purposes pursuant to
Section 4.4 hereof.  Unless otherwise required by the Code, the
“traditional method” without “curative allocations” provided for in Regulations
Section 1.704-3(b) shall apply to all income tax allocations governed by Section
704(c) of the Code and all “reverse Section 704(c) allocations” pursuant to
Regulations Section 1.704-1(b)(2)(iv)(f).

     

    ARTICLE
V

    MANAGEMENT

    


    5.1   Appointing and Removing
Manager.  The Company shall have one (1)
Manager.  The Members may, at any time and from time to time, increase
or decrease the number of Managers, provided, however that at no
time shall the number of managers be less than one (1) Manager.

     

    (a) The
Members holding all of the Membership Interests may, without liability, appoint
or remove the Manager at any time with or without cause.  Any vacancy
in the office of Manager shall be filled by the Members as provided
herein.

     

    (b) The
Manager may, but is not required to, be a Member, and shall hold office for the
term specified by the Members or until its successor(s) is(are) chosen and
qualified, or upon his earlier death, resignation or removal.

     

    (c) The name
and address of the Manager shall be listed on Schedule A and said schedule shall
be amended from time to time by the Manager to reflect any change in the
Manager’s address, the resignation or removal of the Manager and/or appointment
of a new or additional Manager pursuant to this Agreement.

     

    5.2   Resignation of
Manager.  The Manager may resign upon at least sixty (60) days
prior written notice to the Members (unless notice is waived by
them).

     

    5.3   Authority of
Manager.  To the maximum extent permitted by the Act, subject
to the provisions of Section 2.5, the business and affairs of the Company shall
be conducted by or under the direction of the Manager, who shall have and may
exercise on behalf of the Company all of its rights, powers, duties and
responsibilities under Section 1.2 or as provided by law, including without
limitation the right and authority to:

     

    
      
        
        

      

      
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    (a) manage
the business and affairs of the Company and for this purpose to employ, retain
or appoint any officers, employees, consultants, agents, brokers, professionals
and other persons in any capacity for such compensation and on such terms as the
Manager deems necessary or desirable and to delegate to such persons such of its
duties and responsibilities as the Manager shall determine;

     

    (b) enter
into, execute, deliver, acknowledge, make, modify, supplement or amend any
contracts, documents or instruments in the name of the Company;

     

    (c) borrow
money or otherwise obtain credit and other financial accommodations on behalf of
the Company on a secured or unsecured basis as provided in Section 1.2(d), and
to perform or cause to be performed all of the Company’s obligations in respect
of its indebtedness and any mortgage, lien or security interest securing such
indebtedness; and

     

    (d) make
elections and prepare and file returns regarding any federal, state or local tax
obligations of the Company, and to serve as the “Tax Matters Partner” of the
Company for purposes of Section 6231(a)(7) of the Code, with power to manage and
represent the Company in any administrative proceeding of the Internal Revenue
Service.

     

    5.4   Action of Multiple
Managers.  If there is more than one Manager, the Members shall
determine which actions require the approval of the majoirty of the
Managers.  In such event, the Managers may take action either by a
meeting of the Managers or by written consent of those Managers.

     

    5.5   Manager
Compensation.  The Manager shall not be entitled to any
compensation by the Company for the Manager’s services under this
Agreement.  The Manager shall be entitled to reimbursement for
out-of-pocket expenses incurred by it in managing and conducting the business
and affairs of the Company.

     

    5.6   Signing of
Agreements.  Any action taken by the Manager, and the signature
of the Manager on any agreement, contract, instrument or other document on
behalf of the Company, shall be sufficient to bind the Company and shall
conclusively evidence the authority of the Manager and the Company with respect
thereto.  In signing any agreement or other document on behalf of the
Company, the Manager shall expressly identify itself as a manager.

     

    5.7   Use of “LLC” with Company
Name.  The Manager shall ensure that the abbreviation “LLC”
appears after the name of the Company in all Company stationery, checks,
business cards, invoices, advertisements and other media containing the name of
the Company and likely to be read, seen or heard by third parties.

     

    5.8   No Misleading Third
Parties.  In dealings with third parties on behalf of the
Company, the Manager shall identify the Company as the party on whose behalf it
is acting and itself as the manager of the Company.  The Manager shall
use its best efforts to ensure that third parties with which it deals know and
understand that no Member or the Manager is personally liable for any Company
obligation.  Any person dealing with the Company, the Manager or any
Member may rely upon a certificate signed by the Manager as to (i) the identity
of the Manager or Member(s); (ii) any factual matters relevant to the affairs of
the Company; (iii) the persons who are authorized to execute and deliver any
document on behalf of the Company; and/or (iv) any action taken or omitted by
the Company, the Manager or the Member(s).

     

    
      
        
        

      

      
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    5.9   Limited Liability
of  Manager.  No Manager shall be personally
obligated for any debt, obligation or liability of the Company, whether arising
in contract, tort or otherwise, solely by reason of being or acting as a Manager
of the Company, as the case may be, except that a Manager shall
be liable to the Company and its Members for breach of a fiduciary or other duty
if such breach involved (i) the breach of the duty of loyalty to the Company or
its Members, (ii) acts or omissions not in good faith or which involved
intentional misconduct or knowing violations of law, or (iii) a transaction from
which the Manager derived an improper personal benefit.

     

    5.10       
 Indemnification of
Manager.  Except as limited by law and subject to the
provisions of this Section 5.10, the Company shall indemnify the Manager against
all expenses incurred by it in connection with any proceeding in which the
Manager is involved as a result of serving in such capacity, except that no
indemnification shall be provided for the Manager regarding any matters (i) as
to which it shall be finally determined that the Manager did not act in good
faith and in the reasonable belief that its action was in the best interests of
the Company, (ii) as to which it would be liable to the Company pursuant to
Section 5.9 herein, or (iii) with respect to a criminal matter, that it had
reasonable cause to believe that its conduct was unlawful.  Subject to
the foregoing limitations, with respect to matters claiming the Manager received
an improper personal benefit, the Manager may be indemnified for such claims so
long as it is not finally determined that the Manager received an improper
personal benefit.

     

    (a) Award of
Indemnification.  The Company shall be obligated to pay the
indemnification applied for by the Manager unless within forty-five (45) days
after the application from the Manager the Members holding all of the Membership
Interests determine that the Manager is not entitled to such indemnification or
the Company is otherwise prohibited from granting such indemnification, provided that, in the event
the Manager seeks indemnification in connection with a claim that the Manager
received an improper personal benefit or would be liable to the Company under
Section 5.9, the Members shall not approve any indemnification unless and until
a final determination has been made that the Manager did not receive any
improper personal benefit or is not liable to the Company.  If
indemnification is denied, the Manager seeking indemnification may request an
independent determination of its rights to indemnification by a court, and in
such event, the Company shall have the burden of proving that the applicant
Manager was ineligible for indemnification under this
Article.  Notwithstanding the foregoing, in the case of a proceeding
by or in the right of the Company, in which the Manager is adjudged liable to
the Company, indemnification hereunder shall be provided to the Manager only upon a determination by a
court having jurisdiction that in view of all the circumstances of the case, the
Manager is fairly and reasonably entitled to indemnification for such expenses
as the court shall deem proper.

     

    (b) Successful
Defense.  Notwithstanding any contrary provisions of this
Section 5.10, if the Manager has been wholly successful on the merits in the
defense of any proceeding in which it was involved by reason of its position as
Manager or as a result of serving in such capacity (including termination of
investigative or other proceeding without a finding of fault on the part of the
Manager), the Manager shall be indemnified by the Company against all reasonable
expenses incurred by the Manager in connection therewith.

     

    (c) Advance
Payments.  Except as limited by law, expenses incurred by the
Manager in defending any proceeding, may be paid by the Company to the Manager
in advance of final disposition of the proceeding upon receipt of the Manager’s
written undertaking to repay such amount if the Manager is determined pursuant
to this Section 5.10 or adjudicated to not be eligible for indemnification,
which undertaking shall be an unlimited general obligation but need not be
secured and may be accepted without regard to the financial ability of the
Manager to make repayment; provided, however, that no
such advance payment of expenses shall be made if it is determined pursuant to
Section 5.10(a), on the basis of circumstances known at the time (without
further investigation), that the Manager is  not eligible for
indemnification.

     

    
      
        
        

      

      
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    (d) Definitions
for  Section 5.10.  For purposes of this Section
5.10:

     

    i. “Manager”
includes the Initial Manager and each other Manager now or hereafter appointed,
and any person serving as an officer of the Company or in a similar executive
capacity appointed by the Manager and exercising rights and duties delegated by
the Manager, any person serving at the request of the Company or the Members, as
the case may be, as a director, manager, officer, employee or other agent of
another organization, and any person who formerly served in any of the foregoing
capacities;

     

    ii. “expenses”
means all costs, including attorneys’ fees and disbursements, actually
and  reasonably incurred in defense of a proceeding or in seeking
indemnification under this Section 5.10, and except for proceedings by or in the
right of the Company or alleging that the Manager received an improper personal
benefit, any judgments, awards, fines, penalties and reasonable amounts paid in
settlement of a proceeding; and

     

    iii. “proceeding”
means any threatened, pending or completed action, arbitration, mediation, suit
or other proceeding, whether civil, criminal, administrative or investigative,
and any claim which could be the subject of a proceeding.

     

    5.11       
 Insurance.  The
Company shall have the power to purchase and maintain on behalf of any Manager
or any officer, agent or employee of the Company or the Manager if acting on
behalf of the Company, as the case may be, against any liability or cost
incurred by such person in any such capacity or arising out of its status as
such, whether or not the Company would have power to indemnify against such
liability or cost.

     

    5.12   Heirs and Personal
Representatives.  The indemnification provided by Section 5.10
shall inure to the benefit of the heirs and personal representatives of each
Manager.

     

    5.13   Non-Exclusivity.  The
provisions of this Article as they concern indemnification of the Manager shall
not be construed to limit the power of the Company to indemnify the Managers,
Members, officers, employees or agents to the full extent permitted by law or to
enter into specific agreements, commitments or arrangements for indemnification
permitted by law.  The absence of any express provision for
indemnification herein shall not limit any right of indemnification existing
independently of this Article.

     

    5.14   Amendment.  The
provisions of this Article V may be amended or repealed in accordance with
Section 10.4; however, no amendment or repeal of such provisions that adversely
affects the rights of the Manager (as defined in Section 5.10) under this
Article V with respect to its acts or omissions at any time prior to such
amendment or repeal shall apply to the Manager without its consent.

     

    
      
        
        

      

      
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    ARTICLE
VI

    CONFLICTS
OF INTEREST

    


    6.1   Transactions with Interested
Persons.  Unless entered into in bad faith, no contract or
transaction between the Company and its Manager or Members, or between the
Company and any other corporation, partnership, association or other
organization in which one or more of its Manager or Members have a financial
interest or are directors, partners, managers or officers, shall be voidable
solely for this reason or solely because the Manager or Member was present or
participated in the authorization of such contract or transaction
if:

     

    (a) the
material facts as to the relationship or interest of the Manager or Member and
as to the subject transaction were disclosed or known to the Members and the
contract or transaction was authorized by the disinterested Members;
or

     

    (b) the
contract or transaction was fair to the Company as of the time it was
authorized, approved or ratified by the disinterested Members;

     

    and no
Manager or Member interested in such contract or transaction, because of such
interests, shall be considered to be in breach of this Agreement or liable to
the Company, the Manager or any Member, or any other person or organization for
any loss or expense incurred by reason of such contract or transaction or shall
be accountable for any gain or profit realized from such contract or
transaction.

     

    6.2   Outside
Business.  The Manager or any Member may engage or have an
interest in other business ventures which are similar to or competitive with the
business of the Company, and the pursuit of such ventures, even if competitive,
shall not be deemed wrongful or improper so as to give the Company, its Manager
or the other Members any rights with respect thereto.  Neither the
Manager nor any Member shall be obligated to present an investment opportunity
to the Company even if it is similar to or consistent with the business of the
Company, and such Member or Manager shall have a right to take for their own
account or recommend to others any such investment opportunity.

     

    ARTICLE
VII

    TRANSFERS
AND PLEDGES OF MEMBERSHIP INTERESTS

    


    7.1         
 General Restrictions on
Transfers.  No Member may assign, transfer, pledge or grant a
security interest in all or any part of its Membership Interests, except as
provided in Section 7.2 and with the prior written approval of the Manager;
provided that any Member may assign or transfer all or a portion of its
Membership Interests to any entity in which Ridgewood Renewable Power LLC is the
manager, managing shareholder or holds a similar position without regard to the
provisions of Section 7.2 or any such prior written approval; and provided,
further, that any Member may pledge or grant a security interest in all or any
part of its Membership Interests to Constellation Energy Commodities Group, Inc.
(f/k/a Constellation Power Source, Inc.) (“Constellation”) to secure certain
obligations under the Certificate Purchase and Sale Agreement among
Constellation, Indeck Maine Energy, LLC, Ridgewood Providence Power Partners,
L.P. and Ridgewood Rhode Island Generation, LLC, as amended and as to be
assigned by Indeck Maine Energy, LLC to Linwood 0708 LLC without regard to the
provisions of Section 7.2 or any such prior written approval.  The
Company and its Manager and Members shall be entitled to treat the record owner
of a Membership Interest in the Company as the absolute owner thereof in all
respects, and shall incur no liability for distributions of cash or other
property made in good faith to such owner until such time as a written
assignment of such interest has been received and accepted by the Manager and
recorded on the books of the Company.  The Manager may refuse to
accept and record an assignment until the end of the next successive quarterly
accounting period of the Company.

     

    
      
        
        

      

      
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    7.2   Requirements of
Transfer.  Except as set forth in Section 7.1, every transfer
of a Membership Interest in the Company permitted hereunder, including a
transfer permitted by Section 7.5, shall be subject to the following
requirements:

     

    (a) The
transferee shall establish to the satisfaction of the Manager that the proposed
transfer will not cause or result in a breach of any agreement binding upon the
Company or any violation of law, including without limitation, federal or state
securities laws, and that the proposed transfer would not cause the Company to
be an investment company as defined in the Investment Company Act of 1940, as
amended.

     

    (b) The
transferee shall establish to the satisfaction of the Manager that the
transferee is financially responsible and of good character, and that the
transfer would not adversely affect the classification of the Company as a
partnership for federal tax purposes, terminate its classification as a
partnership under Code Section 708, or have a substantial adverse effect with
respect to federal income taxes payable by the Company.

     

    (c) The
transferee shall execute a counterpart of this Agreement and such other
documents or instruments as may be required by the Manager to reflect the
provisions hereof.

     

    Until the
foregoing requirements are met, the Company need not recognize the transferee
for any purpose under this Agreement, and the transferee shall not be admitted
as a Member without the consent of Members holding all of the Membership
Interests.

     

    7.3         
 Effect of
Transfer.

     

    (a) If the
transferee is admitted as a Member or is already a Member and is merely
obtaining additional Membership Interests, the Member transferring its
Membership Interests in the Company shall be relieved of liability with respect
to the transferred interests arising or accruing under this Agreement on or
after the effective date of the transfer, unless the transferor affirmatively
assumes such liability; provided, however, that the
transferor shall not be relieved of any liability for prior distributions and
unpaid Contributions unless the transferee affirmatively assumes such
liabilities.

     

    (b) Any
person who acquires Membership Interests or any part thereof, in any manner,
that is not a Prohibited Transfer, whether or not such person has accepted and
assumed in writing the terms and provisions of this Agreement or been admitted
as a Member, shall be deemed by the acquisition of such interests to have agreed
to be subject to and bound by all of the provisions of this Agreement with
respect to such interests, including without limitation, the provisions hereof
with respect to any subsequent transfer of such interests; provided, however, that
notwithstanding the foregoing, the effect of this provision shall not be deemed
to require the Manager or the Members to approve any such acquisition or admit
any such person as a Member.

     

    
      
        
        

      

      
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    7.4   Prohibited
Transfers.  Any transfer in violation of any provision of this
Agreement shall be null and void and ineffective, shall not be binding upon or
be recognized by the Company, and any such transferee shall not be treated as or
deemed to be a Member for any purpose.  In the event that any Member
shall at any time transfer some or all of its Membership Interests in the
Company in violation of any of the provisions of this Agreement, the Company and
the other Members, in addition to all rights and remedies at law and equity,
shall be entitled to an order restraining or enjoining such transfer, it being
expressly acknowledged and agreed that damages at law would be an inadequate
remedy for a transfer in violation of this Agreement.  Each Member
making a Prohibited Transfer shall be liable to the Company and the other
Members for all costs and expenses incurred by the Company as a result of such
transfer, including reasonable attorney’s fees and other costs in connection
with the obtaining of an order restraining or enjoining such Prohibited
Transfer.

     

    7.5   Permitted
Transfers.  The following transfers of Membership Interests in
the Company shall be permitted, without approval of the Manager under Section
7.1 but shall be subject to the requirements of Section 7.2 hereof:

     

    (a) Transfers
in connection with (i) any proceeding under the federal bankruptcy laws or any
applicable federal or state laws relating to bankruptcy, insolvency, or the
relief of debtors and subject to the requirements and provisions thereof, or
(ii) a tax-free reorganization, merger or consolidation of the Company;
and

     

    (b) Transfers
from one Member to another Member.

     

    7.6   Transfers of Interests by
Member-Manager.  A transfer of some or all of the Membership
Interests in the Company by a Member who is also a Manager of the Company, shall
transfer only the economic interests, rights, duties and obligations of the
transferor in its capacity as a Member, and no transferee shall obtain as a
result of any such transfer any rights or obligations as the
Manager.  The Member-Manager who sells all (but not less than all) of
its Membership Interests in the Company as a Member shall be deemed to have
tendered its resignation as the Manager to the Company effective on the date of
such transfer, and such resignation shall be deemed to have been accepted unless
it is specifically rejected in writing within thirty (30) days of such
transfer.  The Manager vacancy caused by the sale of such
Member-Manager’s Membership Interests shall be filled in accordance with Section
5.1 herein.

     

    7.7   No
Dissolution.  The Company shall not be dissolved by the
admission of Additional Members or substitute Members in accordance with the
terms of this Agreement.

     

    ARTICLE
VIII

    DISSOLUTION

    


    8.1   Dissolution of
Company.  The Company shall be dissolved and its affairs wound
up upon the first to occur of the following:

     

    (a) The
written consent of all of the Members;

     

    (b) The
death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member
or the occurrence of any other event under the Act that terminates the continued
membership of a Member in the Company, unless, within ninety (90) days after the
occurrence of such an event, all of the remaining Members agree in writing to
continue the business of the Company and subject to the Company’s rights under
Section 8.4 herein to purchase the Membership Interests of such withdrawing
Member, provided
that,  if the subject Member is also the Manager, then the date
of the occurrence of such event shall not be deemed to have occurred until the
remaining Members have received notice of such event by other
means;

     

    
      
        
        

      

      
        - 14
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    (c) The entry
of a decree of judicial dissolution under Section 18-802 of the
Act;

     

    (d) A
consolidation or merger of the Company in which it is not the resulting or
surviving entity; or

     

    (e) December
31, 2107.

     

    The
Manager shall promptly advise the Members of any dissolution event identified in
(b) – (e) above.

     

    8.2   Winding Up and Liquidation
of Company; Distribution of Company Assets. Promptly after determining to
terminate the legal existence of the Company, the Manager shall act as the
Company’s liquidating trustee or may appoint one or more of the Members as
liquidating trustee.  Such liquidating trustee shall proceed
diligently to wind up the business and internal affairs of the Company and to
make final distributions pursuant to Section 4.2 and the Act.  The
costs of dissolution and liquidation shall be an expense of the
Company.  Until final distribution, the liquidating trustee may
continue to operate the business and properties of the Company with all of the
power and authority of the Manager.  As promptly as possible after
dissolution and again after final liquidation, the liquidating trustee shall
cause an accounting of the Company’s assets, liabilities, operations and
liquidating distributions to be given to the Members.

     

    8.3   Date of Termination of Legal
Existence of Company.  The Certificate of Cancellation shall be
filed upon completion of the distribution of the Company’s assets as provided
herein.  The Manager (or such other person(s) as the Act may require
or permit) shall file the Certificate of Cancellation with the appropriate
office of the State of Delaware, cancel any other filings made pursuant to
Article I, and take such other actions as may be necessary and appropriate to
terminate the existence of the Company.

     

    8.4   Payments to Terminating
Member.  A Terminating Member (defined below) may be entitled
to payments as follows:

     

    (a) Voluntary/Involuntary
Withdrawal of the Member.  In the event that a Member
voluntarily or involuntarily withdraws from the Company other than by way of a
Transfer under Article VII (a “Terminating Member”), the Company shall have the
option to purchase all or any part of the interests of the Terminating Member at
a purchase price determined pursuant to paragraph (b) or paragraph (d) and upon
the terms and conditions set forth herein (unless otherwise
agreed).  The Terminating Member must give the Company prompt notice
of its voluntary withdrawal. The Company’s repurchase option hereunder shall be
exercisable in the Company’s sole discretion by giving notice to the Terminating
Member or its legal representative any time within ninety (90) days of Company’s
receipt of (i) a notice of withdrawal from the voluntarily withdrawing
Terminating Member or the legal representative of an involuntarily withdrawing
Terminating Member, or (ii) information sufficient to determine that an
involuntary withdrawal has occurred or will occur.  Such notice shall
provide the number of Membership Interests the Company will repurchase, the
purchase price (determined pursuant to paragraph (b) or paragraph (d)) or its
election to have an appraisal performed in accordance with Section 8.4(d) below,
the proposed closing date and any other applicable terms of the Company’s
repurchase.

     

    
      
        
        

      

      
        - 15
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    (b) Purchase
Price:  Unless otherwise agreed, the purchase price to be paid
to the Terminating Member shall be an amount equal to the positive balance of
its Capital Account (after allocating profits and losses of the Company for the
partial year ending on the date of termination) or the portion of said positive
balance which corresponds to the portion of the Membership Interest of the
Terminating Member which the Company has elected to repurchase.  The
purchase price may be reduced by (i) the allocable portion of any aggregate loss
that the Manager determines in its sole discretion the Company would incur if
all of the assets of the Company were sold for the fair market value on the date
of termination and (ii) such damages as the Manager determines in its sole
discretion have been or will be suffered by the Company as a result of a
termination due to the voluntary withdrawal of
the Terminating Member without the approval of the Manager.

     

    (c) Payment.  Payment
of the purchase price may be made in the Manager’s sole discretion (i) by check
made payable to the Terminating Member or to such other person as its legal
representative may identify, (ii) by wire transfer to a bank account designated
in writing by the Terminating Member or its legal representative, (iii) by
delivery of a promissory note to the Terminating Member or its legal
representative under which payments shall be made in equal annual installments
over a period of not more than ten (10) years with interest at the “applicable
Federal Funds rate” for the month in which the repurchase by the Company is
closed, which note shall be unsecured and subordinated to all debts and
liabilities of the Company, or (iv) by any combination of the
foregoing.  Amounts due shall be subject to offset as provided in
Section 10.1.

     

    (d) Purchase Price – Appraisal
Method.  The Purchase Price for the Company’s repurchase of the
Membership Interests of a Terminating Member whose withdrawal is due to his/her
death or incapacity, may be determined either (i) in accordance with Section
8.4(b) or (ii) by an independent appraisal obtained in accordance with this
Section 8.4(d).  In addition, if the Company or the Terminating Member
can demonstrate that the purchase price calculated pursuant to Section 8.4(b)
above in connection with a withdrawal under Section 8.4(a) above is unfair to
any party or other Member, then that party shall have the right to have the
purchase price determined by an independent appraisal in accordance with this
Section 8.4(d).  The party seeking the appraisal shall give notice to
the other party of its exercise of this right within thirty (30) days after the
Company gives notice of its exercise of the option to repurchase some or all of
the Terminating Member’s Membership Interests.  Each party shall name
an appraiser within fifteen (15) days after the Company’s receipt or delivery of
the notice of appraisal.  Within fifteen (15) days of their
appointment, the two appraisers chosen by the parties shall name a third
appraiser.  The three appointed appraisers shall have thirty (30) days
after their appointment to determine the fair market value of the interest of
the Terminating Member by a majority vote.

     

    The
parties agree to promptly provide the appraisers with such information regarding
the Company and the Membership Interests of the Terminating Member as they may
reasonably require.  The appraisers’ determination of the fair market
value of the interests of the Terminating Member shall be final and binding upon
the parties.  Each of the parties shall pay the expenses and fees and
the appraiser which it nominates and 50% of the fees and expenses of the third
appraiser.

     

    (e) Company’s Right to Assign
Repurchase Option.  The Company shall have the right to assign,
in its sole discretion, some or all of its rights under an option to repurchase
which it has elected to exercise to another Member or a third party to be
admitted as a new Member, provided, that the assigned
portion of the purchase price shall be payable by check or wire transfer and not
by delivery of a note under Section 8.4(c).

     

    
      
        
        

      

      
        - 16
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    (f) No Obligation to
Repurchase.  In no event shall the Company be obligated to
exercise its option under this Section 8.4, and if a Member becomes bankrupt, no
trustee, receiver or creditor shall have any right to require the Company to
repurchase the interest of such Member. The Company election not to repurchase
any Membership Interests of a Terminating Member under this Section 8.4 shall
not affect the Company’s rights to repurchase the same Membership Interests
under any other provision of this Agreement or otherwise, or to exercise its
rights in connection with any other Terminating Member, and the interests of
such Terminating Member not repurchased by the Company shall continue to be
subject to all of the provisions of this Agreement.

     

    (g) Effect of
Repurchase.  Upon payment by the Company of the Purchase Price
at the closing of a repurchase pursuant to this Section 8.4, the Terminating
Member shall cease to have any rights with respect to the Membership Interests
repurchased by the Company, and if all of its interests in the Company are
repurchased, such Terminating Member shall cease to be a Member of the
Company.

     

    ARTICLE
IX

    TERM
AND TERMINATION

    


    The term
of this Agreement shall begin on the effective date and shall end upon the
earlier of the (a) date on which the Company ceases to exist under this
Agreement, the Act or other applicable law; and (b) date on which the parties
agree to terminate this Agreement.

     

    ARTICLE
X

    MISCELLANEOUS
PROVISIONS

    


    10.1   Offset.  Whenever
the Company is obligated to make a distribution or payment to any Member, any
amounts that Member owes the Company may be deducted by the Manager from said
distribution or payment.

     

    10.2   Entire
Agreement.  This Agreement contains the complete agreement
between the parties concerning its subject matter, and it replaces all earlier
agreements between them, whether written or oral, concerning its subject
matter.

     

    10.3   Binding
Effect.  Subject to the limitations on transfer set forth in
this Agreement, this Agreement is binding on and inures to the benefit of the
parties and their respective heirs, legal representatives, successors and
assigns.

     

    10.4   Amendments.  No
amendment of this Agreement or of the Certificate shall be valid unless it is
set forth in a writing signed by the Members holding all of the Membership
Interests and the Manager.

     

    10.5   Notices.  All
notices under this Agreement shall be in writing.  They shall be sent
by fax, courier or by registered U.S. mail, return receipt requested, and in
both cases by regular mail, to the parties at their respective addresses as
stated on Schedule A to this Agreement.  A party may change such
party’s address for purposes of this Article 10.5 at any time upon reasonable
notice to the other parties and the Manager.  Notices shall be deemed
to have been given when actually received.

     

    
      
        
        

      

      
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    10.6   Further
Assurances.  In connection with this Agreement and the
transactions contemplated hereby, each Member shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and those transactions as requested by the Manager.

     

    10.7   Waiver of Certain
Rights.  Each Member irrevocably waives, to the extent
permitted by law, any right it may have to maintain any action for dissolution
of the Company or for partition of the property of the Company.  The
failure of any Member to insist upon the strict performance of any part of this
Agreement or any obligation hereunder, irrespective of the length of time for
which such failure continues, shall not constitute a waiver of such Member’s
rights to demand strict compliance herewith in the future.  No consent
or waiver, express or implied, to or of any breach or default in the performance
of any obligation hereunder, shall constitute a consent or waiver to or of any
other breach or default in the performance of the same or any other obligation
hereunder.

     

    10.8   Governing Law;
Severability.  This Agreement shall be governed exclusively by
the laws of the State of Delaware, without regard to its conflict of laws
principles.  If any provision of this Agreement or the application
thereof to any person or circumstance is held invalid or unenforceable to any
extent, the remainder of this Agreement and the application of that provision
shall be enforced to the fullest extent permitted by law.

     

    


    


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    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the 17th day of November, 2008
effective as of the date first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	Ridgewood Olinda,
      LLC	 	
                                                                                                    Rhode Island LFG Genco,
      LLC

                                                                                                  	 
	By:  Ridgewood
      Management Corporation, its Manager	 	By: Ridgewood
      Renewable Power LLC, its Manager	 
	 	 	 	  
    	 	 
	By: 	/s/ Randall D.
      Holmes	 	By: 	/s/ Randall D.
      Holmes	 
	Name:	
                                                                                                    Randall D.
      Holmes

                                                                                                  	 	Name: 	
                                                                                                    Randall D.
      Holmes

                                                                                                  	 
	Title:  	
                                                                                                    President and Chief
      Executive Officer

                                                                                                  	 	Title:  	
                                                                                                    President and Chief
      Executive Officer

                                                                                                  	 


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	Ridgewood Electric Power Trust
      III	 	
                                                                                                        
                                                                                                          Ridgewood Electric Power Trust
      IV

                                                                                                        

                                                                                                      	 
	By: Ridgewood
      Renewable Power LLC, its Managing Shareholder	 	By: Ridgewood
      Renewable Power LLC, its Managing Shareholder	 
	 	 	 	
                                                                                                      	 	 
	By: 	/s/ Randall D.
      Holmes	 	By: 	/s/ Randall D.
      Holmes	 
	Name:	
                                                                                                        Randall D.
      Holmes

                                                                                                      	 	Name: 	
                                                                                                        Randall D.
      Holmes

                                                                                                      	 
	Title:  	
                                                                                                        President and Chief
      Executive Officer

                                                                                                      	 	Title:  	
                                                                                                        President and Chief
      Executive Officer

                                                                                                      	 


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    	
                                                                                                            Ridgewood Electric Power B
      Fund/Providence Expansion

                                                                                                          	 	
                                                                                                            Ridgewood Renewable Power
      LLC

                                                                                                          	 
	By: Ridgewood
      Renewable Power LLC, its Managing Shareholder	 	  
    	  
    	 
	 	 	 	By: 	/s/ Randall D.
      Holmes	 
	By: 	/s/ Randall D.
      Holmes	 	Name: 	Randall D.
      Holmes	 
	Name:	
                                                                                                            Randall D.
      Holmes

                                                                                                          	 	Title:  	
                                                                                                            
                                                                                                              President and Chief
      Executive Officer

                                                                                                            

                                                                                                          	 
	Title:  	
                                                                                                            President and Chief
      Executive Officer

                                                                                                          	 	 	
                                                                                                             

                                                                                                          	 


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                         

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
              
                 

                
                  
                    
                    

                  

                  
                    - 19
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                                                                                                  SCHEDULE
A

                                                                                                  As
of November 17, 2008

                                                                                                

                                                                                                 

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Limited
Liability Company Agreement

     of
Rhode Island LFG Genco, LLC

    


    
      
        
          	
                  Name
      and Address of Company

                
	
                   

                  Rhode
      Island LFG Genco, LLC

                  c/o
      Ridgewood Renewable Power LLC, Manager

                  947
      Linwood Avenue

                  Ridgewood,
      New Jersey 07450

                   

                


        

      

    

    


    
      
        
          	
                  Name
      and Address of Manager

                
	
                   

                  Ridgewood
      Renewable Power LLC

                  947
      Linwood Avenue

                  Ridgewood,
      New Jersey 07450

                   

                


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Member
      Name and Address

                              	
                                Total
      Membership Interests

                              	
                                Distributional
      Interest

                              
	
                                Ridgewood
      Olinda, LLC

                                c/o
      Ridgewood Renewable Power LLC

                                947
      Linwood Avenue

                                Ridgewood,
      New Jersey 07450

                                 

                              	
                                6.7800%

                              	
                                6.7800%

                              
	
                                Ridgewood
      Electric Power Trust III

                                c/o
      Ridgewood Renewable Power LLC

                                947
      Linwood Avenue

                                Ridgewood,
      New Jersey 07450

                                 

                              	
                                19.5636%

                              	
                                19.5636%

                              
	
                                Ridgewood
      Electric Power Trust IV

                                c/o
      Ridgewood Renewable Power LLC

                                947
      Linwood Avenue

                                Ridgewood,
      New Jersey 07450

                                 

                              	
                                35.2364%

                              	
                                35.2364%

                              
	
                                Ridgewood
      Power B Fund/Providence Expansion

                                c/o
      Ridgewood Renewable Power LLC

                                947
      Linwood Avenue

                                Ridgewood,
      New Jersey 07450

                              	
                                38.4200%

                              	
                                38.4200%