AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT


     

    BETWEEN


     

    UNITED
STATES RENEWABLE ENERGY GROUP WIND PARTNERS I, LLC

     

    AND


     

    SHENYANG
POWER GROUP COMPANY LIMITED

     

    Dated
as of December 16, 2009


     

    THE
MEMBERSHIP INTERESTS OF TEXAS A WIND LLC (THE “MEMBERSHIP
INTERESTS”), THE COMPANY TO WHICH THIS AMENDED AND RESTATED LIMITED
LIABILITY COMPANY AGREEMENT RELATES, ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER
AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

     

    THE
MEMBERSHIP INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN
REGISTERED UNDER (A) THE SECURITIES ACT OF 1933, AS AMENDED OR (B) ANY OTHER
STATE SECURITIES LAW.  THE MEMBERSHIP INTERESTS MAY NOT BE OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED, EXCEPT IN
COMPLIANCE WITH (I) SUCH LAWS AND (II) THE TERMS AND CONDITIONS OF THIS
AGREEMENT.

    

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Table
of Contents

       

      
        
          
            
              	
                      Article
      1

                    	 	
                      Definitions
      and Rules of Construction

                    	 	
                      1

                    
	 
      	 	 
      	 	 
      
	
                      1.1

                    	 	
                      Certain
      Defined Terms

                    	 	
                      1

                    
	 
      	 	 
      	 	 
      
	
                      1.2

                    	 	
                      Rules
      of Construction

                    	 	
                      8

                    
	 
      	 	 
      	 	 
      
	
                      Article
      2

                    	 	
                      Establishment
      of the Company

                    	 	
                      9

                    
	 
      	 	 
      	 	 
      
	
                      2.1

                    	 	
                      Establishment
      of the Company

                    	 	
                      9

                    
	 
      	 	 
      	 	 
      
	
                      2.2

                    	 	
                      Name

                    	 	
                      10

                    
	 
      	 	 
      	 	 
      
	
                      2.3

                    	 	
                      Term

                    	 	
                      10

                    
	 
      	 	 
      	 	 
      
	
                      2.4

                    	 	
                      Representations
      and Warranties

                    	 	
                      10

                    
	 
      	 	 
      	 	 
      
	
                      2.5

                    	 	
                      Deliveries
      and Commitments

                    	 	
                      11

                    
	 
      	 	 
      	 	 
      
	
                      2.6

                    	 	
                      Membership
      Interests

                    	 	
                      11

                    
	 
      	 	 
      	 	 
      
	
                      2.7

                    	 	
                      Company
      Obligations & Rights

                    	 	
                      11

                    
	 
      	 	 
      	 	 
      
	
                      2.8

                    	 	
                      Expenses

                    	 	
                      12

                    
	 
      	 	 
      	 	 
      
	
                      Article
      3

                    	 	
                      Capital
      Contributions

                    	 	
                      12

                    
	 
      	 	 
      	 	 
      
	
                      3.1

                    	 	
                      Initial
      Capital Contributions

                    	 	
                      12

                    
	 
      	 	 
      	 	 
      
	
                      3.2

                    	 	
                      Additional
      Capital Contributions

                    	 	
                      12

                    
	 
      	 	 
      	 	 
      
	
                      3.3

                    	 	
                      No
      Withdrawal of or Payment of Interest on Capital

                    	 	
                      12

                    
	 
      	 	 
      	 	 
      
	
                      3.4

                    	 	
                      Development
      Studies, etc

                    	 	
                      12

                    
	 
      	 	 
      	 	 
      
	
                      3.5

                    	 	
                      The
      Members acknowledge that it may be desirable to negotiate, execute and
      deliver the Turbine Supply Agreement in order to apply for a Project
      Loan

                    	 	
                      13

                    
	 
      	 	 
      	 	 
      
	
                      3.6

                    	 	
                      Member
      Loans

                    	 	
                      13

                    
	 
      	 	 
      	 	 
      
	
                      Article
      4

                    	 	
                      Allocation
      of Profits and Losses; Distributions

                    	 	
                      13

                    
	 
      	 	 
      	 	 
      
	
                      4.1

                    	 	
                      Allocation
      of Profits and Losses

                    	 	
                      13

                    
	 
      	 	 
      	 	 
      
	
                      4.2

                    	 	
                      Definitions

                    	 	
                      13

                    
	 
      	 	 
      	 	 
      
	
                      4.3

                    	 	
                      Distributions

                    	 	
                      14

                    
	 
      	 	 
      	 	 
      
	
                      4.4

                    	 	
                      No
      Priority

                    	 	
                      15

                    
	 
      	 	 
      	 	 
      
	
                      4.5

                    	 	
                      Other
      Distribution Rules

                    	 	
                      15

                    
	 
      	 	 
      	 	 
      
	
                      4.6

                    	 	
                      Liquidating
      Distribution Provisions

                    	 	
                      15

                    
	 
      	 	 
      	 	 
      
	
                      4.7

                    	 	
                      Distribution
      Policy

                    	 	
                      15

                    
	 
      	 	 
      	 	 
      
	
                      4.8

                    	 	
                      Limitation
      upon Distributions

                    	 	
                      15

                    
	 
      	 	 
      	 	 
      
	
                      Article
      5

                    	 	
                      Management

                    	 	
                      16

                    
	 
      	 	 
      	 	 
      
	
                      5.1

                    	 	
                      Board
      of Directors

                    	 	
                      16

                    


            

          

        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        5.2

                      	 	
                        Board
      of Directors Meetings

                      	 	
                        17

                      
	 
      	 	 
      	 	 
      
	
                        5.3

                      	 	
                        Voting
      of Directors; Quorum

                      	 	
                        17

                      
	 
      	 	 
      	 	 
      
	
                        5.4

                      	 	
                        Actions
      Requiring Board of Directors Approval—Major

                      	 	
                        18

                      
	 
      	 	 
      	 	 
      
	
                        5.5

                      	 	
                        Developer
      Fee

                      	 	
                        19

                      
	 
      	 	 
      	 	 
      
	
                        5.6

                      	 	
                        Contracts
      with Members

                      	 	
                        19

                      
	 
      	 	 
      	 	 
      
	
                        5.7

                      	 	
                        Actions
      Requiring Board of Directors Approval— Other

                      	 	
                        19

                      
	 
      	 	 
      	 	 
      
	
                        5.8

                      	 	
                        Chief
      Executive Officer

                      	 	
                        20

                      
	 
      	 	 
      	 	 
      
	
                        5.9

                      	 	
                        Other
      Officers and Employees

                      	 	
                        20

                      
	 
      	 	 
      	 	 
      
	
                        5.10

                      	 	
                        Business
      Plan

                      	 	
                        21

                      
	 
      	 	 
      	 	 
      
	
                        5.11

                      	 	
                        Dispute
      Resolution Procedures

                      	 	
                        22

                      
	 
      	 	 
      	 	 
      
	
                        5.12

                      	 	
                        Standard
      of Conduct

                      	 	
                        22

                      
	 
      	 	 
      	 	 
      
	
                        5.13

                      	 	
                        Directors
      and Officers—Exculpation

                      	 	
                        23

                      
	 
      	 	 
      	 	 
      
	
                        5.14

                      	 	
                        Directors
      and Officers—Indemnification

                      	 	
                        23

                      
	 
      	 	 
      	 	 
      
	
                        Article
      6

                      	 	
                        Transfer
      Restrictions on Membership Interests

                      	 	
                        25

                      
	 
      	 	 
      	 	 
      
	
                        6.1

                      	 	
                        Restrictions
      on Transfer of Membership Interests

                      	 	
                        25

                      
	 
      	 	 
      	 	 
      
	
                        6.2

                      	 	
                        Assignment
      to Controlled Persons

                      	 	
                        25

                      
	 
      	 	 
      	 	 
      
	
                        6.3

                      	 	
                        Effect
      of Non-compliance

                      	 	
                        25

                      
	 
      	 	 
      	 	 
      
	
                        6.4

                      	 	
                        Limitations
      on Assignment of Membership Interests

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        Article
      7

                      	 	
                        Dissolution
      or Buy-Sell—in the Absence of Default

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        7.1

                      	 	
                        Applicability

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        7.2

                      	 	
                        Triggering
      Events—Absence of Default

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        7.3

                      	 	
                        Consequences—Absence
      of Default

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        7.4

                      	 	
                        Rights
      of USREG Wind

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        7.5

                      	 	
                        Voluntary
      Buy-Sell

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        Article
      8

                      	 	
                        Dissolution
      and Other Rights Upon Default

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        8.1

                      	 	
                        Applicability

                      	 	
                        26

                      
	 
      	 	 
      	 	 
      
	
                        8.2

                      	 	
                        Definitions—Defaulting
      Member and Non-Defaulting Member and Default Event

                      	 	
                        27

                      
	 
      	 	 
      	 	 
      
	
                        8.3

                      	 	
                        Remedies—Upon
      Default by One Member

                      	 	
                        28

                      
	 
      	 	 
      	 	 
      
	
                        8.4

                      	 	
                        Remedies
      if Both Members are Defaulting Members

                      	 	
                        29

                      
	 
      	 	 
      	 	 
      
	
                        Article
      9

                      	 	
                        Buy-Sell
      in the Absence of Default

                      	 	
                        29

                      
	 
      	 	 
      	 	 
      
	
                        9.1

                      	 	
                        Offer
      to Buy or Sell

                      	 	
                        29

                      
	 
      	 	 
      	 	 
      
	
                        9.2

                      	 	
                        Terms
      of the Offer

                      	 	
                        29

                      


              

            

          

        

      


      
        
           


        

        
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                      9.3

                    	 	
                      Offeree’s
      Response to Offer

                    	 	
                      29

                    
	 
      	 	 
      	 	 
      
	
                      Article
      10

                    	 	
                      Buy-Sell
      upon Default

                    	 	
                      31

                    
	 
      	 	 
      	 	 
      
	
                      10.1

                    	 	
                      Generally

                    	 	
                      31

                    
	 
      	 	 
      	 	 
      
	
                      10.2

                    	 	
                      Price—if
      Non-Defaulting Member’s Membership Interest is Being Purchased and
      Sold

                    	 	
                      31

                    
	 
      	 	 
      	 	 
      
	
                      10.3

                    	 	
                      Price—if
      Defaulting Member’s Membership Interest is Being Purchased and
      Sold

                    	 	
                      31

                    
	 
      	 	 
      	 	 
      
	
                      10.4

                    	 	
                      Resolution
      of Disagreement as to Amount

                    	 	
                      31

                    
	 
      	 	 
      	 	 
      
	
                      10.5

                    	 	
                      Default
      Buy-Sell Closing—Generally

                    	 	
                      32

                    
	 
      	 	 
      	 	 
      
	
                      10.6

                    	 	
                      Default
      Buy-Sell Closing—Selling Member Deliveries

                    	 	
                      33

                    
	 
      	 	 
      	 	 
      
	
                      10.7

                    	 	
                      Default
      Buy-Sell Closing—Purchasing Member Deliveries

                    	 	
                      33

                    
	 
      	 	 
      	 	 
      
	
                      10.8

                    	 	
                      Default
      Buy-Sell Closing—Claims against Purchased Membership
    Interest

                    	 	
                      34

                    
	 
      	 	 
      	 	 
      
	
                      10.9

                    	 	
                      Default
      Buy-Sell Closing—Default by Selling Member

                    	 	
                      34

                    
	 
      	 	 
      	 	 
      
	
                      Article
      11

                    	 	
                      Dissolution
      Procedures

                    	 	
                      35

                    
	 
      	 	 
      	 	 
      
	
                      11.1

                    	 	
                      Generally

                    	 	
                      35

                    
	 
      	 	 
      	 	 
      
	
                      11.2

                    	 	
                      Method
      of Sale

                    	 	
                      35

                    
	 
      	 	 
      	 	 
      
	
                      11.3

                    	 	
                      Application
      of Proceeds of Liquidation

                    	 	
                      35

                    
	 
      	 	 
      	 	 
      
	
                      11.4

                    	 	
                      Deficit
      Capital Accounts

                    	 	
                      36

                    
	 
      	 	 
      	 	 
      
	
                      11.5

                    	 	
                      Certified
      Liquidation Statement

                    	 	
                      36

                    
	 
      	 	 
      	 	 
      
	
                      Article
      12

                    	 	
                      Reporting
      and Accounting Provisions

                    	 	
                      37

                    
	 
      	 	 
      	 	 
      
	
                      12.1

                    	 	
                      Books
      and Records

                    	 	
                      37

                    
	 
      	 	 
      	 	 
      
	
                      12.2

                    	 	
                      Other
      Accounting and Tax Provisions

                    	 	
                      37

                    
	 
      	 	 
      	 	 
      
	
                      12.3

                    	 	
                      Financial
      Statements and Other Reports

                    	 	
                      37

                    
	 
      	 	 
      	 	 
      
	
                      12.4

                    	 	
                      Right
      of Inspection and Examination

                    	 	
                      37

                    
	 
      	 	 
      	 	 
      
	
                      12.5

                    	 	
                      Auditors

                    	 	
                      38

                    
	 
      	 	 
      	 	 
      
	
                      Article
      13

                    	 	
                      Dispute
      Resolution

                    	 	
                      38

                    
	 
      	 	 
      	 	 
      
	
                      13.1

                    	 	
                      Generally

                    	 	
                      38

                    
	 
      	 	 
      	 	 
      
	
                      13.2

                    	 	
                      Dispute
      Resolution Procedures

                    	 	
                      38

                    
	 
      	 	 
      	 	 
      
	
                      Article
      14

                    	 	
                      Indemnification

                    	 	
                      39

                    
	 
      	 	 
      	 	 
      
	
                      14.1

                    	 	
                      Survival;
      Effect of Knowledge; Other

                    	 	
                      39

                    
	 
      	 	 
      	 	 
      
	
                      14.2

                    	 	
                      Indemnification—By
      USREG Wind

                    	 	
                      40

                    
	 
      	 	 
      	 	 
      
	
                      14.3

                    	 	
                      Indemnification—By
      Shenyang

                    	 	
                      40

                    
	 
      	 	 
      	 	 
      
	
                      14.4

                    	 	
                      Deduction
      from Indemnification Amount

                    	 	
                      41

                    


            

          

        

      


      
        
           


        

        
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                        14.5

                      	 	
                        Time
      Limitations

                      	 	
                        41

                      
	 
      	 	 
      	 	 
      
	
                        14.6

                      	 	
                        Procedure
      for Indemnification—Third Party Claims

                      	 	
                        41

                      
	 
      	 	 
      	 	 
      
	
                        14.7

                      	 	
                        Procedure
      for Indemnification—Other Claims

                      	 	
                        42

                      
	 
      	 	 
      	 	 
      
	
                        14.8

                      	 	
                        Satisfaction
      of Indemnification Obligations

                      	 	
                        42

                      
	 
      	 	 
      	 	 
      
	
                        14.9

                      	 	
                        Exclusiveness
      of Remedies

                      	 	
                        43

                      
	 
      	 	 
      	 	 
      
	
                        Article
      15

                      	 	
                        Competition
      and Interested Transactions

                      	 	
                        43

                      
	 
      	 	 
      	 	 
      
	
                        15.1

                      	 	
                        Competition

                      	 	
                        43

                      
	 
      	 	 
      	 	 
      
	
                        15.2

                      	 	
                        Interested
      Transactions

                      	 	
                        43

                      
	 
      	 	 
      	 	 
      
	
                        15.3

                      	 	
                        Affiliate
      Transactions

                      	 	
                        43

                      
	 
      	 	 
      	 	 
      
	
                        Article
      16

                      	 	
                        Confidentiality

                      	 	
                        44

                      
	 
      	 	 
      	 	 
      
	
                        16.1

                      	 	
                        Confidentiality—This
      Agreement

                      	 	
                        44

                      
	 
      	 	 
      	 	 
      
	
                        16.2

                      	 	
                        Confidentiality—Company
      Information

                      	 	
                        44

                      
	 
      	 	 
      	 	 
      
	
                        16.3

                      	 	
                        Definitions—
      Company Information and Other

                      	 	
                        44

                      
	 
      	 	 
      	 	 
      
	
                        16.4

                      	 	
                        Certain
      Exceptions

                      	 	
                        45

                      
	 
      	 	 
      	 	 
      
	
                        16.5

                      	 	
                        Permitted
      Disclosure to Representatives

                      	 	
                        46

                      
	 
      	 	 
      	 	 
      
	
                        16.6

                      	 	
                        Disclosure
      to Non-Representatives

                      	 	
                        46

                      
	 
      	 	 
      	 	 
      
	
                        16.7

                      	 	
                        Continuing
      Protection of Trade Secrets

                      	 	
                        46

                      
	 
      	 	 
      	 	 
      
	
                        16.8

                      	 	
                        Remedies

                      	 	
                        46

                      
	 
      	 	 
      	 	 
      
	
                        16.9

                      	 	
                        Attorney-Client
      Privilege

                      	 	
                        47

                      
	 
      	 	 
      	 	 
      
	
                        16.10

                      	 	
                        Continuing
      Obligations

                      	 	
                        47

                      
	 
      	 	 
      	 	 
      
	
                        16.11

                      	 	
                        No
      Limitation on Other Agreements

                      	 	
                        47

                      
	 
      	 	 
      	 	 
      
	
                        16.12

                      	 	
                        Tax
      Exception to Confidentiality Provisions

                      	 	
                        47

                      
	 
      	 	 
      	 	 
      
	
                        Article
      17

                      	 	
                        Miscellaneous

                      	 	
                        47

                      
	 
      	 	 
      	 	 
      
	
                        17.1

                      	 	
                        Further
      Assurances

                      	 	
                        47

                      
	 
      	 	 
      	 	 
      
	
                        17.2

                      	 	
                        No
      Liability

                      	 	
                        48

                      
	 
      	 	 
      	 	 
      
	
                        17.3

                      	 	
                        Press
      Releases

                      	 	
                        48

                      
	 
      	 	 
      	 	 
      
	
                        17.4

                      	 	
                        Confidentiality

                      	 	
                        48

                      
	 
      	 	 
      	 	 
      
	
                        17.5

                      	 	
                        Notices

                      	 	
                        49

                      
	 
      	 	 
      	 	 
      
	
                        17.6

                      	 	
                        Jurisdiction;
      Service of Process

                      	 	
                        50

                      
	 
      	 	 
      	 	 
      
	
                        17.7

                      	 	
                        Waiver

                      	 	
                        50

                      
	 
      	 	 
      	 	 
      
	
                        17.8

                      	 	
                        Entire
      Agreement and Modification

                      	 	
                        50

                      
	 
      	 	 
      	 	 
      
	
                        17.9

                      	 	
                        Currency

                      	 	
                        50

                      
	 
      	 	 
      	 	 
      
	
                        17.10

                      	 	
                        Assignments,
      Third Parties

                      	 	
                        51

                      


              

            

          

        

      


      
        
           


        

        
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                                        17.11

                                      	 	
                                        No
      Third Party Rights

                                      	 	
                                        51

                                      
	 
      	 	 
      	 	 
      
	
                                        17.12

                                      	 	
                                        Severability

                                      	 	
                                        51

                                      
	 
      	 	 
      	 	 
      
	
                                        17.13

                                      	 	
                                        Time
      is of the Essence; Computation of Time

                                      	 	
                                        51

                                      
	 
      	 	 
      	 	 
      
	
                                        17.14

                                      	 	
                                        Governing
      Law

                                      	 	
                                        51

                                      
	 
      	 	 
      	 	 
      
	
                                        17.15

                                      	 	
                                        Counterparts;
      Effectiveness

                                      	 	
                                        51

                                      
	 
      	 	 
      	 	 
      
	
                                        17.16

                                      	 	
                                        Relationship
      of the Parties

                                      	 	
                                        51

                                      
	 
      	 	 
      	 	 
      
	
                                        Attachments

                                      	 	
                                        Representations
      and Warranties of USREG Wind

                                      	 	 
      
	
                                        2.4-A

                                      	 	
                                        Representations
      and Warranties of Shenyang

                                      	 	 
      
	
                                        2.4-B

                                      	 	
                                        Business
      Plan

                                      	 	 
      
	
                                        5.10

                                      	 	
                                        Percentage
      Interests

                                      	 	 
      
	
                                        2.6

                                      	 	
                                        Capital
      Accounts

                                      	 	 
      
	
                                        3.1

                                      	 	
                                        Accounting
      and Tax Matters

                                      	 	 
      
	
                                        12

                                      	 	 
      	 	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    

     

    AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

     

    This
Amended and Restated Limited Liability Company Agreement (together with all
Attachments, Schedules and Exhibits, and any amendments to it that may be
entered into from time to time, this “Agreement”)
is between United States Renewable Energy Group Wind Partners I, LLC, a Delaware
limited liability company (“USREG
Wind”), and Shenyang Power Group Company Limited, a Chinese limited
liability company (“Shenyang”),
dated as of December 16, 2009 (the “Effective
Date”).

     

    RECITALS

     

    A.           USREG
Wind and Shenyang have agreed to create a joint venture that will design,
develop, construct, manage and operate one of the world’s premier wind energy
power plants to be located in west Texas with an eventual capacity of 600 MW
(the “Business”).
The joint venture is expected to benefit from positive trends in the renewable
energy industry, including the economic efficiency and acceleration of Shenyang
developments in the wind turbine technology that make renewable energy
generation increasingly reliable and competitive.

     

    B.           USREG
Wind and Shenyang desire to organize the joint venture under the name of Texas A
Wind LLC, a Delaware limited liability company (the “Company”).

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the premises and mutual promises contained in
this Agreement (the mutuality, adequacy and sufficiency of which are hereby
acknowledged), the Parties agree as follows:

     

    Article
1             Definitions
and Rules of Construction

     

    1.1           Certain Defined
Terms.

     

    The
following capitalized terms shall have the following respective
meanings:

     

    A-Power
means A-Power Energy Generation Systems, Ltd., a British Virgin Islands company,
the indirect owner of 100% of the capital stock of each of the Turbine Supplier
and Construction Contractor.

     

    Additional
Capital Contributions has the meaning given in Section 3.2.

     

    Affiliate
of a Person means: (a) a director, officer, partner, member, manager,
executor or trustee of a Person and (b) any Person directly or indirectly
controlling, controlled by, or under common control with, that Person; provided, however, no
Person will be considered an affiliate of any other Person solely by reason of
its ownership of a Membership Interest in the Company.  For purposes
of this definition, “control,” “controlling,” and “controlled” mean having the
right to elect a majority of the board of directors or other comparable body
responsible for management and direction of a Person by contract, by virtue of
equity ownership or otherwise.  For all purposes of this Agreement, no
Governmental Body shall be considered an Affiliate of any Member.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Agreement
means this Amended and Restated Limited Liability Company
Agreement.

     

    Applicable
Law means each applicable provision of any constitution, statute, law,
ordinance, code, rule, regulation, decision, order, decree, judgment, award,
injunction, verdict, subpoena, release, license or other legally binding
pronouncement of any Governmental Body, including any law relating to
Taxes.

     

    Authorized
Expenses means expenses incurred in the Business for the benefit of the
Company that have been approved by the Board of Directors or in the Business
Plan in effect from time to time.

     

    Best
Efforts means the commercially reasonable efforts that a prudent Person
who wants to obtain a result would use in similar circumstances to obtain that
result expeditiously.  An obligation to use Best Efforts under this
Agreement does not require a Person to take actions that would result in a
materially adverse change in the benefits of this Agreement to that
Person.

     

    Board of
Directors has the meaning given in Section 5.1(a).

     

    BOP
Subcontract means the Balance of Plant Engineering, Procurement and
Construction Management Subcontract Agreement between the Construction
Contractor and TWM for all of the construction requirements of the Project, to
be entered into between the parties thereto prior to March 31, 2010 or such
other date as the Board of Directors may determine.

     

    Business
has the meaning given in the Recitals.

     

    Business
Day means any day other than Saturday, Sunday or any public or legal
holiday in New York, New York, whether federal or state, in the place in which a
duty or obligation is to be performed.

     

    Business
Dispute has the meaning given in Section 5.11(a).

     

    Business
Plan has the meaning given in Section 5.10(a).

     

    Capital
Account has the meaning given in Section 3.1 of Attachment
12.

     

    Cash Flow from
Grants has the meaning given in Section 4.2(a).

     

    Cash Flow from
Operations has the meaning given in Section 4.2(b).

     

    Cash Flow from
Sale of Company has the meaning given in Section 4.2(c).

     

    CEO has
the meaning given in Section 5.8(a).

     

    Chair has
the meaning given in Section 5.2(b).

     

    Cielo
means Cielo Wind Services, Inc.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    Closing
Date means the date on which the initial contributions of the Members
shall be made.

     

    Code means
the U.S. Internal Revenue Code of 1986, as amended.

     

    Company
has the meaning given in the Recitals.

     

    Company
Indemnified Person has the meaning given in Section 5.14(a).

     

    Company
Information has the meaning given in Section 16.3(a).

     

    Confidential
Information has the meaning given in Section 16.3(c).

     

    Construction
Contract means the Balance of Plant Engineering, Procurement and
Construction Management Agreement between the Company and the Construction
Contractor for all of the construction requirements of the Project, to be
entered into between the parties thereto prior to March 31, 2010 or such other
date as the Board of Directors may determine.

     

    Construction
Contractor means Liaoning GaoKe Energy Group Company Limited, a Chinese
company.

     

    Contract
means any contract, purchase order, agreement, commitment, arrangement,
undertaking or understanding of any kind whatsoever, together with all related
amendments, modifications, supplements, waivers and consents.

     

    Control
has the meaning given in Section 6.2.

     

    Cumulative Net
Taxable Income has the meaning given in Section 4.2(d)(ii).

     

    Damages
has the meaning given in Section 14.2.

     

    Default Buy-Sell
Closing has the meaning given in Section 10.5.

     

    Default Buy-Sell
Closing Date has the meaning given in Section 10.5.

     

    Default
Event has the meaning given in Section 8.2.

     

    Default
Notice has the meaning given in Section 8.3(a).

     

    Defaulting
Member has the meaning given in Section 8.2.

     

    Definitive
Agreements means (a) the Turbine Supply Agreement; (b) the Construction
Contract; (c) the USREG Wind Contribution Agreement; (d) the Development
Services Agreement; (e) the O&M Agreement; (f) Turbine Services Agreement;
and (g) the BOP Subcontract.

     

    Developer
Fee has the meaning given in Section 5.5.

    


    
      
        
           


        

        
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    Development
Services Agreement means the Development Services Agreement between the
Company and Cielo of even date herewith.

     

    Director
has the meaning given in Section 5.1(a).

     

    Dispute
Notice has the meaning given in Section 5.11(a).

     

    DLLCA has
the meaning given in Section 2.1(a).

     

    Effective
Date  has the meaning given in the introductory
paragraph.

     

    Effective Tax
Rate has the meaning given in Section 4.2(d)(i).

     

    Encumbrance
means any charge, claim, condition, equitable interest, lien, option, pledge,
security interest, right of refusal or restriction of any kind, including any
restriction on use, voting, transfer, receipt of income or exercise of any other
attribute of ownership.

     

    Environmental
Attributes means any characteristic of the Facility related to its
benefits to the environment, including any avoided, reduced, displaced or
off-set emissions of pollutants to the air, soil or water such as sulfur
dioxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), mercury (Hg),
particulates, and any other pollutant that is now or may in the future be
regulated under federal, or local pollution control laws, regulations or
ordinances or any voluntary rules, guidelines or programs; and further include
any avoided emissions of carbon dioxide (CO2) and any other greenhouse gas (GHG)
that contributes to the actual or potential threat of altering the Earth's
climate by trapping heat in the atmosphere.

     

    Excluded
Liabilities has the meaning given in Section 14.2(d).

     

    Facility
means the approximately 600 MW Texas wind energy plant(s) and related assets to
be constructed and operated by the Company using wind turbines supplied by the
Turbine Supplier.

     

    Fair Market
Value and Fair Market Value
of the Company has the meaning given in Section 10.2.

     

    Fiscal Year
means each period commencing on January 1 of each year and ending on
December 31 of such year.

     

    GAAP means
U.S. generally accepted accounting principles, applied on a consistent
basis.

     

    Governmental
Authorization means any consent, license, permit or other authorization
issued, granted, given or otherwise made available by or under the authority of
any Governmental Body or pursuant to any Applicable Law.

     

    Governmental
Body means any governmental or quasi-governmental body exercising, or
entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory or taxing authority or power.  For all purposes of
this Agreement, neither Shenyang, nor any Affiliate thereof, shall be considered
a Governmental Body.

    


    
      
        
           


        

        
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    Grants
means any grants received as a consequence of an application by the Company,
including any grant under Section 1603 of the American Recovery and Reinvestment
Act of 2009.

     

    Insolvency
Proceeding has the meaning given in Section 8.2(g).

     

    Knowledge,
with respect to an individual, means “Knowledge” of a particular fact or other
matter if that individual is actually aware of that fact or other
matter.  A Person (other than an individual) will be deemed to have
“Knowledge” of a particular fact or other matter if any individual who is
serving as a director, officer, partner, member, manager or trustee of such
Person (or in any similar capacity) has, at the time with respect to which the
term is used, “Knowledge” of such fact or other matter (as set forth
above).

     

    Legal
Claim has the meaning given in Section 13.1(a).

     

    Levy has
the meaning given in Section 8.2(h).

     

    Liabilities
has the meaning given in Section 14.2(d).

     

    Member
means a Person who is or becomes a member of the Company as provided in this
Agreement.

     

    Member
Executive has the meaning given in Section 5.11(b).

     

    Member
Loan means any loan made by a Member to the Company for use in the
Business.

     

    Membership
Interest means all of a Member’s interest in the Company, including the
Member’s transferable interest and all management and other
rights.  The interest is generally expressed as a percentage of all
interests in the Company as determined in accordance with this
Agreement.

     

    Non-Default
Buy-Sell Closing has the meaning given in Section 9.3(c).

     

    Non-Default
Buy-Sell Closing Date has the meaning given in Section
9.3(c).

     

    Non-Defaulting
Member has the meaning given in Section 8.2.

     

    Notice of FMV
Objection has the meaning given in Section 10.4(a).

     

    O&M
Agreement means an Management, Operations and Maintenance Agreement
between the Company and TWM, providing certain management, operation and
maintenance services to the Company, to be entered into between the parties
thereto prior to March 31, 2010 or such other date as the Board of Directors may
determine.

     

    Offer has
the meaning given in Section 9.1.

    


    
      
        
           


        

        
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    Offeree
has the meaning given in Section 9.1.

     

    Offeror
has the meaning given in Section 9.1.

     

    Officer
means any officer of the Company appointed pursuant to Section 5.7.

     

    Order
means any award, decision, injunction, judgment, ruling or verdict entered,
issued, made or rendered by any Governmental Body or by any
arbitrator.

     

    Ordinary Course
of Business means an action taken by a Person only if it is consistent
with the past practices of that Person and is taken in the ordinary course of
the normal day-to-day operations of that Person; and, if undertaken by the
Company, only if it does not require approval by the Board of Directors or the
Members.

     

    Organizational
Documents means: (a) the articles or certificate of incorporation and the
bylaws of a corporation; (b) the partnership agreement and any statement of
partnership of a general partnership; (c) the limited partnership agreement and
the certificate of limited partnership of a limited partnership; (d) the
certificate of formation and limited liability company agreement of a limited
liability company; (e) any charter or similar document adopted or filed in
connection with the creation, formation, or organization of a Person; and (f)
any amendment to any of the foregoing.

     

    Percentage
Interests has the meaning given in Section 2.6.

     

    Person
means any person or entity of every kind and is to be construed as broadly as
possible.  Person includes any individual, corporation,
proprietorship, firm, partnership, limited partnership, limited liability
partnership, limited liability company (whether treated as a disregarded entity,
a partnership or a corporation for Tax purposes), trust, association or other
entity.

     

    Proceeding
means any action, arbitration, audit, examination, hearing, investigation,
litigation or suit (whether civil, criminal, administrative, investigative or
informal) commenced by or before, or otherwise involving, any Governmental Body
or arbitrator.

     

    Project
means the Facility, to be constructed and located in Upton, Pecos and Crockett
Counties, Texas.

     

    Project
Cost means the aggregate cost and expenses actually incurred by the
Company pursuant to the Definitive Agreements (other than the O&M
Agreement), the Developer Fee, and any other cost or expense incurred to
develop, construct and finance the Project as approved by the Board of
Directors; provided,
however, that any costs or expenses related to a particular Definitive
Agreement that exceed the projected costs and expenses at the time of the
entering into of such Definitive Agreement or otherwise payable by the Company
pursuant to the terms of such Definitive Agreement, must be approved by the
Board of Directors.

     

    Project
Loan means a project loan in an amount up to 100% of the projected
Project Cost from approved Chinese entities, or any other bank or financial
institution and approved by the Board of Directors, the proceeds of which will
primarily be used to fund payments under the Definitive Agreements (except for
the Development Services Agreement which will be funded by the Shenyang
Contributed Assets) and other approved Project Costs.

    


    
      
        
           


        

        
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    Project
Value means US$2,000,000,000.

     

    PTC means a renewable
electricity production credit within the meaning of Code § 45 of the Code or any
successor to such section.

     

    Regulatory
Allocations has the meaning given in Section 4.3 of Attachment
12.

     

    Representatives
has the meaning given in Section 16.5.

     

    Secured
Incentives means the aggregate
value of incentives received
by the Company including but not limited to the maximum principal amount of the
Project Loan, if a government loan guarantee is received pertaining thereto,
guarantees, tax credits, tax deferrals, property tax abatements, rebates and
holidays, renewable energy credits, carbon credits and other Environmental
Attributes, benefits, and Grants.

     

    Shenyang
means Shenyang Power Group Company Limited, a Chinese company.

     

    Shenyang
Contributed Assets has the meaning given in Section 2.5(a).

     

    Shenyang
Indemnified Person has the meaning given in Section
14.2(ii).

     

    Site has
the meaning given in Section 3.4.

     

    SPG Priority
Return has the meaning given in Section 4.3(e).

     

    Tax Amount
has the meaning given in Section 4.2(d).

     

    Tax Return
any report, declaration, return, claim for refund, information return or
statement relating to Taxes, including any schedule or attachment thereto and
any amendment thereof.

     

    Taxes
means all taxes, charges, fees, duties (including customs duties), levies or
other assessments, including income, gross receipts, net proceeds, ad valorem,
turnover, real and personal property (tangible and intangible), sales, use,
franchise, profits, excise, value added, stamp, alternative or add-or minimum,
leasing, lease, user, transfer, registration, fuel, excess profits,
occupational, premium, interest equalization, windfall profits, license,
payroll, employment, environmental, abandoned property, capital stock,
disability, severance, employee’s income withholding, other withholding,
unemployment, Medicare and Social Security taxes, which are imposed by any
Governmental Body, and such term shall include any interest, penalties or
additions to tax attributable thereto and any amounts payable pursuant to any
Contract relating to the sharing of any such Taxes.

     

    Trade
Secrets has the meaning given in Section 16.3(b).

     

    Transfer
has the meaning given in Section 6.1.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    Turbine Services
Agreement means the turbine services agreement between the Company and a
contractor selected by the Company, to be entered into between the parties
thereto prior to March 31, 2010 or such other date as the Board of Directors may
determine.

     

    Turbine
Supplier means Shenyang (Ruixiang) Lucky Wind Power Equipments Co., Ltd.,
a Chinese company.

     

    Turbine Supply
Agreement means the turbine supply agreement between the Company and
Turbine Supplier, to be entered into between the parties thereto prior to March
31, 2010 or such other date as the Board of Directors may
determine.

     

    TWM means
Texas Wind Management LLC, a Texas limited liability company.

     

    United States
Person means a “United States person” within the meaning set forth in
Section 7701(a)(30) of the Code.

     

    USREG Wind
means United States Renewable Energy Group Wind Partners I, LLC, a Delaware
limited liability company.

     

    USREG Wind
Contributed Assets has the meaning given in Section 2.5(a).

     

    USREG Wind
Contribution Agreement means the Contribution Agreement of even date
herewith whereby USREG Wind agrees to contribute certain assets to the
Company.

     

    USREG Wind
Indemnified Person has the meaning given in Section
14.3(ii).

     

    1.2           Rules
of Construction.

     

    For
purposes of this Agreement:

     

    (a)           The
phrase “breach of a representation” includes a misrepresentation and the failure
of a representation to be accurate when made.

     

    (b)           “Including”
and any other words or phrases of inclusion will not be construed as terms of
limitation, so that references to “included” matters will be regarded as
non-exclusive, non-characterizing illustrations.

     

    (c)           “Copy”
or “copies” means that the copy or copies of the material to which it relates
are true, correct and complete.

     

    (d)           When
“Article,” “Section,” “Exhibit,” or “Attachment” is capitalized in this
Agreement, it refers to an article, section, exhibit or attachment of or to this
Agreement.

     

    (e)           “Will”
has the same meaning as “shall” and, thus, connotes an obligation and an
imperative.

     

    (f)           Titles
and captions of or in this Agreement, the cover sheet and table of contents of
this Agreement, and language in parenthesis following Section references are
inserted only as a matter of convenience and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any of its
provisions.

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    (g)           Whenever
the context requires, the singular includes the plural and the plural includes
the singular, and the gender of any pronoun includes the other
gender.

     

    (h)           Each
exhibit and schedule referred to in this Agreement and each attachment to any of
them or this Agreement is hereby incorporated by reference into this Agreement
and is made a part of this Agreement as if set out in full in the first place
that reference is made to it.

     

    (i)           Any
reference to any statutory provision includes each successor provision and all
Applicable Laws as to that provision.

     

    (j)           Acknowledging
that the Parties have participated jointly in the negotiation and drafting of
this Agreement, if an ambiguity or question of intent or interpretation arises
as to any aspect of this Agreement, then it will be construed as if drafted
jointly by the Parties and no presumption or burden of proof will arise favoring
or disfavoring any Member by virtue of the authorship of any provision of this
Agreement.

     

    Article
2                      Establishment
of the Company

     

    2.1           Establishment
of the Company.

     

    (a)           Generally.  The
Company was formed on December 10, 2009, by the filing of a Certificate of
Formation with the office of the Secretary of State of the State of
Delaware.  Walter Hornaday is designated as authorized representative
with the meaning of the meaning of the DLLCA to the execute and deliver the
Certificate of Formation for the Company, and the Members hereby ratify such
execution and delivery.  The Members hereby continue the Company
pursuant to the Delaware Limited Liability Company Act, Del.  Code
Ann.  tit.  6, § 18–101 et seq.  (1992) (the
“DLLCA”).  This
Agreement amends, restates and supersedes that certain limited liability company
agreement of the Company dated as of December 10, 2009.

     

    (b)           Applicability of the
DLLCA.  To the extent that a Member’s rights and obligations
with respect to, and the administration, dissolution, liquidation and
termination of, the Company are not set forth in this Agreement, they will be
governed by the DLLCA.  To the extent that this Agreement contains a
provision contrary to a DLLCA provision that permits its being overridden by a
limited liability company agreement, that DLLCA provision is overridden by such
contrary provision in this Agreement whether or not specific reference is made
to the overridden provision of the DLLCA.

     

    (c)           Purpose; the
Business.  The purpose of the Company is to construct the
Facility and to operate and manage the Facility prior to its disposition, and to
engage in the Business.  Consistent with the foregoing, the Company
may: (i) exercise all other powers necessary to or reasonably connected with the
Business that may be legally exercised by limited liability companies under the
DLLCA; and (ii) engage in all activities necessary, customary, convenient, or
incident to any of the foregoing.

    


    
      
        
           


        

        
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    (d)           No Personal Liability of
Members.  No Member, Director, Officer, employee or agent will
have any personal liability to third parties for any debt, obligation, liability
or loss of the Company, all as provided in the DLLCA.

     

    (e)           Waiver of
Rights.  Each Member hereby expressly waives, on behalf of
itself and its successors and assigns, any and all rights to dissolve, terminate
or liquidate, or to petition a court for the partition, dissolution, termination
or liquidation of the Company, except as provided in this
Agreement.

     

    (f)           Limited Right to
Resign.  No Member may resign except with the consent of the
non-resigning Members (which may be withheld for any reason or for no
reason).  Any resignation by a Member in violation of this Section
2.1(f) is a Default Event under Section 8.2 (Default Events).  The
amount, if any, of any distribution that a resigning Member is entitled to
receive upon resignation will be determined by Members owning a majority of the
Membership Interests.  The foregoing expressly override the contrary
provisions of DLLCA § 18–604 as to distributions upon resignation.

     

    (g)           No Cessation of Membership
upon Event of Bankruptcy.  Without limiting the rights of a
Non-Defaulting Member under Article 8 (Dissolution and Other Rights Upon
Default), a Member will not cease to be a Member of the Company upon the
happening of any of the events set forth in DLLCA § 18–304.

     

    2.2           Name.  The
name of the Company is “Texas A
Wind LLC.”  The Members hereby authorize the name of the
Company to be changed to “Texas
Big A Wind LLC” or such other name as the Board of Directors may
approve.

     

    2.3           Term.  The
Company commenced on the date of its formation and will continue until it is
dissolved in accordance with this Agreement and the DLLCA.

     

    2.4           Representations
and Warranties.  As
of the Effective Date, USREG Wind makes the representations and warranties set
forth in Attachment 2.4-A, and, as of the Effective Date, Shenyang makes the
representations and warranties set forth in Attachment
2.4-B.  SHENYANG ACKNOWLEDGES AND AGREES THAT THE ONLY REPRESENTATIONS
AND WARRANTIES MADE BY USREG WIND ARE THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN ATTACHMENT 2.4-A, AND SHENYANG HAS NOT RELIED UPON ANY OTHER
REPRESENTATIONS, WARRANTIES OR OTHER INFORMATION MADE OR SUPPLIED BY OR ON
BEHALF OF USREG WIND OR BY ANY AFFILIATE OR REPRESENTATIVE OF USREG
WIND.  USREG WIND ACKNOWLEDGES AND AGREES THAT THE ONLY
REPRESENTATIONS AND WARRANTIES MADE BY SHENYANG ARE THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN ATTACHMENT 2.4-B, AND USREG WIND HAS NOT RELIED UPON ANY
OTHER REPRESENTATIONS, WARRANTIES OR OTHER INFORMATION MADE OR SUPPLIED BY OR ON
BEHALF OF SHENYANG OR BY ANY AFFILIATE OR REPRESENTATIVE OF
SHENYANG.

     

    


    
      
        
           


        

        
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    2.5           Deliveries
and Commitments.

     

    (a)           Deliveries By USREG
Wind.  As contemplated by the USREG Wind Contribution
Agreement, on the Closing Date, USREG Wind will deliver to the Company its
capital contribution to the Company, consisting of the assets listed in the
USREG Wind Contribution Agreement (the “USREG Wind
Contributed Assets”).  USREG Wind shall also deliver copies of
the assignments and conveyances of such assets from the Person who holds title
to them as of the Effective Date to USREG Wind.

     

    (b)           Deliveries By
Shenyang.  On the Closing Date, Shenyang will deliver to the
Company its capital contribution to the Company equal to the sum of
US$40,000,000 in cash (the “Shenyang
Contributed Assets”).  Such amount shall be delivered by wire
transfer of immediately available funds to:

     

    Texas A
Wind LLC

    ComericA
Bank-Austin, Texas

    ABA
Routing#111000753

    Account#1881336372

    Bank
Contact: Mark Ruether

    Bank
Phone 512-472-8216

     

    (c)           Termination if Contributions
Not Made.  In the event that the Shenyang Contributed Assets
are not received by the Company and the USREG Wind Contributed Assets are not
received by the Company and the Closing Date has not occurred by 5:00 p.m.,
Central Time on December 28, 2009, then, either Party, by notice to the other
Party, may terminate this Agreement as its sole and exclusive remedy in
connection with non-occurrence of the Closing Date.

     

    2.6           Membership
Interests.  As
of the Effective Date, the respective percentage interests (the “Percentage
Interests”) of the Members shall be as set forth on Attachment
2.6.  Any other changes to such Percentage Interests will occur only
(i) by amendment to this Agreement, (ii) by an assignment of a Membership
Interest permitted by this Agreement upon and following the admission of the
assignee as a Member pursuant to the terms of this Agreement, or (iii) by the
issuance of additional Membership Interests in accordance with the terms of this
Agreement.  Such changes will be effective upon the effective date of
such change and the Company’s books will be closed as of such effective date so
that allocations and distributions in accordance with Article 4 can be made to
reflect such change in Percentage Interests.

     

    2.7           Company
Obligations & Rights.

     

    (a)           Generally.  The
Members will use commercially reasonable efforts to cause the Company to fulfill
its obligations in this Agreement.  The Company may, as a third party
beneficiary or otherwise, independently enforce its rights under this Agreement,
including those under Article 14 (Indemnification) and Article 16
(Confidentiality).

    


    
      
        
           


        

        
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    (b)           Actions by
Company.  Notwithstanding any provision to the contrary in this
Agreement or under Applicable Law, any action by the Company to enforce its
rights under this Agreement may be maintained by any Member at such Member’s
discretion.

     

    2.8           Expenses.   The
Company shall not be responsible for the expenses incurred by either Member in
fulfilling its obligations under Section 2.5(a) and 2.5(b) or the Definitive
Agreements or incurred in the negotiation or drafting of this Agreement; such
expenses shall be the obligation of the Member that incurs such
expenses.  Authorized Expenses incurred under the Development Services
Agreement shall be an expense of the Company to be paid for out of the assets of
the Company.

     

    Article
3                      Capital
Contributions

     

    3.1           Initial
Capital Contributions.  Immediately
after the capital contributions required pursuant to Section 2.5(a) and 2.5(b),
the Capital Account of each Member shall equal the amount or value of such
Member’s Contributed Assets, which the Member’s agree are as set forth on
Attachment 3.1.

     

    3.2           Additional
Capital Contributions.  Each
Member will make additional capital contributions (“Additional
Capital Contributions”) to the Company only in the amounts and at the
times (x) set forth in the Business Plan as it may be amended from time to time
and as may be approved by the Board of Directors and (y) specifically approved
by each Member in its sole and absolute discretion, regardless of any proposed
plan for contribution set forth in any Business Plan.  Neither Member
is otherwise required to contribute capital to the
Company.  Notwithstanding another provision of this Agreement to the
contrary, USREG Wind does not expect to and will not contribute additional
capital to the Company.

     

    3.3           No
Withdrawal of or Payment of Interest on Capital.  No
Member will have any right to withdraw or make a demand for withdrawal of all or
any portion of its Capital Account.  No interest or additional share
of profits as a payment on capital will be paid or credited to the Members on
their Capital Accounts.

     

    3.4           Development
Studies, etc.

     

    The
Company shall develop:

     

    (a)           a
detailed study of the wind resources available for the Project, prepared by an
independent and qualified wind engineer based on at least two years’ wind
performance data.  The wind engineer shall also propose preliminary
site locations for the wind turbine towers and related facilities for the
Project (the “Site”)
based on the results of such study and consultations with the Turbine
Supplier;

     

    (b)           a
survey of the relevant real property by an independent and qualified wind
project site surveyor.  The survey will, among other things, (i)
determine the legal rights to the Site of landowners expected to enter into
lease agreements with the Company, (ii) propose a specific initial site plan for
the Project and (iii) identify any necessary easements or related rights
necessary the siting, construction and operation of the Project and as
determined by the Parties;

    


    
      
        
           


        

        
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    (c)           an
assessment by an independent and qualified real estate appraiser to assess the
approximate current market value of the land to be leased for the Site (prior to
the construction and operation of the Project);

     

    (d)           a
preliminary environmental assessment of the Site (prior to the construction and
operation of the Project) by an independent and qualified environmental
consultant.  The environmental assessment will include the current
compliance status of the Site under all applicable environmental laws and
identify the specific local, state and federal governmental permits and
approvals that (i) have already been obtained and (ii) would additionally be
required for the siting, construction and operation of the Project;
and

     

    (e)           a
preliminary interconnection and power marketing study from an independent and
qualified energy consultant.  The study will (i) identify requirements
for interconnection between the Project and the local electrical utility
transmission grid, (ii) determine any necessary grid capacity upgrades for such
interconnection and (iii) recommend a commercial strategy for power sales,
either on a merchant basis or under long-term power sales
contracts.

     

    Unless
the Board of Directors otherwise directs, the foregoing development studies will
be conducted pursuant to the terms of the Development Services
Agreement.

     

    3.5           TSA.  The
Members acknowledge that it may be desirable to negotiate, execute and deliver
the Turbine Supply Agreement in order to apply for a Project
Loan.  Accordingly, the Company is expected to attempt to negotiate,
execute and deliver the Turbine Supply Agreement, on such terms and conditions
as the Board of Directors may approve, promptly following the Closing
Date.

     

    3.6           Member
Loans.  Subject to approval of the Board of Directors pursuant to
Section 5.7, a Member may make a loan to the Company on such terms and
conditions as may be acceptable to the Member and to the Company, but no Member
shall be obligated to make any Member Loan.

     

    Article
4                      Allocation
of Profits and Losses; Distributions

     

    4.1           Allocation
of Profits and Losses.  Each
Member will share in the Company’s profits and losses in the manner set forth in
Section 4 of Attachment 12.

     

    4.2           Definitions.

     

    (a)           Cash Flow from
Grants.  “Cash Flow from
Grants” means all net cash available to the Company from the
Grants.

     

    (b)           Cash Flow from
Operations.  “Cash Flow from
Operations” means all net cash available to the Company from its Ordinary
Course of Business.

     

    (c)           Cash Flow from Sale of
Company.  “Cash Flow from
Sale of Company” means all net cash available to the Company from the
sale of all or substantially all of the Company’s assets or other form of sale
or disposition of the Company or its assets.

    


    
      
        
           


        

        
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    (d)           Tax
Amount.  The “Tax
Amount” is (A) the product of (i) the Effective Tax Rate, and (ii) the
Company’s Cumulative Net Taxable Income as determined from time to time less (B)
the cumulative amount distributed pursuant to Section 4.3(a)(i).  For
purposes of the foregoing:

     

    (i)           Effective Tax
Rate.  The “Effective Tax
Rate” is the highest U.S.  corporate income tax rate for that
year (which is imposed under Code § 11 and which currently is 35%) plus the
federal tax-effected state and local income tax rate in effect at the principal
office of the Company.

     

    (ii)           Cumulative Net Taxable
Income.  The “Cumulative Net
Taxable Income” is determined at the end of the Company’s Fiscal Year
with respect to which the Tax Amount is to be determined and is the sum of all
taxable income for the current and all prior Fiscal Years reduced by the sum of
all taxable losses for the current and all prior Fiscal Years.

     

    4.3           Distributions.  The
timing and priority of distributions depend on the type of monies to be
distributed, and will be governed by this Section 4.3.

     

    (a)           General
Distributions.

     

    (i)           Distribution of Tax
Amount.  At least ten Business Days before each date when a
U.S. corporate estimated quarterly income tax payment is due, the Company shall
distribute, from and to the extent of Cash Flow from Operations, to each Member
its share of the Tax Amount estimated by the Company to have accrued during the
estimated tax period before the distribution date.  No later than 65
days after the end of the Company’s Allocation Year, the Company shall
distribute to each Member its share of any previously unpaid Tax Amount for such
Allocation Year.  Distributions to a Member pursuant to this Section
4.3(a)(i) shall be deemed an advance of any other distributions due to such
Member pursuant to this Section 4.3 and shall reduce such other distributions
accordingly.

     

    (ii)           Net of
Expenses.  All cash flows defined in Section 4.2 represent the
amount of cash remaining after payment of current expenses and service of any
liabilities, debts or obligations (including payments due on the Project Loan,
which may be distributed to Shenyang to make such payments in the event that
Shenyang is the named borrower under the Project Loan) of the
Company.

     

    (iii)           Reserves.  The
Board of Directors shall establish reserves from all streams of distributions
for:

     

    (A)           contingent
or unforeseen obligations, debts or liabilities of the Company, as the Board of
Directors deems reasonably necessary, including Developer Fees;

     

    (B)           amounts
required by any Contracts of the Company; and

    


    
      
        
           


        

        
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    (C)           such
other purposes as decided upon by the Board of Directors.

     

    (b)           Cash Flow from
Grants.  Cash Flow from Grants shall be applied or used in
accordance with the Business Plan in effect from time to time.

     

    (c)           Cash Flow from
Operations.  Subject to Section 4.3(e), Cash Flow from
Operations shall be distributed to the Members in proportion to their Percentage
Interests at the time of such distribution.

     

    (d)           Cash Flow from the Sale of
the Company.  Subject to Section 4.3(e), Cash Flow from the
Sale of the Company shall be distributed to the Members (in the case of the sale
of the assets of the Company) or received by the Members (in the case of the
sale of their Membership Interests) in proportion to their Percentage Interests
at the time of such distribution.

     

    (e)           Priority Return to
Shenyang.   Cash Flow from Operations and Cash Flow from
the Sale of the Company shall be distributed first to Shenyang, until such time
as Shenyang has received an amount equal to $12,970,588.24 (the “SPG Priority Return”)
and thereafter pursuant to Section 4.3(c) and 4.3(d).

     

    4.4           No
Priority.  Except
as provided in Section 4.3 and 5.5 and otherwise provided in this Agreement, no
Member shall have priority over any other Member as to the return of capital,
allocation of income or losses, or any distribution.

     

    4.5           Other
Distribution Rules.  Subject
to the proviso in Section 11.3(d) and the flush language in Section 11.3 (which
applies upon a dissolution of the Company), no Member shall have the right to
demand and receive property other than cash in payment for its share of any
distribution.  Distribution of non-cash property may be made with the
consent of both Members.  The preceding sentence expressly overrides
the contrary provisions of DLLCA § 18–605 as to non-cash
distributions.

     

    4.6           Liquidating
Distribution Provisions.  Subject
to Section 4.4 and Section 11.3(d) and the flush language in Section 11.3 (which
applies upon a dissolution of the Company), distributions made upon liquidation
of a Membership Interest (other than distributions made upon liquidation in
connection with a dissolution of the Company) shall be made in accordance with
the positive Capital Account balance of the Member after taking into account all
Capital Account adjustments for the Company’s Allocation Year during which the
liquidation occurs.

     

    4.7           Distribution
Policy.  The
timing of any of the foregoing distributions shall be determined by the Board of
Directors.

     

    4.8           Limitation
upon Distributions.  No
distribution shall be made to Members if prohibited by DLLCA § 18–607 or other
Applicable Law.

     

    
      
        
           


        

        
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    Article
5                      Management

    


    5.1           Board
of Directors.


     

    (a)           Directors.  The
business and affairs of the Company will be managed exclusively by or under the
direction of a committee (the “Board of
Directors”) consisting of seven individual managers (each a “Director”).  Except
for the right to appoint a delegate in Section 5.2(e) (Delegation) and for the
delegation of authority to Officers provided in Section 5.9 (Other Officers and
Employees), no Director may delegate his rights and powers to manage and control
the business and affairs of the Company.  The foregoing expressly
override the contrary provisions of DLLCA § 18–407.

     

    (b)           Initial Appointment;
Replacement.  USREG Wind will appoint four Directors and
Shenyang will appoint three Directors. The initial appointments by each Member
are as follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            USREG
    Wind

                                          	 	
                                            Shenyang

                                          
	 	 	 
	
                                            Mr.
      Cappy McGarr

                                          	 	
                                            As designated by Shenyang prior to the Closing
      Date

                                          
	 	 	 
	
                                            Mr.
      Ed Cunningham

                                          	 	
                                            As designated by Shenyang prior to the Closing
      Date

                                          
	 	 	 
	
                                            Mr.
      Walter Hornaday

                                          	 	
                                            As designated by Shenyang prior to the Closing
      Date

                                          
	 	 	  
	
                                            Mr.
      Joseph Stark

                                          	 	 
      
	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    By
written notice to the other Member and Directors, a Member may in its sole
discretion remove and replace with or without cause any of its appointed
Directors with other individuals.  A Director may be an officer or
employee of a Member or of an Affiliate of a Member.  Each Director
will serve on the Board of Directors until his successor is appointed or until
his earlier death, resignation or removal.

     

    (c)           Compensation and Expenses of
Directors.  Each Member will pay the expenses of the Directors
it appoints that are incurred by such Directors in connection with their service
as Directors.  Directors shall not be entitled to any compensation
from the Company.

     

    (d)           Right to Rely on Director
Certificate.  Any Person dealing with the Company may rely
(without duty of further inquiry) upon a certificate signed by any Director as
to (i) the identity of any Director or Member, (ii) the existence or
nonexistence of any fact or facts that constitute a condition precedent to acts
by the Board of Directors or that are in any other manner germane to the affairs
of the Company, (iii) the Persons who are authorized to execute and deliver any
instrument or document of the Company, or (iv) any act or failure to act by the
Company or any other matter whatsoever involving the Company, any Director or
any Member.

     

    (e)           No Authority of Members to
Act on Behalf of the Company.  Except as otherwise specifically
provided in this Agreement, no Member will act for, deal on behalf of, or bind
the Company in any way other than through its representatives (acting as such)
on the Board of Directors.

    


    
      
        
           


        

        
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    5.2           Board
of Directors Meetings.

     

    (a)           Meetings.  The
Board of Directors will hold meetings at such time and place as it
determines.  Any Director or the Chair may call a special meeting of
the Board of Directors by giving the notice specified in Section
5.2(f).

     

    (b)           Chair.  The
chairperson of the Board of Directors (“Chair”)
will be one of the Directors who are appointed by Shenyang.  The
initial Chair is Mr. Jinxiang Lu.  The Chair will preside at all
meetings of the Board of Directors.

     

    (c)           Participation.  Directors
may participate in a meeting of the Board of Directors by conference video or
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.  Such participation
will constitute presence in person at the meeting.

     

    (d)           Written
Consent.  Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting upon the
written consent of the number and identity of Directors otherwise required to
approve such matter at a Board of Directors meeting.  Each Director
will be given a copy of the written consent promptly after the last required
signature is obtained.  A copy of the consent will be filed with the
minutes of Board of Directors meetings.

     

    (e)           Delegation.  Each
Director has the right to appoint, by written notice to the other Directors, any
individual as his delegate.  That delegate may attend meetings of the
Board of Directors on his behalf and exercise all of such Director’s authority
for all purposes until the appointment is revoked.

     

    (f)           Notice.  Written
notice of each special meeting of the Board of Directors will be given to each
Director at least three Business Days before the meeting and will identify the
items of business to be conducted at the meeting.  No business other
than those items listed in the notice may be conducted at the special meeting,
unless otherwise expressly agreed by all the Directors.  The notice
provisions of this Section may be waived in writing and will be waived by a
Director’s attendance at the meeting, unless the Director at the beginning of
the meeting or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.

     

    5.3           Voting
of Directors; Quorum.

     

    (a)           Generally.  Each
Director will have one vote, subject to Section 5.3(b).  Except as
otherwise provided in Section 5.4, all actions by the Board of Directors will
require the approval of a majority of the Directors present at a meeting at
which a quorum exists.

     

    (b)           Quorum.  Four
Directors will constitute a quorum for the transaction of business, unless (i) a
duly called meeting is adjourned because (A) none of the Directors appointed by
a Member attends that meeting and (B) none of the Directors appointed by that
Member attends a meeting duly called as to the same items of business of the
adjourned meeting by notice given within one day after the adjournment of that
first meeting and (ii) notice of both meetings complied with Section 5.2(f). In
such event, three Directors will constitute a quorum for the transaction of
business.

    


    
      
        
           


        

        
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    5.4           Actions
Requiring Board of Directors Approval—Major.  The
following actions require the approval of both (1) a majority of the Directors
present at a meeting at which a quorum exists and otherwise in accordance with
Section 5.3 and (2) at least one Director appointed by each Member, except where
three Directors are permitted to act pursuant to Section 5.3(b):

     

    (a)           amendment
of this Agreement;

     

    (b)           admission
of additional Members;

     

    (c)           approval
of any new Business Plan or material modification of an existing Business
Plan;

     

    (d)           the
entering into of any loan or other borrowing arrangement, including the Project
Loan, other than Member Loans (approved pursuant to Section
5.7(f));

     

    (e)           the
entering into of any material contract, including the Definitive Agreements,
other than those contemplated by the Development Services Agreement and those
that are specifically set forth in and approved in the Business
Plan;

     

    (f)           merger
or combination of the Company with or into another Person;

     

    (g)           sale
or other disposition of all or substantially all of the Company’s assets; provided, however,
this action shall not be included in this Section 5.4 in the event of a
dissolution and liquidation pursuant to Section 7.3;

     

    (h)           any
material change in the Business, in particular, entering a new line of business
or a new business location;

     

    (i)           any
material change in accounting or tax policies of the Company;

     

    (j)           conversion
of the Company to another form of legal entity;

     

    (k)           entering
into or amending the terms of any transaction or series of transactions between
the Company and any Member, any Affiliate of a Member, or any Director or
Affiliate of a Director; and

     

    (l)           approval
of any Funding Request (as defined in the Development Services Agreement) in
excess of $1,750,000 with respect to any particular line item in Exhibit A to
the Development Services Agreement.

    


    
      
        
           


        

        
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    5.5           Developer
Fee.  The
Company shall pay each Member a developer fee (the “Developer
Fee”) equal to the product of its Percentage Interest and 20% of the
Project Value.   The Company shall pay to Cielo for the account
of USREG Wind (x) on the Closing Date, an initial installment of the Developer
Fee in the amount of $10,125,000 and (y) on March 1, 2010, a second installment
of the Developer Fee in the amount of $3,375,000  (collectively, the
“Initial
Developer Fee”) pursuant to the Development Services
Agreement.  The unpaid balance of the Developer Fee shall be due and
payable to the Members at such time as they may specifically determine; provided, however,
that such payment may be made from loan proceeds or from any source available to
the Company, including but not limited to capital contributions, revenue, loan
proceeds, Grants, rebates and Secured Incentives.  For the avoidance
of doubt, the Developer Fee shall be considered an expense of the Company, and
the payment of the Developer Fee shall not be considered a distribution to each
Member.  The Parties agree that any accrued but unpaid Developer Fee
owed to USREG Wind shall be the Company’s most senior debt, regardless of any
third-party agreements that state otherwise, until such fees are discharged in
full and must be discharged before the discharge of any other debt obligation or
distribution of any kind.

     

    5.6           Contracts
with Members.  By
action of the Board of Directors pursuant to Section 5.4(k), the Company may
enter into Contracts with a Member or any of its members, employees, agents, or
Affiliates.  The validity of any transaction, agreement or payment
involving the Company and a Member or its Affiliate will not be affected by
reason of the relationship between the Company and the Member, member, employee,
agent or Affiliate of the Member.  Specifically, the Company intends
to enter into certain of the Definitive Agreements with Shenyang or its
Affiliates and with Affiliates of Cielo Wind Power, LP.

     

    5.7           Actions
Requiring Board of Directors Approval— Other.  The
following actions require the approval of (1) a majority of the Directors
present at a meeting at which a quorum exists and otherwise in accordance with
Section 5.3 (Voting of Directors; Quorum), but (2) not the separate approval of
at least one Director appointed by each Member:

     

    (a)           any
change in the Company’s auditors (if the new auditor will be an independent,
nationally recognized accounting firm);

     

    (b)           any
change in the Business Plan that does not require approval under Section
5.4(c);

     

    (c)           any
establishment of reserves under Section 4.3(a)(iii) (Reserves) and other
applicable provisions of this Agreement;

     

    (d)           the
acquisition or disposition of any interest in any other business or the
participation in any increase or reduction of capital of any other business that
is within the budget and consistent with the Business Plan;

     

    (e)           the
lending or advancing of any monies, including the guaranteeing or indemnifying
of any indebtedness, liability or obligation of any Person, in an amount in
excess of $500,000 outstanding at any time (other than the granting of trade
credit and other than in the Ordinary Course of Business as established in the
then-current budget, which shall not require further approval from the Board of
Directors);

     

    (f)           the
entering into of any Member Loan and the borrowing thereunder for any aggregate
principal amount outstanding at any time not to exceed Three Million Dollars
($3,000,000); and

    


    
      
        
           


        

        
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    (g)           the
creation of, the permitting to exist for more than 15 days of, or the assumption
of any Encumbrance upon Company assets that have an aggregate value in excess of
10% of the aggregate value of the Company’s total assets; provided, however,
that the renewal of existing Encumbrances is not included in this
limitation.

     

    5.8           Chief
Executive Officer.

     

    (a)           Appointment.  The
initial chief executive officer (“CEO”) and
subsequent CEOs will be appointed by USREG Wind.  The CEO may be an
officer or employee of a Member or its Affiliate.  The initial CEO
shall be Walter Hornaday.  In the event of the resignation or removal
of the then current CEO, USREG Wind shall promptly appoint a replacement
CEO.

     

    (b)           Term.  The
CEO will hold office until his death, resignation or removal.  The CEO
may be removed with or without cause by USREG Wind.

     

    (c)           Authority.  Subject
to the power and authority of the Board of Directors to revoke or modify the
following or to direct the actions of the CEO, the CEO has responsibility and
authority for:

     

    (i)           operating
and managing the day-to-day business and affairs of the Company in a manner
consistent with the Business Plan and then-current budgets;

     

    (ii)           proposing
revisions to the Business Plan or budget for submission to the Board of
Directors for approval;

     

    (iii)           implementing
the Business Plan and budget as approved by the Board of Directors;

     

    (iv)           making
any non-material changes to or taking actions that would constitute a
non-material deviation from the Business Plan or budget; and

     

    (v)           executing
bonds, mortgages or other contracts or instruments on behalf of the
Company.

     

    The CEO
will keep the Board of Directors informed of his actions.

     

    5.9           Other
Officers and Employees.  All appointments of other Officers, if any,
will be made by the Board of Directors based on the most qualified candidate for
the office regardless of whether that individual is or was employed by a Member
or any Affiliate.

     

    (a)           Authority.  Each
Officer has the power and authority assigned to such Officer by the Board of
Directors.  Each Officer will be subject to the direction of the CEO
unless, and to the extent that, the Board of Directors directs that he report to
it.

    


    
      
        
           


        

        
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    (b)           Term.  Each
Officer will hold office until his death, resignation or removal.  Any
Officer may be removed with or without cause at any time by the CEO or the Board
of Directors; provided, however, an
Officer subject to appointment by a Member pursuant to Section 5.1(b) may be
removed only with the written consent of the appointing Member.

     

    (c)           Employees.  The
Company will not have any employees.

     

    5.10           Business
Plan.

     

    (a)           Initial Business
Plan.  The initial business plan (“Business
Plan”) is attached to this as Attachment 5.10.  The Members
intend that the Business Plan be reviewed or modified, as applicable, prior to
March 31, 2010 and thereafter at least annually.  At least 120 days
before the beginning of each Fiscal Year, the CEO will deliver to the Board of
Directors any proposed modifications in the Business Plan.  The
Business Plan shall contain a budget and a projected timeline for the
development of the Facility.

     

    (b)           Budget
Contents.  The budget will include:

     

    (i)           a
projected income statement, balance sheet and operational and capital
expenditure budgets for the forthcoming Fiscal Year;

     

    (ii)           a
projected cash flow statement showing in reasonable detail: (A) the projected
receipts, disbursements and distributions; (B) the amounts of any corresponding
projected cash deficiencies or surpluses; and (C) the amounts and due dates of
all projected calls for Additional Capital Contributions, if any, for the
forthcoming Fiscal Year; and

     

    (iii)           such
other items requested by the Board of Directors.

     

    The
Development Services Agreement contains the approved plan for the expenditure of
all of the funds available to the Company to refine and improve the initial
Business Plan and no further budget is required for such amounts or
actions.

     

    (c)           Consideration of Proposed
Plans.  Each proposal to continue or modify the Business Plan
will be considered for approval by the Board of Directors at least 90 days
before the beginning of the Fiscal Year to which it pertains.  The
Board of Directors may revise the proposed Business Plan or direct the CEO to
submit revisions to the Board of Directors.

     

    (d)           Continuation of Existing
Business Plan.  Until a revised Business Plan is approved, the
Company will be managed consistently with the last Business Plan approved by the
Board of Directors, adjusted as necessary to reflect the Company’s contractual
obligations and other changes that result from the passage of time or the
occurrence of events beyond the control of the Company.

     

    
      
        
           


        

        
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      5.11           Dispute
Resolution Procedures.



    (a)           Failure to Approve Actions
Requiring Special Approval by Board of Directors.  If the Board
of Directors has disagreed regarding modifications to the then-current Business
Plan and the disagreement has not been resolved at least ten Business Days
before the beginning of the next Fiscal Year or (ii) any other action listed in
Section 5.4 (Actions Requiring Board of Directors Approval—Major) when properly
submitted to it for a vote (either of which, a “Business
Dispute”), then the Directors will consult and negotiate with each other
in good faith to find a mutually agreeable solution.  If the Directors
do not reach a solution within ten Business Days from the date the disagreement
occurred and the failure to reach a solution, in a Member’s judgment, materially
and adversely affects the Company, then that Member may give notice to the other
Member initiating the procedures under this Section (a “Dispute
Notice”).

     

    (b)           Consideration by Member
Executives.  Within two Business Days after the giving of the
Dispute Notice, the Business Dispute will be referred by the Directors to the
senior executive of each Member to whom the respective Directors report (each a
“Member
Executive”) in an attempt to reach resolution.  If the Member
Executives are unable to resolve the Business Dispute within ten Business Days
after the date of the Dispute Notice, or such longer period as they may agree in
writing, then they will refer the Business Dispute to the chief executive
officer of each Member.  The chief executive officers will meet in
person (face-to-face), consult and negotiate with each other in good
faith.  If they are unable to agree within twenty Business Days of the
date of the Dispute Notice, then they will adjourn such attempts for a further
period of five Business Days during which no meeting will be held.  On
the first Business Day following such period, the chief executive officers of
the Members will meet again in an effort to resolve the Business Dispute until
such Business Dispute is resolved.  In the event that the chief
executive officers of the Members are unable to resolve the Business Dispute
within three Business Days, either Member may cause the Business Dispute to be
submitted to binding arbitration pursuant to Section 13.2.

     

    5.12           Standard
of Conduct.

     

    (a)           Generally.  A
Director and each Officer, in managing the business or affairs of the Company,
will discharge his duties:

     

    (i)           in
a manner he believes in good faith to be in the best interests of the
Company;

     

    (ii)          in
a manner he believes in good faith to represent the care an ordinarily prudent
person in a like position would exercise under similar
circumstances;

     

    (iii)         in
good faith reliance on the provisions of this Agreement;

     

    (iv)         without
intentional misconduct or a knowing violation of law; and

     

    (v)      
   without engaging in any transaction for which he receives a
personal benefit in violation or breach of any provision of this
Agreement.

     

    Except
for the implied contractual covenant of good faith and fair dealing under
applicable Delaware law, no Director or Officer has any other duty to the
Company, any Member or any other Person.

    


    
      
        
           


        

        
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    (b)           Limitations.  Notwithstanding
the foregoing Subsection (a), a Director or Officer (i) does not violate a duty
or obligation under this Agreement or under Applicable Law because the
Director’s or Officer’s conduct furthers the interest of a Member (including in
the case of a Director, the Member that designated the Director, the Members
each acknowledging that each Member has appointed a Director with the
expectation that such Director will represent and serve the interest of the
Member appointing him) and (ii) without limiting the foregoing clause (i), has
no duty or obligation to consider any interest of or affecting the Company, any
Member or any other Person.

     

    (c)           No Duty of
Members.  No Member has any duty to the Company or any Member
solely by reason of acting in its capacity as a Member, except to refrain from
(i) any act or omission that constitutes a bad faith violation of the implied
contractual covenant of good faith and fair dealing and (ii) any transaction in
which the Member receives a personal benefit in violation or breach of any
provision of this Agreement.  Thus, without limiting the foregoing, a
Member (A) does not violate any duty or obligation under this Agreement or under
Applicable Law because the Member’s conduct furthers its interest and (B) has no
duty or obligation to consider any interest of or effect on the Company or any
other Person. No Member shall be required to act hereunder as its sole and
exclusive business activity, and any Member may have other business interests
and engage in other activities in addition to those relating to the
Company.  Neither the Company nor any Member shall have any right by
virtue of this Agreement in or to any other interests or activities or to the
income or proceeds derived therefrom.  Except as set forth herein, a
Member may transact business with the Company and, subject to applicable laws,
has the same rights and obligations with respect thereto as any other Person. No
transaction between a Member and the Company shall be voidable solely because a
Member has a direct or indirect interest in the transaction if the number of
Members as required under this Agreement or applicable law authorize, approve or
ratify the transaction.

     

    (d)           Override.  The
provisions of this Agreement (including this Section 5.12 and Sections 5.13 and
5.14) replace, eliminate and otherwise supplant those duties (including
fiduciary duties) that a Member, Director or Officer might otherwise have under
Applicable Law.

     

    5.13           Directors
and Officers—Exculpation.  No
Director or Officer will be personally liable to the Company, any Member or any
other Person for monetary damages for any act or omission, including breach of
contract or breach of duties (including fiduciary duties) of a Director or
Officer to the Company, any Member or any other Person, except (a) for any act
or omission that constitutes a bad faith violation of the implied contractual
covenant of good faith and fair dealing or (b) for any transaction for which the
Director or Officer received a personal benefit in violation or breach of any
provision of this Agreement.

     

    5.14           Directors
and Officers—Indemnification.

     

    (a)           Generally.  The
Company will indemnify, defend and hold harmless each Director and Officer
(each, a “Company
Indemnified Person”) in connection with the management of the Company or
any entity in which the Company has an interest to the fullest extent permitted
under the DLLCA and applicable law; provided, however,
that the foregoing obligations will not apply to the extent that the act or
omission of the Company Indemnified Person involved either (i) any act or
omission that constitutes a bad faith violation of the implied contractual
covenant of good faith and fair dealing or (ii) any transaction for which the
Company Indemnified Person received a personal benefit in violation or breach of
any provision of this Agreement.

    


    
      
        
           


        

        
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    (b)           Procedure.  If
indemnification is requested by a Company Indemnified Person, the Board of
Directors will cause a determination to be made as to whether indemnification of
the Company Indemnified Person is proper in the circumstances.  Upon
any such determination that indemnification is proper, the Company will make
indemnification payments of liability, cost, payment or expense asserted
against, or paid or incurred by, the Company Indemnified Person to the maximum
extent permitted by the DLLCA and applicable law.

     

    (c)           Defense
Counsel.  The Company will have the right (i) to approve any
counsel selected by any Company Indemnified Person and (ii) to approve the terms
of any proposed settlement.  Such approvals will not be unreasonably
withheld or delayed.

     

    (d)           Expenses.  The
Company will advance to any Company Indemnified Person reasonable attorneys’
fees and other costs and expenses incurred in connection with the defense of any
proceeding if the Company Indemnified Person agrees in writing before any
advancement that he will reimburse the Company for such fees, costs and expenses
to the extent that the Board of Directors determines that he was not entitled to
indemnification under this Section.

     

    (e)           Non-Exclusive.  The
rights accruing to each Company Indemnified Person under this Section will not
exclude any other right to which he may be lawfully entitled.

     

    (f)           Subsequent
Amendment.  If the DLLCA is hereafter amended to eliminate or
limit the personal liability of managers or officers, then the liability of a
Director or Officer shall be eliminated or limited to the fullest extent
permitted by the DLLCA, as so amended.  No amendment, termination or
other elimination of this Section or of any relevant provisions of the DLLCA or
of any other applicable law will affect or diminish in any way the rights to
indemnification under this Section with respect to any action, suit or
proceeding arising out of, or relating to, any event or act or omission
occurring or fact or circumstance existing before the amendment, termination or
other elimination.

     

    (g)           Continuation of Right to
Indemnification.  All rights to indemnification under this
Section will continue as to a person who has ceased to be a Director or Officer,
will inure to the benefit of the heirs, executors, administrators and the estate
of that person, and will be deemed to be a contract between the Company and each
such person.  This Section shall be binding upon any successor to the
Company, whether by way of merger, consolidation, liquidation, dissolution or
otherwise.

     

    (h)           Savings
Clause.  If this Section or any portion of it is invalidated on
any ground by any court of competent jurisdiction, then the Company will
nevertheless indemnify persons specified in this Section to the full extent
permitted by any applicable portion of this Section that has not been
invalidated and to the full extent permitted by applicable law.

    


    
      
        
           


        

        
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      Article
6                      Transfer
Restrictions on Membership Interests

       

    

    6.1           Restrictions
on Transfer of Membership Interests.  Except
to the extent specifically permitted or required by this Agreement or the
Project Loan, neither Member may transfer its Membership Interest or any
interest in it.  For purposes of this Article, “transfer”
and its derivatives include all forms of direct or indirect transfer or
disposition, voluntary or involuntary, by operation of law or otherwise, as well
as the creation of any Encumbrance on all or any part of a Membership
Interest.  The provisions of this Article 6 replace, eliminate and
otherwise supplant any contrary provisions in the DLLCA (including DLLCA §
18–702) that permit the assignment of a limited liability company
interest.

     

    6.2           Assignment
to Controlled Persons.  Subject
to compliance with the requirements of Section 6.4, each Member may, from time
to time, transfer all or part of its Membership Interest to a Person
controlling, controlled by or under common control with, that Member (and for
this purpose “control” means the direct or indirect beneficial and record
ownership of all of the economic and voting interests in the transferee), but
only if at the time of the transfer:

     

    (a)           the
transferee agrees in a writing delivered to the other Member and the Company
that it will be bound in all respects by this Agreement; and

     

    (b)           the
transferor guarantees in a writing delivered to the other Member and the Company
the performance by the transferee of all of its obligations under this
Agreement.

     

    Effective
with the delivery of such written undertakings, the transferee will succeed to
all of the transferor’s rights and obligations other than the transferor’s
obligations under Section 6.2(b).

     

    6.3           Effect
of Non-compliance.

     

    (a)           Non-Permitted Transfers Null
and Void.  In addition to creating rights under Section 8.2(f)
(Default Event—Prohibited Transfer), ANY ATTEMPTED TRANSFER NOT STRICTLY IN
ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE WILL BE VOID AB INITIO AND OF NO
FORCE OR EFFECT WHATSOEVER.

     

    (b)           Other.  Without
limiting the foregoing, if any Membership Interest or certificate representing
it is purported to be transferred in whole or in part in contravention of this
Article, the Person to whom the transfer is made will not be entitled to any
rights as a Member, including any rights:

     

    (i)           to
participate in the management, business or affairs of the Company,

     

    (ii)          to
access to information concerning Company transactions,

     

    (iii)         to
inspect or copy the Company’s books or records,

     

    (iv)        to
receive distributions to which the transferor would otherwise be entitled,
or

     

    (v)         to
receive upon the dissolution and winding up of the Company the net amount
otherwise distributable to the transferor.

     

    
      
        
           


        

        
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    6.4           Limitations
on Assignment of Membership Interests.  Notwithstanding
any other provision of this Agreement to the contrary, no Member may transfer
any Membership Interest (or any portion thereof or interest therein) unless, in
the opinion of Mayer Brown LLP or other counsel selected by the Board of
Directors and acceptable to Members, such action will not (a) cause the Company
to be classified as an entity other than a partnership for purposes of the Code
or subject the Company to federal income taxation as a corporation, (b) cause a
termination of the Company pursuant to Code § Section 708(b), (c) violate
applicable state or federal securities laws, (d) result in the disallowance of
PTCs, (e) cause any of the restrictions on use of losses set forth in Code § 470
to apply to the Company, or (f) result in the Project becoming “tax-exempt” use
property within the meaning of Code § 168(h).

     

    Article
7                      Dissolution
or Buy-Sell—in the Absence of Default

     

    7.1           Applicability.  This
Article applies only if neither Member is a Defaulting Member (as defined in
Section 8.2 (Definitions—Defaulting Member and Non-Defaulting Member and Default
Event)).

     

    7.2           Triggering
Events—Absence of Default.  Either
Member may elect the remedy set forth in Section 7.3 upon the occurrence of the
following event: the Company has not received funds (or legally binding
commitments subject only to such conditions as may be reasonably acceptable to
each Member), from the proceeds of the Project Loan or Additional Capital
Contributions, by December 31, 2010, sufficient to construct the Project and
place the Facility in commercial operation.

     

    7.3           Consequences—Absence
of Default.  A
Member may, within 90 days of becoming aware of the occurrence of the event
specified in Section 7.2, give notice of the event to the other
Member.  Following such notice, the Company shall be dissolved in
accordance with Article 11 (Dissolution Procedures).

     

    7.4           Rights
of USREG Wind.  If
the event set forth in Section 7.2 occurs, USREG Wind shall have the right to
cause the Company to terminate the Definitive Agreements.

     

    7.5           Voluntary
Buy-Sell.  At
any time after the tenth anniversary of the date of this Agreement (but not
earlier), if no prior notice under Section 7.3 or Section 8.3 (Remedies—Upon
Default of One Member) has rightfully been given, either Member may give a
written notice to the other offering to purchase the other Member’s Membership
Interest or sell its Membership Interest to the other Member in accordance with
Article 9 (Buy-Sell in Absence of Default).

     

    Article
8                      Dissolution
and Other Rights Upon Default

     

    8.1           Applicability.  This
Article applies only if (a) only one Member is a Defaulting Member, in which
case the Non-Defaulting Member may elect to terminate the Company in accordance
with Section 8.3 (Remedies Upon Default by One Member), or (b) both Members are
Defaulting Members, in which case Section 8.4 (Remedies if Both Members are
Defaulting Members) will apply.

     

    
      
        
           


        

        
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      8.2           Definitions—Defaulting
Member and Non-Defaulting Member and Default Event.  “Defaulting
Member” is a Member with respect to which any Default Event has
occurred.  A “Non-Defaulting
Member” is a Member with respect to which no Default Event has
occurred.  Each of the following is a “Default
Event”:

    

     

    (a)           Material
Default.  Any material default by the Member in the performance
of any covenant in this Agreement, which default continues for a period of 30
days after written notice thereof has been given by the Non-Defaulting Member to
the Defaulting Member.

     

    (b)           Material
Breach.  Any material breach of any representation or warranty
or any other breach of this Agreement, in either case, which, if curable,
remains uncured for thirty (30) days after written notice thereof has been given
by the Non-Defaulting Member to the Defaulting Member.

     

    (c)           Termination of Existence by
a Member.  A Member commences any proceeding to wind up,
dissolve or otherwise terminate its legal existence.

     

    (d)           Termination of Existence by
another Person.  Any Proceeding commenced against a Member that
seeks or requires the winding up, dissolution or other termination of its legal
existence; except if the Member defends or contests that Proceeding in good
faith within 15 days of its commencement and obtains a stay of that Proceeding
within 90 days of its commencement, a Default Event will not exist so long as
the stay continues and the Member pursues the defense or contest diligently
thereafter or the Proceeding is dismissed.

     

    (e)           Dissociation.  The
Member dissociates from the Company in violation of the prohibition against
withdrawal in Section 2.3 (Term).

     

    (f)           Prohibited
Transfer.  The Member agrees to any transaction that would, if
consummated, breach or result in a default under Section 6.1 (Restrictions on
Transfer of Membership Interests).

     

    (g)           Insolvency
Proceeding.  If any of the following occurs: (i) the Member
seeks relief in any Proceeding relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of
debtors (an “Insolvency
Proceeding”); (ii) the institution against the Member of an involuntary
Insolvency Proceeding; provided, however,
that if the Member defends or contests that Insolvency Proceeding in good faith
within 15 days of its commencement and obtains a stay of that Proceeding within
90 days of its commencement, a Default Event will not exist so long as the stay
continues and the Member pursues the defense or contest diligently thereafter or
the Proceeding is dismissed; (iii) the Member admits the material allegations of
a petition against the Member in any Insolvency Proceeding; or (iv) an order for
relief (or similar order under non-U.S.  law) is issued in any
Insolvency Proceeding.

     

    (h)           Appointment of a Receiver or
Levy.  Either (i) a Proceeding has been commenced to appoint a
receiver, receiver-manager, trustee, custodian or the like for all or a
substantial part of the business or assets of the Member or (ii) any writ,
judgment, warrant of attachment, warrant of execution, distress warrant,
charging order or other similar process (each, a “Levy”) of
any court is made or attaches to the Member’s Membership Interest or a
substantial part of the Member’s properties; provided, however,
that if the Member defends or contests that Proceeding or Levy in good faith
within 15 days of its commencement and obtains a stay of that Proceeding or Levy
within 90 days of its commencement, a Default Event will not exist so long as
the stay continues and it pursues the defense or contest diligently thereafter
or the Proceeding is dismissed.

    


    
      
        
           


        

        
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    (i)           Assignment for Benefit of
Creditors.  The Member makes a general assignment for the
benefit of creditors, composition, marshalling of assets for creditors or other,
similar arrangement in respect of the Member’s creditors generally or any
substantial portion of those creditors.

     

    8.3           Remedies—Upon
Default by One Member.

     

    (a)           By Non-Defaulting
Member.  A Non-Defaulting Member may, within 90 days of
becoming aware of the occurrence of a Default Event, give notice of the Default
Event (a “Default
Notice”) to the Defaulting Member. The Default Notice must specify one of
the following remedies (which, together with Section 8.3 and subject to Section
8.3(b), are exclusive remedies):

     

    (i)           Dissolution.  Dissolution
of the Company in accordance with Article 11 (Dissolution
Procedures).

     

    (ii)           Right to
Buy.  The purchase of the Defaulting Member’s Membership
Interest for 90% of Fair Market Value and otherwise in accordance with Article
10 (Buy-Sell Upon Default).  The Non-Defaulting Member must propose
the Fair Market Value in the Default Notice, which must be accompanied by a
deposit in immediately available funds equal to 25% of the Defaulting Member’s
Capital Account as reflected in the annual financial statements of the Company
for the Fiscal Year immediately preceding the year in which the Default Notice
is given.

     

    (b)           Rights of USREG
Wind.  If Shenyang is the Defaulting Member pursuant to Section
8.2(a), USREG Wind, as a Non-Defaulting Member and after its election and
consummation of the remedies in Section 8.2(a), may elect to do any of the
following:  (A) terminate all of the Definitive Agreements to which
the Company is a party (and the Turbine Supply Agreement shall include
provisions permitting such termination), and (B) admit additional Members,
engage in a new Business Plan, enter into material contracts or any other action
USREG Wind determines to be in the interest of the Company.

     

    (c)           Other
Remedies.

     

    (i)           Generally.  The
Non-Defaulting Member’s election to dissolve the Company under Article 11
(Dissolution) will not preclude its exercise of whatever rights it may also have
under Article 14 (Indemnification) or at law.  However, the
Non-Defaulting Member’s election to purchase the Defaulting Member’s Membership
Interest under Section 8.3(a)(ii) (Right To Buy) is the election of an exclusive
remedy.

     

    (ii)          Certain Other
Rights.  Notwithstanding the foregoing, no election under
Section 8.3(a) will preclude either (A) the recourse by either the Defaulting
Member or the Non-Defaulting Member to whatever injunctive relief to which it
may otherwise be entitled under this Agreement or (B) the recourse by the
Non-Defaulting Member under Section 2.7(b) (Actions by Company) to recover
amounts owing to the Company that are not specifically taken into account in the
determination of Fair Market Value.

    


    
      
        
           


        

        
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    (iii)         Legal
Fees.  The Non-Defaulting Member’s legal fees and expenses will
be deducted from any distribution otherwise to be made to the Defaulting Member
and will be paid to the Non-Defaulting Member (in which case, such amounts shall
be treated as distributed to the Defaulting Member and then paid to the
Non-Defaulting Member) or, if the Non-Defaulting Member elects, will be paid by
the Defaulting Member to the Non-Defaulting Member.

     

    8.4           Remedies
if Both Members are Defaulting Members.  If
both Members are, or become, Defaulting Members, simultaneously or sequentially,
then (a) the Members and the Directors will proceed as expeditiously as possible
to dissolve the Company in accordance with Article 11 (Dissolution Procedures)
as though such dissolution resulted from an election pursuant to Section 8.3(a),
and (b) both Defaulting Members will thereafter have whatever rights and
remedies available to them under Article 14 (Indemnification) and under
Applicable Law.

     

    Article
9                      Buy-Sell
in the Absence of Default

     

    9.1           Offer
to Buy or Sell.  At
any time after any of the events specified in Section 7.5 (Voluntary Buy-Sell),
either Member (the “Offeror”)
may give written notice (the “Offer”) to
the other Member (the “Offeree”),
stating that the Offeror offers unconditionally at the option of the Offeree to
either:

     

    (a)           to
purchase the entire Membership Interest of the Offeree or

     

    (b)           to
sell the entire Membership Interest of the Offeror to the Offeree,

     

    in each
case with the same purchase price specified for each percentage point of
Membership Interest of the selling Member.

     

    9.2           Terms
of the Offer.  The
Offer must be accompanied by an irrevocable standby letter of credit available
through the Non-Default Buy-Sell Closing Date (as defined in Section 9.3(c)) in
an amount sufficient to purchase the entire Membership Interest of the
Offeree.  The Offer will be irrevocable by the Offeror until the
earlier of (a) the Non-Default Buy-Sell Closing Date or (b) the date on which
the Offeree elects to purchase the Offeror’s Membership Interest pursuant to
Section 9.3(a)(ii).  The Offer will not have any other terms; provided, however,
that the purchasing Member will undertake to (i) assume at the Non-Default
Buy-Sell Closing Date all known obligations of the selling Member to third
parties in connection with the selling Member’s Membership Interest (with a
corresponding reduction in the purchase price) and (ii) use Best Efforts to
obtain the release of the selling Member from known obligations between the date
of the Offer and the Non-Default Buy-Sell Closing Date.

     

    9.3           Offeree’s
Response to Offer.

     

    (a)           Offeree’s
Response.  At any time during the 30 days following receipt of
the Offer, the Offeree may give the Offeror a written notice electing either
to

    


    
      
        
           


        

        
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    (i)           sell
the entire Membership Interest of the Offeree to the Offeror, or

     

    (ii)          buy
the entire Membership Interest of the Offeror (in which case the Offeree’s
notice must be accompanied by an irrevocable standby letter of credit available
through the Non-Default Buy-Sell Closing Date, as such date may be extended
pursuant to this Agreement, in an amount sufficient to purchase the entire
Membership Interest of the Offeror),

     

    in either
case upon the terms in this Article 9 and otherwise as set out in the
Offer.

     

    (b)           Effect of Offeree’s Failure
to Respond.  If the Offeree fails to give the notice within the
30 day period or if the Offeree’s notice is not accompanied by the required
letter of credit, then it will be conclusively deemed to have accepted the Offer
of the Offeror to purchase the Offeree’s Membership Interest pursuant to Section
9.1(a) in accordance with the terms of the Offer.

     

    (c)           Closing and Date of the
Closing.  The closing (the “Non-Default
Buy-Sell Closing”) of the purchase and sale will take place on the 60th
day following the date on which the Offer under Section 9.1 (Offer to Buy or
Sell) is received, or, if that day is not a Business Day, on the next following
Business Day (the “Non-Default
Buy-Sell Closing Date”).  The Non-Default Buy-Sell Closing Date
will be extended to the extent necessary for either Member to secure any
required governmental approval or consent to a date five Business Days following
such approval or consent so long as that Member is using its Best Efforts to
pursue the approval or consent and every 30 days during the extension delivers
to the other Member a certificate that approval is being so
pursued.  For purposes of this provision, “governmental approval or
consent” includes expiration of the Hart-Scott-Rodino waiting period and similar
merger control provisions that do not constitute formal approvals or
consents.  The Non-Default Buy-Sell Closing will take place at 11:00
AM on the Non-Default Buy-Sell Closing Date at the offices of the lawyers for
the Company (or, if there are none, at the offices of the lawyers for the
purchasing Member).

     

    (d)           Deliveries at the
Closing.  At the Non-Default Buy-Sell Closing, the purchasing
Member will pay the purchase price for the selling Member’s Membership Interest
in immediately available funds, and the purchasing Member will deliver to the
selling Member the items described in Section 10.7 (Default Buy-Sell
Closing—Purchasing Member Deliveries).  The selling Member will
deliver the items described in Section 10.6 (Default Buy-Sell Closing—Selling
Member Deliveries).

     

    (e)           Default by Purchasing
Member.  If the purchasing Member defaults in any of its
material closing obligations, then the selling Member will have the option to
purchase the purchasing Member’s entire Membership Interest at a price for each
percentage point of Membership Interest of the purchasing Member that is 75% of
the purchase price for each percentage point of Membership Interest that would
have been payable on the original closing.  The option is to be
exercised by notice to the purchasing Member not later than 60 days after the
original Non-Default Buy-Sell Closing Date.  The Closing will occur at
a date and time reasonably designated in the notice, which date will not be
later than 90 days after the notice and otherwise in accordance with Article 10
(Buy-Sell Upon Default).  If the selling Member exercises its option
provided in this Section 9.3, then the selling Member will suffer damages as a
consequence of such default; therefore, if a purchase is subject to this
Section, the difference between the Purchase Price and the Fair Market Value
will be regarded for all purposes as liquidated damages and not as a
penalty.

    


    
      
        
           


        

        
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    Article
10                     Buy-Sell
upon Default

     

    10.1           Generally.  This
Article applies if a Non-Defaulting Member has elected the provisions of Section
8.3(a)(ii) (Right to Buy) and as provided in Section 9.3(e) (Default by
Purchasing Member).

     

    10.2           Price—if
Non-Defaulting Member’s Membership Interest is Being Purchased and
Sold.  The
purchase price for a Non-Defaulting Member’s Member Interest is 100% of the Fair
Market Value of that Membership Interest. “Fair Market
Value” and “Fair Market Value
of the Company” are each the highest price available for the Company in
an open and unrestricted market between informed, prudent parties, acting at
arms length and under no compulsion to act, expressed in terms of money or
money’s worth and will disregard the particular circumstances of either Member,
restrictions on transfer, lack of marketability or other similar factors
typically considered in valuing securities in privately held
enterprises.  The Fair Market Value of a Member’s Membership Interest
is the amount determined by multiplying (a) the Fair Market Value of the Company
by (b) the Membership Interest of the Member.

     

    10.3           Price—if
Defaulting Member’s Membership Interest is Being Purchased and Sold.  The
Purchase of the Defaulting Member’s Membership Interest pursuant to a
termination notice that elects that remedy pursuant to Section 8.3(a)(ii) (Right
to Buy) will be at a price equal to 90% of the Fair Market Value of the
Defaulting Member’s Membership Interest.  If there is a default
described in Section 8.2 (Definitions—Defaulting Member and Non-Defaulting
Member and Default Event), then the Non-Defaulting Member will suffer damages as
a consequence of the default and the difference between the purchase price and
the Fair Market Value of the Defaulting Member’s Membership Interest will be
regarded for all purposes as liquidated damages and not as a
penalty.

     

    10.4           Resolution
of Disagreement as to Amount.

     

    (a)           Generally.  The
recipient of the notice to purchase or sell that specifies a Fair Market Value
may object to the specified Fair Market Value by giving notice of objection (the
“Notice of
FMV Objection”) to the Member giving notice within 15 days of its
receipt.  If a Notice of FMV Objection is given, each Member (i) will
select a nationally or regionally recognized appraiser with experience in
valuing businesses similar to that of the Company and (ii) will give notice to
the other Member of its appraiser’s name and address.  If either
Member fails to appoint an appraiser and give notice to the other Member in
accordance with this Section, the appraiser that was appointed by the other
Member will determine the Fair Market Value of the Company.

     

    (b)           Applicable
Rules.  The appraisers will determine the Fair Market Value of
the Company in accordance with the following:

    


    
      
        
           


        

        
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    (i)           Each
Member will cause the appraiser it selected to deliver to the other Member
within 60 days of its selection its appraisal report and determination of the
Fair Market Value of the Company.

     

    (ii)          If
the lower appraisal is at least 90% of the higher appraisal, then the Fair
Market Value of the Company will be the average of the two
appraisals.

     

    (iii)         If
the lower appraisal is less than 90% of the higher appraisal and if neither
Member objects within 30 days after its receipt of the appraisal from the other
Member, then the Fair Market Value of the Company will be the average of the two
appraisals.  If the lower appraisal is less than 90% of the higher
appraisal and if either Member objects within 30 days after its receipt of the
appraisal from the other Member, then the Members will cause the two appraisers
to appoint a third appraiser who satisfies the requirements of Section
10.4(a).  If the two appraisers cannot agree upon a third appraiser
within ten days following receipt by the appraisers of notice requesting that
they appoint the third appraiser, then either of the Members may apply to have
the third appraiser selected by the American Arbitration Association from its
panel of appraisers.

     

    (iv)         Within
60 days after the appointment of the third appraiser, the third appraiser will
deliver to each Member an appraisal report that sets out the appraiser’s
determination of the Fair Market Value of the Company, together with an analysis
of how it determined that Fair Market Value.

     

    (v)         If
a third appraiser is appointed, the Fair Market Value of the Company will be the
value determined by the one of the first two appraisers whose value
determination was closest to that determined by the third
appraiser.  However, if the third appraiser’s determination is within
10% of the average of the first two appraisals, whether higher or lower, then
the average of the first two appraisals will be the value that is
used.

     

    (vi)         Subject
only to signing a confidentiality agreement that is in form and substance
customary at that time for appraisers, each appraiser will be granted
unrestricted access to the books and records of the Company, the Facility and
the employees of the Company as well as to the employees of the Members having
information about the Company.

     

    (vii)        Each
Member will pay the fees and expenses of the appraiser it
appoints.  The Member whose appraiser’s valuation was not used will
pay the cost of any third appraiser; provided, however,
that if the average of the first two appraisals is used pursuant to Section
10.4(b)(v), then the Members will bear equally the fees and expenses of the
third appraiser.

    


    
      
        
           


        

        
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    10.5           Default
Buy-Sell Closing—Generally.  The
closing (the “Default Buy-Sell
Closing”) of the purchase and sale of the selling Member’s Membership
Interest will take place on the 60th day following the date on which the Parties
are given notice that the Fair Market Value has been determined in accordance
with this Article 10, or, if that day is not a Business Day, on the next
following Business Day (the “Default Buy-Sell
Closing Date”).  The Default Buy-Sell Closing Date will be
extended to the extent necessary for either Member to secure any required
governmental approval or consent to a date five Business Days following the
approval or consent so long as the Member is using its Best Efforts to pursue
the approval or consent and every 30 days during the extension delivers to the
other Member a certificate that such approval is being so
pursued.  For purposes of this provision, “governmental approval or
consent” includes expiration of the Hart-Scott-Rodino waiting period and similar
merger control provisions that do not constitute formal approvals or
consents.  The Default Buy-Sell Closing will take place at 11:00 AM on
the Default Buy-Sell Closing Date at the offices of the lawyers for the Company
(or, if there are none, at the offices of the lawyers for the purchasing
Member).

     

    10.6           Default
Buy-Sell Closing—Selling Member Deliveries.  At
the Default Buy-Sell Closing, the selling Member will deliver to the purchasing
Member the following executed documentation, in form reasonably acceptable to
the purchasing Member:

     

    (a)           an
assignment of the certificate for its Membership Interest to the purchasing
Member or its designee;

     

    (b)           the
resignation of each of its designees who are acting as Directors or Officers of
the Company;

     

    (c)           a
representation and warranty by the Member that its Membership Interest and all
indebtedness owed to it by the Company are free and clear of all Encumbrances
(other than Encumbrances in favor of a Project Lender), which representation and
warranty will survive the Default Buy-Sell Closing and will continue
indefinitely;

     

    (d)           a
general release of all claims against the Company and the purchasing Member
relating to Company matters; and

     

    (e)           such
other documentation as the purchasing Member may reasonably require in order to
vest in the purchasing Member or its designee full right, title and interest in
and to the Membership Interest of the selling Member free and clear of all
Encumbrances (other than Encumbrances in favor of a Project
Lender).

     

    10.7           Default
Buy-Sell Closing—Purchasing Member Deliveries.  At
the Default Buy-Sell Closing, the purchasing Member will deliver to the selling
Member:

     

    (a)           Purchase
Price.  The purchase price in immediately available funds,
subject to the following and Section 10.8:

     

    (i)           Debt to
Company.  If the selling Member owes money to the Company, then
the purchase price will be reduced by the amount of the principal and accrued
but unpaid interest of that indebtedness.

     

    (ii)           Debt to Selling
Member.  If the Company owes money to the selling Member, then
the Company will pay to the selling Member the full amount of the principal and
accrued but unpaid interest of that indebtedness at the Default Buy-Sell
Closing.

    


    
      
        
           


        

        
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    (b)           Other.  The
following executed documentation in form reasonably acceptable to the selling
Member:

     

    (i)           Indemnity: an
indemnity indemnifying the selling Member against any claims arising from the
conduct of the business of the Company from and after the Default Buy-Sell
Closing Date and with respect to Encumbrances assumed by the purchasing Member
pursuant to Section 10.8 that have reduced the amount payable to the selling
Member; and

     

    (ii)           Release: a general
release of all claims against the selling Member by the Company and the
purchasing Member relating to Company matters except for (A) claims arising from
the unauthorized actions of the selling Member in respect of the Company that
have not been disclosed to the purchasing Member, (B) a breach by the selling
Member of any representation, warranty, covenant or agreement related to or
contained in any document it delivered pursuant to Section 10.6, and (C) the
continuing obligation of the selling Member under Article 15 (Competition) and
Article 16 (Confidentiality).

     

    10.8           Default
Buy-Sell Closing—Claims against Purchased Membership Interest.  If
the Membership Interest of the selling Member is not free of all Encumbrances
(other than Encumbrances in favor of a Project Lender) at the Default Buy-Sell
Closing, then: (a) the purchasing Member may, without prejudice to any other
rights that it may have, purchase the Membership Interest of the selling Member
subject to those Encumbrances; and (b) in that event, at the Default Buy-Sell
Closing (i) the purchasing Member will assume all obligations and liabilities
with respect to those Encumbrances and (ii) the amount to be paid to the selling
Member will be reduced by the maximum amount secured by the assumed Encumbrances
(other than the indebtedness secured by Encumbrances in favor of a Project
Lender).

     

    10.9           Default
Buy-Sell Closing—Default by Selling Member.  If
the selling Member does not deliver at the Default Buy-Sell Closing the
documents required to be delivered by it pursuant to this Agreement, then the
purchasing Member may, if not in default under this Agreement, without prejudice
to any other rights that it may have, either:

     

    (a)           by
notice to the selling Member, cancel the purchase and elect to dissolve the
Company in accordance with Section 8.3(a)(i) (Dissolution), or

     

    (b)           pay
the amount payable to the selling Member to an account for the credit of the
selling Member at the Company’s bank.  From and after the date of
payment (or if there is no amount owed to the selling Member, then from and
after the Default Buy-Sell Closing at which the purchasing Member tenders all
documents that it is required to tender at the Default Buy-Sell Closing): (i)
all rights, both at law and in equity, in and to the selling Member’s Membership
Interest will be deemed to have been assigned to and vested in the purchasing
Member and the selling Member will have no further rights in it and (ii) the
purchasing Member will have the right to execute and deliver, on behalf of and
in the name of the selling Member, such deeds, assignments, transfers,
resignations, releases or other documents that may be necessary or desirable to
complete the purchase of the selling Member’s Membership
Interest.  Each of the Members hereby irrevocably appoints the other
as its lawful attorney-in-fact and agent for such matters.  The
appointment is coupled with an interest, will not be revoked by the dissolution,
winding-up, bankruptcy or insolvency of the selling Member, and each Member
hereby ratifies and confirms all that the purchasing Member may lawfully do or
cause to be done by virtue of this Section 10.9(b).

    


    
      
        
           


        

        
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    Article
11                     Dissolution
Procedures

     

    11.1           Generally.  Promptly
after a Member delivers a notice electing to dissolve the Company or upon any
other event requiring dissolution or winding up of the Company:

     

    (a)           if
there is notice delivered pursuant to Section 7.3 (Dissolution—Absence of
Default), the Directors will proceed to wind up the affairs of the Company in
the manner set forth in this Article; or

     

    (b)           if
there is notice delivered pursuant to Section 8.3(a)(i) (Dissolution—Upon
Default), the Non-Defaulting Member will wind up the Company’s affairs in the
manner set forth in this Article on behalf of the Members; or

     

    (c)           in
the case of any other event requiring dissolution, liquidation or winding up of
the Company, the Directors will proceed to wind up the affairs of the Company in
the manner set forth in this Article.

     

    After
such notice or other event, neither Member will be obligated to provide any
additional funds that would otherwise be required by the Company except amounts
owing by such Member pursuant to this Agreement or other contractual
arrangement.  It is the intent that the events in Section 7.2
(Triggering Events—Absence of Default) and Section 8.2 (Definitions— Defaulting
Member and Non-Defaulting Member and Default Event) are the only dissolution
events, and thus those provisions of the DLLCA that specify other dissolution
events are hereby overridden by the foregoing contrary provisions of this
Agreement.

     

    11.2           Method
of Sale.  If
the Facility has been completed and the Company has recorded operational
revenue, then the Directors (in the case of a dissolution under Section 0
(Dissolution—Absence of Default)) or the Non-Defaulting Member (in the case of a
dissolution under Section 8.3(a)(i) (Dissolution—Upon Default)), as applicable,
will retain a business broker and will cause the business of the Company to be
listed for sale as a going concern.  If either (a) an offer reasonably
acceptable to Directors or the Non-Defaulting Member, as applicable, has not
been received within 120 days of listing the Business for sale or (b) if the
Facility has not been completed or the Company has not recorded operational
revenue, then the assets of the Company will be sold in the manner determined by
the Directors or the Non-Defaulting Member, as applicable, whether in whole or
in part.  The Directors (in the case of a dissolution under Section 0
(Dissolution—Absence of Default)) or the Non-Defaulting Member (in the case of a
dissolution under Section 8.3(a)(i) (Dissolution—Upon Default)) will liquidate
the Company’s assets and discharge the liabilities of the Company over a
reasonable time in order to minimize the losses that may otherwise result from
an immediate liquidation.

     

    11.3           Application
of Proceeds of Liquidation.  All
remaining cash and property shall be applied in the following order and
priority:

    


    
      
        
           


        

        
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    (a)           to
the payment of the expenses of liquidation;

     

    (b)           to
the payment of the liabilities and obligations of the Company, other than those
owing to a Member;

     

    (c)           to
the payment of the liabilities and obligations of the Company to a Member
(including any Member Loans) other than with respect to its Capital Account or
Membership Interest;

     

    (d)           to
Shenyang, the SPG Priority Return;

     

    (e)           in
the event of a termination pursuant to Section 7.3, the amount of the Initial
Developer Fee actually paid to USREG Wind shall be deemed to have been
distributed to USREG Wind; and

     

    (f)           thereafter,
after giving effect to all allocations, distributions and contributions for all
periods, all remaining cash and property shall be distributed to the Members in
accordance with the positive balances in their Capital Accounts; provided, further,
that notwithstanding anything to the contrary in this Agreement, no Member shall
receive a distribution that would cause it to have a deficit Capital
Account.

     

    Any
distribution to the Members in respect of their Capital Accounts pursuant to
this Section 11.3 shall be made by the end of the Company taxable year in which
the dissolution notice is delivered or the dissolution event occurs (or if
later, within 90 days after the date of such dissolution event).  The
distribution of cash or property to a Member in accordance with the provisions
of this Section 11.3 constitutes a complete return to the Member of its Capital
Contributions and a complete distribution to the Member on account of its
Membership Interest and all the Company's property and constitutes a compromise
to which all Members have consented pursuant to Section 18-502(b) of the
Act.

     

    11.4           Deficit
Capital Accounts.  In
the event the Company is “liquidated” within the meaning of Treasury Regulations
§ 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this
Section 11 to the Members who have positive balances in their Capital Accounts
in compliance with Treasury Regulations
§ 1.704-1(b)(2)(ii)(b)(2).  No Member shall have an obligation to
restore any deficit balance in its Capital Account.  If any Member has
a deficit Capital Account balance after giving effect to all allocations,
distributions and contributions for all periods, such amount shall not be
considered a debt owed to the Company or to any other Person for any purpose
whatsoever.

     

    11.5           Certified
Liquidation Statement.  Either
(i) the Directors, if the Company is dissolved pursuant to Section 7.3
(Dissolution—Absence of Default) or (ii) the Non-Defaulting Member, if the
Company is dissolved pursuant to Section 8.3(a)(i) (Dissolution—Upon Default)
will cause the Company’s independent auditors to prepare a certified liquidation
statement of the Company.  Each Member agrees to prepare its financial
statements and to prepare and file all tax returns required to be filed by it in
accordance with that liquidation statement.

    


    
      
        
           


        

        
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    Article
12                 Reporting
and Accounting Provisions

     

    12.1           Books
and Records.  The
Company will make and keep books, records and accounts that, in reasonable
detail, accurately and fairly reflect in all material respects the assets,
liabilities and operations of the Company.  The Company will also
maintain a system of internal accounting controls that complies with Applicable
Law and that will provide reasonable assurance that:

     

    (a)           transactions
are executed in accordance with the Board of Directors’ general or specific
authorization;

     

    (b)           transactions
are recorded as necessary (i) to permit preparation of financial statements in
conformity with GAAP or any other criteria applicable to the statements and (ii)
to maintain accountability for assets;

     

    (c)           access
to assets is permitted only in accordance with management’s general or specific
authorization; and

     

    (d)           the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

     

    12.2           Other
Accounting and Tax Provisions.  Attachment
12 contains additional accounting and tax provisions applicable to the
Company.

     

    12.3           Financial
Statements and Other Reports.  The
Company will provide to each Member as soon as practical after the end of the
Fiscal Year and in any event within 60 days thereafter:

     

    (a)           a
balance sheet as of the year-end and statements of income and cash flow, both
for the fourth quarter and for the year; and

     

    (b)           the
Company’s tax return, which will be reviewed by its independent certified public
accountants, and information that will be required to permit the Member to
prepare its tax return.

     

    The
year-end balance sheet and the statements for the year will be examined in
accordance with generally accepted auditing standards by the Company’s
independent certified public accountants, who will render their opinion on
whether those statements fairly present in all material respects the Company’s
financial position as of that date and the results of its operations for those
periods in accordance with GAAP.

     

    12.4           Right
of Inspection and Examination.  At
all reasonable times, each Member, through its representatives, has the right to
inspect and copy the records of the Company and to examine the employees of the
Company with regard to its activities.  These rights may be exercised
through any agent or employee of the Member designated by notice to the
CEO.  The inspecting Member will bear all expenses incurred in the
inspection or examination.

    


    
      
        
           


        

        
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    12.5           Auditors.  The
initial auditors of the Company shall be selected by the Board of
Directors.

     

    Article
13                    Dispute
Resolution

     

    13.1           Generally.

     

    (a)           Applies Only to Legal
Claims.  This Article 13 governs only those disputes that arise
under this Agreement, the outcome of which depends solely on whether the
Company, a Member or any of its Affiliates is in default of its contractual or
other legal obligations (a “Legal
Claim”).  “Legal Claims” include (i) disputes as to
indemnification under Article 14 (Indemnification) and (ii) the formation,
validity, binding effect, applicability, scope, interpretation, performance,
breach or termination of this Agreement.

     

    (b)           Matters Specifically Not
Subject to Article 13 Dispute Resolution Procedures.  Without
limiting Section 13.1(a):

     

    (i)           Business Disputes:
any dispute regarding a matter listed in Section 5.4 (Actions Requiring Board of
Directors Approval—Major) is not considered a Legal Claim subject to resolution
under Section 13.2 but will be subject instead to Section 5.11 (Dispute
Resolution Procedures);

     

    (ii)           Fair Market Value: a
dispute as to “Fair Market Value” under Article 10 (Buy-Sell Upon Default) is
not considered a Legal Claim subject to resolution under Section 13.2 but is
subject instead to Section 10.4 (Resolution of Disagreement as to Amount);
and

     

    (iii)           Injunctive Relief:
requests for injunctive or other equitable relief may be brought under Section
17.7 (Jurisdiction; Service of Process).

     

    13.2           Dispute
Resolution Procedures.

     

    (a)           Negotiation.  Either
Member may give notice of a Legal Claim to the other Member.  For a
period of 30 days from receipt of the notice, the Members will consult with each
other in a good faith effort to resolve the Legal Claim.

     

    (b)           Mediation.  If
the Members do not settle the Legal Claim within the 30 days, either Member may
provide the other Member with a notice for mediation.  After delivery
of that notice, the Members will attempt in good faith to settle the matter by
mediation.

     

    (c)           Binding
Arbitration.  If within 30 days after receipt of the notice for
mediation, the mediation does not result in settlement of the Legal Claim, then
the Legal Claim will be finally resolved by arbitration administered by the
American Arbitration Association (“AAA”), in
accordance with the commercial arbitration rules of AAA and this Section
13.2.  The place of arbitration shall be Los Angeles,
California.   A Member may initiate arbitration by notice to the
other Member any time after expiration of 60 days from receipt of notice of the
Legal Claim provided for in Section 13.2(a), whether or not mediation has been
initiated or completed unless the mediation was completed by agreement of the
Parties and all issues resolved as reflected in a written
agreement.  Unless the Members agree otherwise, initiation of
arbitration will not relieve any Member of its obligation to participate in any
mediation initiated under Section 13.2(b).

    


    
      
        
           


        

        
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    (d)           Arbitration
Terms.  Any arbitration will comply with the following
terms:

     

    (i)           Formation of
Tribunal.  The arbitration tribunal will consist of three
arbitrators.  One arbitrator will be appointed by each Member and the
third will be appointed by the first two.  If the first two
arbitrators fail to agree on the third arbitrator within 30 days after their
appointment, the third arbitrator will be appointed by the American Arbitration
Association.

     

    The
arbitrators will be familiar with the commercial and manufacturing practices of
the renewable energy industry.

     

    (ii)          Conduct of
Arbitration.  The arbitration will take place in and will
exclude any right of application or appeal to any court in connection with any
question of law or fact arising in the course of the arbitration or with respect
to any award made.  The United States Arbitration Act (9
U.S.C.  §§ 1–16, 201–208, 301–302) will apply and the arbitrators will
otherwise apply the law specified in Section 17.15 (Governing Law).

     

    (iii)         Awards.  The
arbitration award will be final and binding on the Members, will not be subject
to judicial appeal, will not include any punitive damages and will deal with the
allocation of costs of arbitration, including legal fees and all related
matters.  Any monetary award will stipulate a rate of interest, deemed
appropriate by the arbitrators, which will run from the date notice of Legal
Claim was given until the date when the award is fully satisfied.  The
arbitration award will be promptly satisfied by the Member against whom it is
granted, free of any deduction or offset.  Any cost or fee incident to
enforcing the award will, to the maximum extent permitted by law, be charged
against the Member resisting enforcement.  Judgment upon the award
rendered may be entered in any court having jurisdiction, or application may be
made to that court for a judicial recognition of the award or an order of
enforcement thereof, as applicable.  The Company or any Member may
bring an action to enforce any award granted under this Section
13.2.

     

    Article
14                  Indemnification

     

    14.1           Survival;
Effect of Knowledge; Other.

     

    (a)           Survival.  Each
representation, warranty, covenant and agreement in this Agreement, and in any
certificate or document delivered pursuant to this Agreement, survives the
Effective Date for the period set forth in or applicable to such provision or
agreement.

     

    (b)           Relation to Default
Provisions.  Except as set forth in Section 8.3(b) (Other
Remedies), the fact that a party has an indemnification right under this Article
14 will not preclude the exercise of rights under Article 8 (Dissolution and
Other Rights Upon Default).

    


    
      
        
           


        

        
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    (c)           Duty to
Mitigate.  A Member must use its Best Efforts to mitigate its
Damages for which it will seek indemnification or other recovery against the
other Member.

     

    14.2           Indemnification—By
USREG Wind.  USREG
Wind will indemnify and hold harmless and pay promptly to:

     

    (i)           the
Company and

     

    (ii)           to
the extent that the indemnification of, and payments to, the Company does not
constitute full payment of all Damages (as defined below) suffered by Shenyang
and its Affiliates and also their respective representatives and stockholders
(collectively, the “Shenyang
Indemnified Persons”), each Shenyang Indemnified Person the amount of any
Damages (as defined below) arising from or in connection with:

     

    (b)           Breach of Representations or
Warranties: any material breach of any representation or warranty in this
Agreement made by USREG Wind which remains uncured for thirty (30) days after
notice thereof;

     

    (c)           Breach of Covenants:
any material breach by USREG Wind in the performance of its covenants or
obligations in this Agreement or in any certificate or document delivered
pursuant to this Agreement which remains uncured for thirty (30) days after
notice thereof; and

     

    (d)           Excluded Liabilities of
USREG Wind: any liability, obligation, Contract or commitment (whether
known or unknown and whether absolute, accrued, contingent or otherwise) (“Liabilities”)
of USREG Wind that are not expressly assumed by the Company pursuant to this
Agreement (“Excluded
Liabilities”).

     

    “Damages”
means (A) any loss, whether in the nature of a cost, damage, expense, payment,
diminution in value, liability or obligation or otherwise, and related
attorneys’, accountants’ and other professional advisors’ fees and expenses
(including those as to investigation, prosecution or defense of any claim or
threatened claim), whether or not involving a third-party claim, and (B) only in
the case of (1) Excluded Liabilities and (2) third party claims, special,
incidental, consequential, punitive or any other damages.

     

    14.3           Indemnification—By
Shenyang.  Shenyang
will indemnify and hold harmless and pay promptly to:

     

    (i)           the
Company and

     

    (ii)          to
the extent that such indemnification of, and payments to, the Company does not
constitute full payment of all Damages suffered by USREG Wind and its Affiliates
and also their respective representatives and stockholders (collectively, the
“USREG Wind
Indemnified Persons”), each USREG Wind Indemnified Person the amount of
any Damages arising from or in connection with:

    


    
      
        
           


        

        
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    (b)           Breach of Representations or
Warranties: any material breach of any representation or warranty in this
Agreement made by Shenyang which remains uncured for thirty (30) days after
notice thereof;

     

    (c)           Breach of Covenants:
any material breach by Shenyang in the performance of its covenants or
obligations in this Agreement or in any certificate or document delivered
pursuant to this Agreement which remains uncured for thirty (30) days after
notice thereof; and

     

    (d)           Excluded Liabilities of
Shenyang: any Liability of Shenyang that is an Excluded
Liability.

     

    14.4           Deduction
from Indemnification Amount.  USREG
Wind will not have any liability for indemnification with respect to the matters
described in Section 14.2(b) and Shenyang will not have any liability with
respect to the matters described in Section 12.3(a) until the total of all
Damages with respect to the matters for which the Member is otherwise liable
exceeds US$100,000 and then only for the amount by which the Damages exceed US$
500,000.  

     

    14.5           Time
Limitations.  No
Member will have any liability for indemnification under this Article 14 unless
the Person claiming the right to be indemnified gives notice to the Member from
whom indemnification is being sought of facts that it in good faith thinks
constitute a reasonable basis for indemnification:

     

    (a)           Taxes, Products Liability
and Certain Violations of Law: in the case of claims involving Taxes,
products liability, and violations of Applicable Law not covered by Section
14.6(b) below, within 30 days after the expiration of the statute of limitation
(including extensions of it) applicable to Taxes, products liability and such
violations, as applicable;

     

    (b)           Other: in the case of
claims involving any other representation or warranty  to be performed
and complied with at or before the Effective Date, on or before the first
anniversary of the Effective Date.

     

    Notwithstanding
the foregoing, no limitations as to the time for making claims applies to (i)
Excluded Liabilities, (ii) those involving a Member’s representations or
warranties relating to its authority or its title to any property contributed to
the Company, or (iii) those involving any covenant to be performed and complied
with after the Effective Date.

     

    14.6           Procedure
for Indemnification—Third Party Claims.

     

    (a)           Notice.  Promptly,
and in any event no later than 10 Business Days after receipt by a Person
entitled to indemnification of notice of the commencement of any Proceeding
against it, the indemnified Person will, if a claim is to be made against an
indemnifying Member, give notice to the indemnifying Member of the commencement
of the claim; provided, however,
that the failure to notify the indemnifying Member will not relieve the
indemnifying Member of any liability that it may have to any indemnified Person,
except to the extent that the indemnifying Member demonstrates that the defense
of the Proceeding is prejudiced by the indemnified Person’s failure to give the
notice timely.

    


    
      
        
           


        

        
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    (b)           Participation.  If
any Proceeding referred to in Section 14.6(a) is brought against an indemnified
Person and the indemnified Person gives notice to the indemnifying Member of the
commencement of the Proceeding, the indemnifying Member may (i) participate in
the Proceeding and (ii) elect by notice to the indemnified Person to assume the
defense of the Proceeding with lawyers reasonably satisfactory to the
indemnified Person unless (A) the indemnifying Member is also a party to the
Proceeding and the indemnified Person determines in good faith that joint
representation would be inappropriate or (B) the indemnifying Member fails to
provide, promptly after giving notice to the indemnified Person, reasonable
assurance to the indemnified Person of its financial capacity to defend the
Proceeding and provide indemnification with respect to the
Proceeding.  If the indemnifying Member assumes the defense of the
Proceeding, (1) the indemnifying Member will not, as long as it diligently
conducts the defense, be liable to the indemnified Person under this Section for
any fees of other lawyers or any other expenses with respect to the defense of
the Proceeding subsequently incurred by the indemnified Person in connection
with the defense of the Proceeding, other than reasonable costs of investigation
and (2) no compromise or settlement of the claims may be effected by the
indemnifying Member without the indemnified Person’s written consent (which
consent will not be unreasonably withheld or delayed) unless (x) there is no
finding or admission of any violation of legal requirements or any violation of
the rights of any Person and no effect on any other claims that may be made
against the indemnified Person and (y) the sole relief provided is monetary
damages that are paid in full by the indemnifying Member.

     

    (c)           Right of Indemnified Person
to Defend.  Notwithstanding the foregoing, if an indemnified
Person determines in good faith that there is a reasonable probability that a
Proceeding may adversely affect it or its Affiliates other than as a result of
monetary damages for which it would be entitled to indemnification under this
Agreement, the indemnified Person may, by notice to the indemnifying Member,
assume the exclusive right to defend, compromise, or settle the Proceeding, but
the indemnifying Member will not be bound by any determination of a Proceeding
so defended or any compromise or settlement effected without its consent (which
will not be unreasonably withheld or delayed).

     

    14.7           Procedure
for Indemnification—Other Claims.  A
claim for indemnification for any matter not involving a third-party claim will
be asserted by notice to the Member from whom indemnification is sought promptly
after becoming aware of the acts or omissions or facts and circumstances on
which the claim is based, but the failure to notify the indemnifying Member will
not relieve the indemnifying Member of any liability that it may have to any
indemnified Person, except to the extent that the indemnifying Member
demonstrates that it is prejudiced by the failure.  That notice is
notice of a Legal Claim for purposes of Section 13.2(a) (Dispute Resolution
Procedures—Negotiation).

     

    14.8           Satisfaction
of Indemnification Obligations.  Subject
to the procedures set forth above and in accordance with the deadlines specified
in the preceding subsections, indemnified Damages will be satisfied as
follows:

     

    (a)           To the
Company.  An indemnifying Member will satisfy its liability to
the Company for indemnified Damages by paying the amount of the liability to the
Company.

    


    
      
        
           


        

        
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    (b)           To a Shenyang Indemnified
Person or to a USREG Wind Indemnified Person.  An indemnifying
Member will satisfy its liability to a Shenyang Indemnified Person or to a USREG
Wind Indemnified Person (as applicable) for indemnified Damages by paying the
amount of the liability to the Person.

     

    Payments
pursuant to the foregoing will be by wire transfer or by check, as the recipient
may direct.  In the absence of directions within a reasonable period
of time, payment may be made by check.

     

    14.9           Exclusiveness
of Remedies.  Except
(a) as provided in Section 8.3(b) (Other Remedies) and 14.1(b) (Relation to
Default Provisions) and (b) for acts or omissions intended to mislead the Person
seeking indemnification and (c) subject to the procedures set forth in Article
13 (Dispute Resolution), the remedies provided in this Article constitute the
sole and exclusive remedies available to the Company, the Shenyang Indemnified
Persons and the USREG Wind Indemnified Persons with respect to matters covered
in Sections 14.2 through 14.4. Neither the foregoing nor anything else in this
Agreement will limit the right of a Member or the Company to enforce the
performance of this Agreement or of any Contract, document or other instrument
executed and delivered pursuant to this Agreement by any remedy available to it
in equity, including specific performance. The Members waive any requirement
that the Person seeking equitable relief post a bond or other
security.

     

    Article
15                      Competition
and Interested Transactions

     

    15.1           Competition.

     

    (a)           Generally.  Nothing
in this Agreement shall prohibit any Member or their Affiliates from engaging in
any other activity or business venture, whether or not such activity or business
venture is related to or in competition with the Company or the Business; provided, however,
that neither Member or their Affiliates shall engage in the activities
prohibited by Section 15.1(b).

     

    (b)           Restricted
Activities.  No Member nor any of its Affiliates will, at any
time hereafter in relation to any trade, business or company use a name
including the word “Texas A Wind” or “Texas Big A Wind” or any similar word in a
way as to be capable of or likely to be confused with the name of the
Company.

     

    15.2           Interested
Transactions.  Upon
the approval of the Directors, the Company may enter into contracts and
agreements with any Member or Affiliate of a Member.

     

    15.3           Affiliate
Transactions.  USREG
Wind acknowledges that A-Power owns, directly or
indirectly, 100% of each of the Turbine Supplier and the Construction
Contractor.  Prior to the time of execution (or performance) of the
Definitive Agreements, A-Power's direct or indirect equity ownership percentage
in Shenyang may be as low as 19%.  Shenyang acknowledges that certain
of the landowners entering into the real estate agreements with the Company
specified in Section 1B.5(a)(i) and 1B.5(a)(ii) may be affiliated with USREG
Wind.  The Parties agree that the Definitive Agreements (including
those to which a Member or an Affiliate of a Member is a party) will be entered
into by the Company on an arms-length market-standard basis.  Each
Member will acknowledge that the terms and conditions of such transactions with
affiliates are fair and reasonable for the Company.

    


    
      
        
           


        

        
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    Article
16                  Confidentiality

     

    16.1           Confidentiality—This
Agreement.  Except
as otherwise expressly permitted by this Article 16, each Member and the Company
will keep confidential, will not disclose and will otherwise retain in strictest
confidence the terms of this Agreement; provided, however,
either Member or the Company may make announcements, press releases or give
notices concerning this Agreement to the representatives of a Member, or to the
customers or suppliers of the Company or a Member, if that announcement or
notice is either (a) approved by both Members or (b) expressly permitted by this
Article 16.  This Agreement supersedes and replaces all existing
non-disclosure or confidentiality agreements between the Parties.

     

    16.2           Confidentiality—Company
Information.  Except
as otherwise expressly permitted by this Article 16:

     

    (a)           Obligations of the
Members.  Each Member will keep confidential, will not
disclose, will not use, and will otherwise retain in strictest confidence the
Company Information.  Without limiting the foregoing, each Member will
use no less than the same degree of care, and no less than a reasonable degree
of care, to protect the Company Information as it uses to protect its own trade
secrets and confidential information.

     

    (b)           Obligations of the
Company.  The Company will keep confidential, will not
disclose, and will otherwise retain in strictest confidence the Company
Information.  The foregoing permits the Company to use the Company
Information, but the Company will adopt procedures in connection with its use of
Company Information that are reasonably expected to prevent that information
from becoming publicly available.  The foregoing does not limit the
Company’s obligations otherwise set forth in this Article 16, including those in
Section 16.5 (Permitted Disclosures to Representatives) and Section 16.6
(Disclosure to Non-Representatives).

     

    16.3           Definitions—
Company Information and Other.

     

    (a)           Company
Information.  “Company
Information” means all information (whether written, oral or in another
form) that consists of, or includes, the Company’s Trade Secrets or Confidential
Information.

     

    (b)           Trade
Secrets.  “Trade
Secrets” means trade secrets under applicable trade secret or other law;
and includes, however documented, concepts, ideas, designs, know-how, methods,
data, processes, formulae, compositions, improvements, inventions, discoveries,
product specifications, past, current and planned research and development and
manufacturing or distribution methods and processes, lists of actual or
potential customers or suppliers, current and anticipated customer requirements,
price lists, market studies, business plans, computer software and programs
(including object code and source code), computer software and database
technologies, systems, structures and architectures.


    
      
        
           


        

        
          44

          
            

          

        

        
           


        

      

    

     

    (c)           Confidential
Information.  “Confidential
Information” means written or other information concerning the Company,
other than Trade Secrets, not generally known to the public; and, to the extent
consistent with the foregoing definition, includes historical financial
statements, financial projections and budgets, historical and projected sales,
capital spending budgets and plans, and any information that is marked
“confidential” or in some comparable manner.

     

    16.4           Certain
Exceptions.  The
prohibitions in Sections 16.1 and 16.2 will not apply only to the extent
that:

     

    (a)           Previously in
Possession.  The disclosing Person (i) demonstrates through
written records that the same Company Information was in its possession before
disclosure to it and (ii) the disclosing Person provided the Company and each
Member with written notice of prior possession either (A) before the execution
and delivery of this Agreement or (B) if the disclosing Person later becomes
aware of (through disclosure by the Company or otherwise) some aspect of the
Company Information as to which it had prior possession, promptly upon its
becoming aware of the Company Information;

     

    (b)           Becomes
Public.  The disclosing Person demonstrates (i) that the same
information is currently publicly available or has become publicly available and
(ii) that such public availability does not result from (A) the misappropriation
or improper disclosure of such Company Information by the disclosing Person or
(B) the obtaining of such Company Information by improper means of the
disclosing Person;

     

    (c)           Independently
Developed.  The disclosing Person demonstrates that the same
information was developed independently by the disclosing Person without the use
of the Company Information;

     

    (d)           Legal Obligation to
Disclose.  The disclosing Person demonstrates that Applicable
Law requires it to disclose the Company Information, but then only (i) to the
extent disclosure is required and (ii) after giving the Company and each Member
notice of the obligation so that it may seek a protective order or other similar
or appropriate relief.  In the absence of an order or relief, the
disclosing Person must use reasonable efforts to have the disclosed information
treated confidentially consistent with this Article;

     

    (e)           Enforcement of
Agreement.  The disclosing Person demonstrates that it is
reasonably necessary for the disclosing Person to make the disclosure to enforce
this Agreement, and then only if the disclosing Person undertakes in good faith
to limit the manner and extent of that disclosure to the extent practical
including obtaining protective orders from the court or arbitrator from whom
enforcement is sought; or

     

    (f)           Sale of Membership
Interest.  Disclosure is made by a Member or the Company in
connection with the sale, transfer or other disposition, in whole or in part, of
a Membership Interest or the assets of the Company in accordance with this
Agreement (but then only if disclosure is subject to a non-disclosure agreement
then customary in such transactions and as to which the Company, the other
Member and each of its Affiliates is a third party beneficiary).

    


    
      
        
           


        

        
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    16.5           Permitted
Disclosure to Representatives.  Notwithstanding
the prohibitions of this Article, each Member and the Company may disclose the
terms of this Agreement and Company Information to its Representatives directly
involved with the Company but:

     

    (a)           only
to the extent necessary for the Representative to accomplish his assigned tasks
and otherwise strictly on a need to know basis; and

     

    (b)           only
if the Representative (i) is provided a copy of this Article and (ii) is advised
in writing by the disclosing Person (A) that he is obligated to keep
confidential, not disclose and retain in strictest confidence the terms of this
Agreement and the Company Information strictly in accordance with terms of this
Article and (B) that the Company or any Member may directly enforce the
obligation.

     

    Each
disclosing Person will be responsible for violations of this Article by its
Representatives regardless of whether the Company or any Member has rights
against the Representative.  “Representatives”
means a Person’s directors, officers, employees, agents, consultants, advisors
or other representatives, including lawyers, accountants and financial
advisors.  In the case of a Member, “Representatives” includes the
Representatives of that Member’s Affiliates.

     

    16.6           Disclosure
to Non-Representatives.  Any
disclosure of the terms of this Agreement or any Company Information may be made
to a non-Representative only if the receiving Person executes and delivers a
confidentiality agreement in form and substance approved by the Board of
Directors.

     

    16.7           Continuing
Protection of Trade Secrets.  Any
Trade Secrets of the Company will also be entitled to all of the protections and
benefits under Applicable Law.  If a court of competent jurisdiction
determines that any Company Information that the Company deems to be a Trade
Secret is not a Trade Secret, or ceases to be a Trade Secret under Applicable
Law, then the Company Information will be considered Confidential Information
for purposes of this Article.

     

    16.8           Remedies.  Each
Member recognizes that the activities proscribed by this Article will result in
irreparable damage and harm to the Company and the Members and that the Company
and Members and their Affiliates may be without an adequate remedy at law in the
event of any such activities.  Therefore, if any of the foregoing
Sections of this Article is breached or is threatened to be breached, the
Company, each Member, and each of their Affiliates may: (a) obtain specific
performance; (b) enjoin any Person that has breached or threatens to breach from
engaging in any activity proscribed by this Article; and (c) pursue any one or
more of the foregoing or any other remedy available to it under Applicable Law,
including actual and/or punitive damages and set-off rights.  A Person
seeking or obtaining any such relief will not be deemed to be precluded from
obtaining any other relief to which that Person may be entitled.  Each
Member waives on behalf of itself and each of its Affiliates any requirement
that a Person seeking to enforce this Article submit proof of the economic value
of any Trade Secret or post any bond or other security in connection
therewith.

    


    
      
        
           


        

        
          46

          
            

          

        

        
           


        

      

    

     

    16.9           Attorney-Client
Privilege.  To
the extent that any Company Information includes materials subject to the
attorney-client privilege, the Company is not waiving and will not be deemed to
have waived or diminished its attorney work-product protections, attorney-client
privileges or similar protections and privileges as a result of disclosing any
Company Information (including Company Information related to pending or
threatened litigation) to a Member, whether or not the Company has asserted, or
is or may be entitled to assert, those privileges and
protections.  The Company and the Members: (a) share a common legal
and commercial interest in all such Company Information that is subject to such
privileges and protections; (b) are or may become joint defendants in
proceedings to which such Company Information covered by those protections and
privileges relates; and (c) intend that those privileges and protections remain
intact if the Company or any Member becomes subject to any actual or threatened
proceeding to which such Company Information covered by such protections and
privileges relates.  In furtherance of the foregoing, no Member shall
claim or contend, in proceedings involving the Company or any Member, that the
Company waived its attorney work-product protections, attorney-client privileges
or similar protections and privileges as a result of disclosing any Company
Information (including Company Information related to pending or threatened
litigation) to the Member.

     

    16.10        Continuing
Obligations.  The
obligations in this Article will be effective from the date of this Agreement
and will bind (a) the Company indefinitely and (b) each Member (i) with respect
to the Company’s Confidential Information, for so long as that Member is bound
by the non-competition provisions of Article 15 (Competition) and (ii) with
respect to the Company’s Trade Secrets, for as long as the Company’s Trade
Secrets remain trade secrets under Applicable Law.

     

    16.11        No
Limitation on Other Agreements.  The
prohibitions in this Article are in addition to, and will be interpreted as
separate and independent from, any similar prohibitions in any agreement between
the Company and any of its Representatives that limits the use or disclosure of
information concerning the Company.

     

    16.12        Tax
Exception to Confidentiality Provisions.  Notwithstanding
anything herein to the contrary (including pursuant to this Article 16 and
Section 17.8), the Parties and their respective representatives may disclose to
any and all persons, without limitation of any kind, the U.S. federal
income tax treatment and tax structure of the transaction and all materials of
any kind (including opinions and other tax analyses) that are provided to such
party relating to such tax treatment and tax structure, except where
confidentiality is reasonably necessary to comply with securities
laws.  For this purpose, "tax structure" is limited to facts relevant
to the U.S. federal income tax treatment of the transaction and does not
include information relating to the identity of the Parties, their affiliates,
agents or advisors.

     

    Article
17                  Miscellaneous

     

    17.1           Further
Assurances.  The
Parties will (i) furnish upon request to each other further information, (ii)
execute and deliver to each other documents, and (iii) do other acts and things,
all as the other Parties may reasonably request for the purpose of carrying out
the intent of this Agreement and the documents referred to in this
Agreement.

    


    
      
        
           


        

        
          47

          
            

          

        

        
           


        

      

    

     

    17.2           No
Liability.  Neither
Member shall be liable to the other for incidental, indirect, consequential or
punitive damages resulting from or arising out of this Agreement, including
without limitation loss of profits, business opportunity or business
interruption, regardless of how such damages were caused, whether by sole, joint
or concurrent negligence of either Member.  The Parties’ rights and
obligations under this Section 17.3 shall survive termination of this
Agreement.

     

    17.3           Press
Releases.  Promptly
after mutual execution and delivery of this Agreement, the Parties may jointly
prepare a mutually agreeable press release for distribution by either
Member.  All press releases shall be subject to mutual agreement of
the Parties.

     

    17.4           Confidentiality.  To
facilitate discussions, upon execution of this Agreement, each Member may
provide to the other Member information, including technical, operational,
procedural and other information, data, feasibility studies, Consultant
Information, surveys, billing rate schedules, design studies, correspondence,
orders, proceedings and other material information related to the Project, the
Parties and any of their subsidiaries or affiliates, whether in writing,
electronic format or otherwise (collectively, the “Confidential
Information”).  From the date of this Agreement until the
second anniversary of such date, each Member shall, and shall cause its
Representatives to, receive and maintain in confidence, and use only as
necessary for purposes of its activities contemplated by this Agreement and not
reveal to any other person (other than its Representatives who are actually
performing its activities contemplated by this Agreement), any Confidential
Information.  Each Member will ensure that each Representative to whom
such disclosure is made adheres to the terms of this Agreement as if that
representative had directly agreed to undertake the same terms.  Each
Member will be responsible for any breach of the terms of this Agreement by any
of its Representatives.

     

    The
obligation to maintain confidentiality shall not apply to (i) information that
becomes generally available to the public without breach of any confidentiality
obligation owed to any of the Parties or their respective Representatives, (i)
information previously known to such Member prior to its receipt from the other
Member, (iii) information which is made available to such Member by a third
party who was under no obligation of confidentiality with respect to such
information or (iv) disclosure as required by law, government agency or any
recognized stock exchange.

     

    Upon the
disclosure of any Confidential Information pursuant to clause (b), the
disclosing Member shall notify the other Member of such required disclosure as
soon as possible (but in no event longer than one business day) following the
request for the information so that the other Member may seek to resist, narrow
the scope or waive the request or seek to obtain confidential treatment of the
information so disclosed.  Each Member will inform the other Member of
the means, content and timing of such disclosure prior to such disclosure being
made.

    


    
      
        
           


        

        
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    17.5           Notices.  Ordinary
course business communications in connection with the performance of this
Agreement may be given electronically, by fax, by mail or any other comparable
means, but any such communication will be deemed received only upon actual
receipt.  Any other notice, communication and delivery under this
Agreement (including one of default or termination): (a) will be made in writing
signed by the Person making it; (b) will specify the Section to which it
relates; (c) will be delivered only (i) in person, (ii) by nationally recognized
next Business Day delivery service electing, and being timely delivered to such
service for, next Business Day delivery, or (iii) by fax and with a confirming
copy sent by a nationally recognized next Business Day delivery service
electing, and being timely delivered to such service for, next Business Day
delivery; (d) unless given in person, will be given to the address specified
below; (e) will be deemed given (i) if delivered in person, on the date of
personal delivery, (ii) if sent by nationally recognized next Business Day
delivery service electing, and being timely delivered to such service for, next
Business Day delivery, on the first Business Day after so sent, or (iii) if sent
by fax with a copy sent by a nationally recognized Business Day delivery service
electing, and being timely delivered to such service for, next Business Day
delivery, on the first Business Day after so sent; and (f) will be deemed
received (i) if delivered in person, on the date of personal delivery, (ii) if
sent by nationally recognized next Business Day delivery service electing, and
being timely delivered to such service for, next Business Day delivery, on the
first Business Day after so sent, and (iii) if sent by fax and with a confirming
copy sent by a nationally recognized next Business Day delivery service
electing, and being timely delivered to such service for, next Business Day
delivery, on the first Business Day after so sent.  The Person giving
the notice will pay all delivery costs.  The addresses and the
requirements for copies are as follows:

     

    
      
        
          	
                  If
      to USREG Wind, to:

                	
                  with
      copies to:

                
	 	 
	
                  Cielo
      Wind Power, LP

                  823
      Congress Avenue, Suite 500

                  Austin,
      Texas 78701

                  Attention:
      Mr. Walter Hornaday

                  Phone:
      512.440.0305

                  Fax:  512.440.0277

                	
                  United
      States Renewable Energy Group, LLC

                  3953
      Maple Avenue

                  Suite
      200

                  Dallas,
      Texas 75219

                  Attention:
      Cappy McGarr

                   

                  Ed
      Cunningham

                  13712
      Overland Pass

                  Austin,
      TX 78738

                   

                  Cielo
      Wind Power, LP

                  823
      Congress Avenue, Suite 500

                  Austin,
      Texas 78701

                  Attention:
      Mr. Joseph J. Stark, Jr.

                  Phone:
      512.440.0305

                  Fax:  512.440.0277

                
	 
      	 
      
	
                  If
      to Shenyang, to:

                	
                  with
      a copy to:

                
	 	 
	
                  Shenyang
      Power Group Company Limited

                  c/o
      A-Power Energy Generation Systems Ltd.

                  No.
      44 Jingxing Road

                  Tiexi
      District

                  Shenyang,
      Liaoning Province, China 110021

                  Telephone:           86-24-85617888

                  Facsimile:              86-24-85830606

                  Attention:             John
      S. Lin

                	
                  Baker
      & McKenzie LLP

                  1114
      Avenue of the Americas

                  New
      York, New York 10036

                  Telephone:               (212)
      626-4886

                  Facsimile:                  (212)
      310-1627

                  Attention:                 Ata
      Dinlenc, Esq.

                   

                


        

      

    

    


    
      
        
           


        

        
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    Notice
will be given to such other representatives or at such other addresses as a
Person may furnish to the other Persons entitled to notice pursuant to the
foregoing.  If notice is given pursuant to this Section of a permitted
successor or assign of a Person, then notice will thereafter be given as set
forth above also to such successor or assign of such Person.

     

    17.6           Jurisdiction;
Service of Process.  All
actions or Proceedings relating to this Agreement (whether to enforce a right or
obligation or obtain a remedy or otherwise) that are not subject to Article 13
(Dispute Resolution) will be brought solely in the state or federal courts
located in the Houston, Harris County, Texas.  Each Member hereby
unconditionally and irrevocably consents to the jurisdiction of those courts and
waives its rights to bring any action or Proceeding against the other Member
except in those courts.  Process in any action or Proceeding referred
to in the preceding sentence may be served on any Member anywhere in the
world.  Each Member irrevocably waives any right to a jury trial with
respect to any matter arising out of or in connection with this
Agreement.  If any Member seeks to enforce its rights under this
Agreement by joining another Person to a Proceeding before a jury in which the
third party is a party, the Parties will request the court to try the claims
between the Parties without submitting the matter to the jury.

     

    17.7           Waiver.  Neither
the failure nor any delay by any Person in exercising any right, power or
privilege under this Agreement or the documents referred to in this Agreement
will operate as a waiver of the right, power or privilege, and no single or
partial exercise of any right, power or privilege will preclude any other or
further exercise of the right, power or privilege or the exercise of any other
right, power or privilege.  To the extent permitted by Applicable Law:
(a) no claim or right arising out of this Agreement or the documents referred to
in this Agreement can be discharged by one Person, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the
other Person; (b) no waiver that may be given by a Person will be applicable
except in the specific instance for which it is given; and (c) no notice to or
demand on one Person will be deemed to be a waiver of any obligation of that
Person or of the right of the Person giving the notice or demand to take further
action without notice or demand as provided in this Agreement or the documents
referred to in this Agreement.

     

    17.8           Entire
Agreement and Modification.  This
Agreement (a) supersedes all prior agreements between the Parties with respect
to their subject matter, including the Joint Venture Framework Agreement dated
as of October 29, 2009, and (b) constitutes a complete and exclusive statement
of the terms of the agreement between the Parties with respect to their subject
matter.  This Agreement may not be amended except by a written
agreement executed by the Parties.

     

    17.9           Currency.  All
currency denominations here in shall be in U.S.  Dollars.

    


    
      
        
           


        

        
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    17.10        Assignments,
Third Parties.  Neither
Member may assign or transfer (by contract, merger, operation of law or
otherwise) any of it rights, duties or obligations in this Agreement without the
prior written consent of the other Member.  Subject to the foregoing
sentence, this Agreement shall be binding on and inure to the benefit of each
Member’s permitted successors and assigns. Nothing expressed or referred to in
this Agreement will be construed to give any person or entity other than the
Parties hereto any legal or equitable right, remedy or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the Parties hereto and their respective permitted successors and
assigns.

     

    17.11        No
Third Party Rights.  Nothing
expressed or referred to in this Agreement will be construed to give any Person
other than the Parties (and the Company) any legal or equitable right, remedy or
claim under or with respect to this Agreement or any provision of this
Agreement.  This Agreement and all of its provisions and conditions
are for the sole and exclusive benefit of the Parties (and the Company) and
their successors and assigns.

     

    17.12        Severability.  If
any provision of this Agreement not essential to accomplishing its purposes is
held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and
effect.  Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not
held invalid or unenforceable.

     

    17.13        Time
is of the Essence; Computation of Time.  Time
is of the essence of each and every provision of this Agreement.  If
the last day for the exercise of any privilege or the discharge of any duty
under this Agreement falls on a day that is not a Business Day, then the Person
having such privilege or duty will have until 5:00 p.m.  (its local
time) on the next succeeding Business Day to exercise its privilege or to
discharge its duty.

     

    17.14        Governing
Law.  Except
for the application of the United States Arbitration Act (9 U.S.C.  §§
1–16) to dispute resolution as provided in this Agreement, this Agreement,
including issues arising out of or related to this Agreement, will be governed
by the laws of the State of New York including, without limitation New York
Obligations Law Sections 5-1401 (Choice of Law) and 5-1402 (Choice of Forum),
applicable to contracts entered into and wholly to be performed therein, without
regard to that body of law relating to conflict of laws.

     

    17.15        Counterparts;
Effectiveness.  This
Agreement may be executed in one or more original, facsimile or “.PDF” email
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement. This Agreement shall become binding and effective
only upon the mutual exchange of duly executed counterparts, provided that such
exchange occurs within three (3) days of the first delivery of a signed
counterpart by a Party.

     

    17.16        Relationship
of the Parties.  Nothing
contained herein or in the title of this Agreement creates or shall be deemed to
create any relationship of partnership, joint venture or agency between the
Parties for any purpose, nor shall any similar relationship be deemed to exist
between them.   No Party shall have the right to represent the
other Member or to enter into any commitment or agreement on behalf of the other
Member without such Member’s prior specific written consent.

    


    
      
        
           


        

        
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    [signatures
are on next page]

    


    
      
        
           


        

        
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    DULY
EXECUTED BY the Parties on as of the date first written above.

     

    
      
        	
                United
      States Renewable Energy Group Wind

                Partners
      I, LLC

              
	 
      
	
                By:  Texas
      Wind Management LLC, its manager

              
	 
      	 
      
	
                By:

              	
                

                  /s/
      Walter Hornaday

                

              
	
                Name:

              	
                Walter
      Hornaday

              
	
                Title:

              	
                President

              
	 
      	 
      
	
                Shenyang
      Power Group Company Limited

              
	 
      	 
      
	
                By:

              	
                

                  /s/
      Jinxiang Lu

                

              
	
                Name:

              	
                Jinxiang
      Lu

              
	
                Title:

              	
                Chief
      Executive Officer

              


      

    

    


    
      
        
           


        

        
          53

          
            

          

        

        
           


        

      

    

    


    Attachment
2.4-A to Amended and Restated Limited Liability Company Agreement

    Representations
and Warranties of USREG Wind

     

    Except as
set forth in the corresponding sections or subsections of the disclosure letter
delivered by USREG Wind to Shenyang prior to entering into this Agreement (the
“USREG Wind
Disclosure Letter”), USREG Wind represents and warrants to Shenyang as
follows:

     

    1.           Organization and Good
Standing.  USREG Wind is a limited liability company in good
standing under the laws of its jurisdiction of incorporation, with full company
power and authority (a) to conduct its business as it is now being conducted,
contribute the USREG Wind Contributed Assets, and participate in, including its
satisfying its obligations to, the Company, and (b) to perform all its
obligations under this Agreement.

     

    2.           Authority; No
Conflict.

     

    2.1           Enforceability.  This
Agreement constitutes the legal, valid, and binding obligations of USREG Wind,
enforceable against USREG Wind in accordance with its respective
terms.  USREG Wind has the absolute and unrestricted right, power,
authority, and capacity to execute and deliver this Agreement and to perform its
obligations under this Agreement.

     

    2.2           No Conflict,
etc.  Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the transactions contemplated by this
Agreement will, directly or indirectly (with or without notice or lapse of
time):

     

    (a)           contravene,
conflict with, or result in a violation of (i) any provision of the
Organizational Documents of USREG Wind or (ii) any resolution adopted by the
members or managers of USREG Wind;

     

    (b)           contravene,
conflict with, or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the transactions contemplated by this
Agreement or to exercise any remedy or obtain any relief under any Applicable
Law or any Order to which USREG Wind, or any of the USREG Wind Contributed
Assets, may be subject;

     

    (c)           contravene,
conflict with, or result in a violation of any of the terms or requirements of,
or give any Governmental Body the right to revoke, withdraw, suspend, cancel,
terminate, or modify, any Governmental Authorization that is held by USREG Wind
and that otherwise relates to USREG Wind’s business or the ownership or use of
any of the USREG Wind Contributed Assets;

     

    (d)           contravene,
conflict with, or result in a violation or breach of any provision of, or give
any Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate, or modify,
any contract (i) under which USREG Wind has or may acquire any rights, (ii)
under which USREG Wind has or may become subject to any obligations or
liability, or (iii) by which USREG Wind or any of the assets owned or used by it
is or may become bound; or

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (e)           result
in the imposition or creation of any Encumbrance upon or with respect to any of
the USREG Wind Contributed Assets.

     

    3.           Contribution
Agreement.  USREG Wind has made and given certain
representation and warranties, subject various limitations and other terms and
conditions, as set forth in the USREG Wind Contribution Agreement, which are
incorporated herein by this reference.


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Attachment
2.4-B to Amended and Restated Limited Liability Company Agreement

    Representations
and Warranties of Shenyang

     

    Except as
set forth in the corresponding sections or subsections of the disclosure letter
delivered by Shenyang to USREG Wind prior to entering into this Agreement (the
“Shenyang
Disclosure Letter”), Shenyang represents and warrants to USREG Wind as
follows:

     

    1.           Organization and Good
Standing.  Shenyang is a limited liability company duly formed
and validly existing under the laws of its jurisdiction of formation, with full
company power and authority (a) to conduct its business as it is now being
conducted, to contribute the Shenyang Contributed Assets, and to participate in,
including its satisfying its obligations to, the Company, and (b) to perform all
its obligations under this Agreement and applicable
contracts.  Shenyang is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction that is
required by reason of (i) the ownership or use of the properties owned or used
by it, (ii) the nature of the activities conducted by it, or (ii) its
participation in, including its satisfying its obligations to, the
Company.

     

    2.           Authority; No
Conflict.

     

    2.1           Enforceability.  This
Agreement constitutes the legal, valid, and binding obligations of Shenyang,
enforceable against Shenyang in accordance with its respective
terms.  Shenyang has the absolute and unrestricted right, power,
authority, and capacity to execute and deliver this Agreement and to perform its
obligations under this Agreement.

     

    2.2           No Conflict,
etc.  Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the transactions contemplated by this
Agreement will, directly or indirectly (with or without notice or lapse of
time):

     

    (a)           contravene,
conflict with, or result in a violation of (i) any provision of the
Organizational Documents of Shenyang or (ii) any resolution adopted by the board
of directors or the stockholders of Shenyang;

     

    (b)           contravene,
conflict with, or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the transactions contemplated by this
Agreement or to exercise any remedy or obtain any relief under any Applicable
Law or any Order to which Shenyang may be subject;

     

    (c)           contravene,
conflict with, or result in a violation of any of the terms or requirements of,
or give any Governmental Body the right to revoke, withdraw, suspend, cancel,
terminate, or modify, any Governmental Authorization that is held by
Shenyang;

     

    (d)           contravene,
conflict with, or result in a violation or breach of any provision of, or give
any Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate, or modify,
any contract (i) under which Shenyang has or may acquire any rights, (ii) under
which Shenyang has or may become subject to any obligations or liability, or
(iii) by which Shenyang or any of the assets owned or used by it is or may
become bound; or

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (e)           result
in the imposition or creation of any Encumbrance upon or with respect to any of
the Shenyang Contributed Assets.

     

    3.           Consents and
Notices.  Shenyang is not required to give any notice to or
obtain any approval, consent, ratification, waiver or other authorization of any
Person (including any Governmental Authorization) in connection with the
execution and delivery of this Agreement or the consummation or performance of
any of the transactions contemplated by this Agreement.

     

    4.           Disclosure.  No
representation or warranty of Shenyang in this Agreement and no statement in the
Shenyang Disclosure Letter omits to state a material fact necessary to make the
statements herein or therein, in light of the circumstances in which they were
made, not misleading.

     

    5.           Brokers or
Finders.  Shenyang and its agents have incurred no obligation
or liability, contingent or otherwise, for brokerage or finders’ fees or agents’
commissions or other similar payment in connection with this Agreement or the
transactions contemplated hereby.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      Attachment
2.6 to Amended and Restated Limited Liability Company Agreement

        

    

    
      Percentage
Interests of Members

    

    


    
      
        
          
            	
                    Name

                  	 	
                    Percentage Interests

                  	 
	 
      	 	 	 
	
                    USREG
      Wind

                  	 	 	51	%
	 
      	 	 	 	 
	
                    Shenyang

                  	 	 	49	%
	 
      	 	 	 	 
	
                    Total

                  	 	 	100	%


          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      Attachment
3.1 to Amended and Restated Limited Liability Company Agreement

        

    

    
      Capital
Contributions of Members

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Name

                                	 	
                                  Contribution

                                	 	
                                  Percentage Interests

                                	 
	 
      	 	 
      	 	 	 
	
                                  USREG
      Wind

                                	 	
                                  US$41,632,653.06

                                	 	 	51.0	%
	 
      	 	 
      	 	 	 	 
	
                                  Shenyang

                                	 	
                                  US$40,000,000.00

                                	 	 	49.0	%
	 
      	 	 
      	 	 	 	 
	
                                  Total

                                	 	
                                  US$81,632,653.06

                                	 	 	100	%


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Attachment
5.10 to Amended and Restated Limited Liability Company
Agreement


     

    Business
Plan

     

    Initial
Business Plan

     

    Summary
Budget

     

    Below is
a proposed summary project budget. The Company shall use good faith efforts to
obtain debt and equity financing and Secured Incentives sufficient to fund the
program as it is summarized below:

     

    
      
        
          
            
              	
                      WTG:

                    	
                      $1,260
      million

                    
	
                      BOP:

                    	
                      $
      360 million

                    
	
                      T-Line:

                    	
                      $
      300 million

                    
	
                      Cash
      Developer Fee:

                    	
                      $
      400 million

                    
	
                      Contingency:

                    	
                      $
      40 million

                    
	
                      Development:

                    	
                      $ 40 million

                    
	
                      Total

                    	
                      $2,400
      million

                    


            

          

        

      

    

     

    Business
Plan Summary

     

    
      	
              1)

            	
              The
      Company agrees to purchase from Turbine Supplier wind turbine generators
      which shall, in aggregate, have a nameplate capacity of 600
      MW.  These wind turbine generators shall be certified by
      Germanischer Lloyd (or an equivalent entity) and shall have the following
      approximate characteristics: 1) 2.05 MW nameplate capacity; 2) 93 meter
      rotor diameter; and 3) 80 meter tubular tower or such other
      characteristics as agreed between the Company and the Turbine
      Supplier.

            


    

     

    
      	
              2)

            	
              On
      the Closing Date, which would occur on or before December 28, 2009, USREG
      Wind will contribute the USREG Wind Contributed Assets to the Company and
      will receive a capital account equal to approximately $41.6
      Million.   Shenyang will contribute $40 Million cash and
      will receive a capital account equal to $40
  Million.

            


    

     

    
      	
              3)

            	
              The
      Company shall pay each Member a developer fee (the “Developer
      Fee”) equal to the product of its Percentage Interest and 20% of
      the Project Value.   The Company shall pay to Cielo for the
      account of USREG Wind (x) an initial installment of the Developer Fee in
      the amount of $10,125,000 on the Closing Date and (y) a second installment
      of the Developer Fee in the amount of $3,375,000 on March 1, 2010 (the
      “Initial
      Developer Fee”).  The unpaid balance of USREG Wind’s
      share of the Developer Fee shall be due and payable in full on the date
      the Project Loan closes; provided,
      however, that such payment may be made from loan proceeds or from
      any source available to the Company, including but not limited to capital
      contributions, revenue, loan proceeds, Grants, rebates and Secured
      Incentives.  The Initial Developer Fee is payable pursuant to
      the terms of the Development Services Agreement dated December 16, 2009,
      by and between the Company and Cielo.  In order to provide
      equitable consideration to Shenyang, 100% of Project cash flows (exclusive
      of the initial $40 Million Shenyang Contributed Assets) will be
      distributed to Shenyang until Shenyang’s total distributions are equal to
      $12.97 Million (the “SPG
      Priority Return”).  The SPG Priority Return shall be
      creditable against Shenyang’s share of the Developer
  Fee.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
              4)

            	
              Shenyang
      has indicated that an 80% interest-free, bank loan may be used to finance
      the Project.  The balance of the capital will be provided by
      Shenyang or other equity (the “Equity”).

            


    

     

    
      	
              5)

            	
              Shenyang’s
      share of the Developer Fee (less the amount received in respect of the SPG
      Priority Return) shall be due and payable if, as and when funded by the
      proceeds from the Project Loan or from any source available to the
      Company, including but not limited to capital contributions, revenue, loan
      proceeds, Grants, rebates and Secured Incentives, after payment of USREG
      Wind’s share of the Developer Fee.

            


    

     

    
      	
              6)

            	
              Project
      cash flows, after debt service, shall be allocated to 51% to USREG Wind
      and 49% to Shenyang.

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Attachment
12 to Amended and Restated Limited Liability Company Agreement

    Accounting
and Tax Matters

     

    1.           Definitions.

     

    “Adjusted
Capital Account Deficit” means with respect to any Member, the deficit balance,
if any, in such Member's Capital Account as of the end of the relevant
Allocation Year, after giving effect to the following
adjustments:  (a) Increase such Capital Account by any amounts that
such Member is deemed to be obligated to restore pursuant to the penultimate
sentences in Treasury Regulations §§ 1.704-2(g)(1) and 1.704-2(i)(5), and
(b) decrease such Capital Account by the amount of the items described in
Treasury Regulations §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5),
and 1.704-1(b)(2)(ii)(d)(6).  This definition of Adjusted Capital
Account Deficit is intended to comply with the provisions of Treasury
Regulations § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.

     

    “Allocation
Year” means (i) the period commencing on the Effective Date and ending on the
immediately succeeding December 31, (ii) any subsequent twelve (12) month period
commencing on January 1 and ending on December 31, or (iii) any portion of the
period described in clause (i) or (ii) for which the Company is required to
allocate profits, losses, and other items of Company income, gain, loss, or
deduction pursuant to Section 4.

     

    “Code”
means the United States Internal Revenue Code of 1986, as amended, modified or
supplemented from time to time (or any corresponding provisions of succeeding
law).

     

     “Company
Minimum Gain” has the same meaning as the term “partnership minimum gain” in
Treasury Regulations §§ 1.704-2(b)(2) and 1.704-2(d).

     

    “Fair
Market Value” means, with respect to an item of Company property, the fair
market value of such property, taking into account Code § 7701(g).

     

    “IRS”
means the U.S. Internal Revenue Service or any successor agency.

     

    “Member
Nonrecourse Debt” has the same meaning as the term “partner nonrecourse debt” in
Treasury Regulations § 1.704-2(b)(4).

     

    “Member
Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member
Nonrecourse Debt, equal to the Company Minimum Gain that would result if such
Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in
accordance with Treasury Regulations § 1.704-2(i)(3).

     

    “Member
Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse
deductions” in Treasury Regulations §§ 1.704-2(i)(1) and
1.704-2(i)(2).

     

    “Nonrecourse
Deduction” has the meaning set forth in Treasury Regulations
§§ 1.704-2(b)(1) and 1.704-2(c).

     

    “Nonrecourse
Liability” has the meaning set forth in Treasury Regulations
§ 1.704-2(b)(3).

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    “Treasury
Regulations” means the federal income tax regulations (including temporary
regulations) promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of successor Treasury
Regulations).

     

    2.           GAAP, Book and Tax
Accounting.

     

    2.1           GAAP Accounts and
Statements.  The Company will establish and maintain accounts
and will prepare and distribute financial statements in accordance with
GAAP.

     

    2.2           Book Accounts and
Statements.  Book accounts will be maintained in accordance
with Section 3 below.  To the extent the value of assets contributed
to the Company differs from their GAAP values or to the extent this Agreement
requires that items of operational income or expense be recorded differently
from GAAP principles, the Company will maintain adequate records to reflect such
differences.

     

    2.3           Tax Accounts and
Statements.  The Company will establish and maintain accounts
and will prepare and distribute statements, returns and other documents as are
necessary to prepare and file the Company’s tax records and
reports.

     

    2.4           Reconciliation.  The
Company will prepare annually and distribute to the Members a schedule
reconciling the GAAP, book and tax statements.

     

    2.5           GAAP.  If
GAAP principles permit a transaction to be accounted for in more than one way,
the Company will follow the principle adopted by USREG Wind.

     

    3.           Capital
Accounts.

     

    3.1           Capital
Account.  The Company will establish and maintain a capital
account (a “Capital
Account”) for each Member in accordance with following provisions, and
the initial Capital Account of each Member on the date hereof (as set forth on
Attachment 3.1) shall be increased by:

     

    (a)           the
amount of money contributed by the Member to the Company;

     

    (b)           the
fair market value of property contributed by the Member to the Company (net of
liabilities secured by such contributed property or that the Company
assumes);

     

    (c)           allocations
to the Member of Company income and gain;

     

    (d)           upon
the revaluation of Company property pursuant to Section 3.3, the gain (if any)
that would have been allocated to the Member if such Company property had been
sold at its fair market value immediately before the event that requires the
revaluation; and

     

    (e)           upon
distribution of Company property to a Member, if the Company property is not
revalued pursuant to Section 3.3, the gain (if any) that would have been
allocated to such Member if such Company property had been sold at its fair
market value immediately before the distribution;

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    and shall
be decreased by:

     

    (f)           the
amount of money distributed to the Member by the Company;

     

    (g)           the
fair market value of property distributed to it by the Company (net of
liabilities secured by such distributed property or that the Member
assumes);

     

    (h)           allocations
to the Member of Company loss or items of deduction;

     

    (i)           upon
the revaluation of Company property pursuant to Section 3.3, the loss (if any)
that would have been allocated to the Member if such Company property had been
sold at its fair market value immediately before the event that requires the
revaluation; and

     

    (j)           upon
distribution of Company property to a Member, if the Company property is not
revalued pursuant to Section 3.3, the loss (if any) that would have been
allocated to such Member if such Company property had been sold at its fair
market value immediately before the distribution.

     

    This
Section 3.1 and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Treasury Regulations
§ 1.704-1(b), and shall be interpreted and applied in a manner consistent with
such Treasury Regulation.  In the event the Board of Directors shall
determine that it is prudent to modify the manner in which the Capital Accounts,
or any increases or decreases thereto (including, without limitation, increases
or decreases relating to liabilities that are secured by contributed or
distributed property or that are assumed by the Company or any Members), the
Board of Directors may make such modification.  The Board of Directors
also shall (i) make any adjustments that are necessary or appropriate to
maintain equality between the Capital Accounts of the Members and the amount of
capital reflected on the Company's balance sheet, as computed for book purposes,
in accordance with Treasury Regulations § 1.704-1(b)(2)(iv)(q) and (ii) make any
appropriate modifications in the event unanticipated events might otherwise
cause this Agreement not to comply with Treasury Regulations § 1.704-1(b) and
shall be otherwise adjusted in accordance with the additional rules set forth in
the Treasury Regulations.

     

    3.2           Liability
Assumption.  For purposes of Section 3.1(b) and (g), a
liability is “assumed” by the Company or a Member only to the extent that the
assuming party is thereby subjected to personal liability with respect to such
obligation, the obligee is aware of the assumption and can directly enforce the
assuming party’s obligation, and, as between the assuming party and the party
from whom the liability is assumed, the assuming party is ultimately
liable.

     

    3.3           Revaluation When Interest Is
Acquired from or Relinquished to Company.

     

    (a)           The
Company will increase or decrease the book value of its property to its fair
market value (taking into account Code § 7701(g)) in connection
with:

     

    (i)           the
acquisition of an additional interest in the Company by any new or existing
Member in exchange for more than a de minimis Capital
Contribution;

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (ii)           the
distribution by the Company to a Member of more than a de minimis amount of
Company property as consideration for an interest in the Company;

     

    (iii)           the
grant of an interest in the Company (other than a de minimis interest)
as consideration for the provision of services to or for the benefit of the
Company by an existing Member acting in a Member capacity or a new Member acting
in a Member capacity or in anticipation of being a Member; and

     

    (iv)           the
grant of an interest in the Company (other than a de minimis interest)
as consideration for the provision of services to or for the benefit of the
Company by an existing Member acting in a Member capacity or a new Member acting
in a Member capacity or in anticipation of being a Member.

     

    (b)           The
Company will adjust the Capital Accounts to reflect such revaluation in the
manner in which the unrealized income, gain, loss, or deduction inherent in such
property would be allocated if there were a taxable disposition on such property
for its fair market value on the date of revaluation.

     

    3.4           Transfer.  Upon
the transfer of all or a part of an interest in the Company, the Capital Account
of the transferor that is attributable to the transferred interest shall carry
over to the transferee.

     

    4.           Allocations.

     

    4.1           General
Allocations.  Subject to and except as otherwise provided in
Sections 4.2 through 4.4, the Company’s income or loss and all of its separately
stated items of income, gain, loss, deduction and credit shall be allocated to
the Members in proportion to the Percentage Interests.

     

    4.2           Special
Allocations.

     

    (a)           Company Minimum Gain
Chargeback.  Notwithstanding any other provision of this
Agreement, except as otherwise provided in Treasury Regulations § 1.704–2(f), if
there is a net decrease in Company Minimum Gain during any Allocation Year, each
Member shall be specially allocated items of Company income and gain for the
Allocation Year (and, if necessary, subsequent Allocation Years) in an amount
equal to such Member’s share of the net decrease in Company minimum gain,
determined in accordance with Treasury Regulations §
1.704–2(g).  Allocations pursuant to the previous sentence shall be
made in proportion to the respective amounts required to be allocated to each
Member pursuant thereto.  The items to be allocated shall be
determined in accordance with Treasury Regulations §§ 1.704–2(f)(6) and
1.704–2(j)(2).  This Section 4.2(a) is intended to comply with the
minimum gain chargeback requirement in Treasury Regulations § 1.704–2(f) and
shall be interpreted consistently therewith.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    (b)           Chargeback of Minimum Gain
Attributable to Member Nonrecourse Debt.  Notwithstanding
any other provision of this Agreement, except as provided in Treasury
Regulations § 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse
Debt Minimum Gain attributable to a Member Nonrecourse Debt during any
Allocation Year, each Member who has a share of the Member Nonrecourse Debt
Minimum Gain attributable to such Member Nonrecourse Debt, determined in
accordance with Treasury Regulations § 1.704-2(i)(5), shall be specially
allocated items of Company income and gain for such Allocation Year (and, if
necessary, subsequent Allocation Years) in an amount equal to such Member's
share of the net decrease in Member Nonrecourse Debt, determined in accordance
with Treasury Regulations § 1.704-2(i)(4).  Allocations pursuant to
the previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Member pursuant thereto.  The items
to be so allocated shall be determined in accordance with Treasury Regulations
§§ 1.704-2(i)(4) and 1.704-2(j)(2).  This Section 4.2(b) is intended
to comply with the partner nonrecourse debt minimum gain chargeback requirement
in Treasury Regulations § 1.704-2(i)(4) and shall be interpreted consistently
therewith.

     

    (c)           Qualified Income
Offset.  In the event any Member unexpectedly receives any
adjustments, allocations or distributions described in Treasury Regulations §§
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704– 1(b)(2)(ii)(d)(6),
items of Company income and gain shall be specially allocated to that Member in
an amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulations, the Adjusted Capital Account Deficit of such Member as
quickly as possible; provided that an allocation pursuant to this Section 4.2(c)
shall be made only if and to the extent that such Member would have an Adjusted
Capital Account Deficit after all other allocations provided for in this
Agreement have been tentatively made as if this Section 4.2(c) were not in the
Agreement.

     

    (d)           Gross Income
Allocation.  In the event any Member has an Adjusted Capital
Account Deficit at the end of any Allocation Year, that Member shall be
specially allocated items of Company income and gain in the amount of such
Adjusted Capital Account Deficit as quickly as possible; provided that an
allocation pursuant to this Section 4.2(d) shall be made only if and to the
extent that such Member would have an Adjusted Capital Account Deficit after all
other allocations provided for in this Agreement have been made as if this
Subsection 4.2(d) and the preceding Subsection 4.2(c) were not in the
Agreement.

     

    (e)           Nonrecourse
Deductions.  Nonrecourse Deductions for any Allocation Year
shall be allocated to the Members in proportion to their Percentage Interests at
the time of such allocation.

     

    (f)           Member Nonrecourse
Deductions. Any Member Nonrecourse
Deductions for any Allocation Year shall be specially allocated to the Member
who bears the economic risk of loss with respect to the Member Nonrecourse Debt
to which such Member Nonrecourse Deductions are attributable in accordance with
Treasury Regulations § 1.704-2(i)(1).

     

    (g)           Code § 754
Adjustment.  To the extent an adjustment to the adjusted tax
basis of any Company property pursuant to Code § 734(b) or Code § 743(b) is
required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m)(2) or §
1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital
Accounts as the result of a distribution to a Member in complete liquidation of
its interest in the Company, the amount of such adjustment to the Capital
Accounts shall be treated as an item of gain (if the adjustment increases the
basis of the property) or loss (if the adjustment decreases such basis) and such
gain or loss shall be specially allocated to the Members in proportion to their
Percentage Interests at the time of such allocation in the event Treasury
Regulations § 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such
distribution was made in the event Treasury Regulations §
1.704-1(b)(2)(iv)(m)(4) applies.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    4.3           Curative
Allocations.  The allocations set forth in Section 4.3 (the
“Regulatory
Allocations”) are intended to comply with certain requirements of the
Treasury Regulations.  It is the intent of the Members that, to the
extent possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations, or with special allocations of other items of Company
income, gain, loss or deduction pursuant to this Section
4.4.  Therefore, notwithstanding any other provisions of this Section
4, the Regulatory Allocations shall be taken into account in allocating items of
income, gain, loss, deduction and credit among the Members such that, to the
extent possible, the net amount of allocations of such items and the Regulatory
Allocations to each Member shall be equal to the net amount that would have been
allocated to each Member if the Regulatory Allocations had not occurred and all
Company items were allocated pursuant to Section 4.1.

     

    4.4           Loss
Limitations.  Items of loss and deduction allocated pursuant to
Section 4 shall not exceed the maximum amount of items of loss or deduction that
can be allocated without causing any Member to have an Adjusted Capital Account
Deficit at the end of any Allocation Year.  In the event some but not
all of the Members would have Adjusted Capital Account Deficits as a consequence
of an allocation of item of loss or deduction pursuant to Section 4, the
limitation set forth in this 4.4 shall be applied on a Member by Member basis
and items of loss or deduction not allocable to any Member as a result of such
limitation shall be allocated to the other Members in the manner otherwise
required pursuant to Section 4 to the extent such other Members have positive
balances in their Capital Accounts so as to allocate the maximum permissible
Losses to each Member under Treasury Regulations §
1.704-1(b)(2)(ii)(d).

     

    4.5           Other Allocation
Rules.

     

    (a)           For
purposes of determining the items of income, gain, loss, deduction and credit
allocable to any period, such items shall be determined on a daily, monthly, or
other basis, as determined by Board of Directors using any permissible method
under Code § 706 and the Treasury Regulations thereunder.

     

    (b)           The
Members are aware of the income tax consequences of the allocations made by this
Section 4 and hereby agree to be bound by the provisions of this Section 4
in reporting their shares of Company income and loss for income tax
purposes.

     

    (c)           Solely
for purposes of determining a Member's proportionate share of the “excess
nonrecourse liabilities” of the Company within the meaning of Treasury
Regulations § 1.752-3(a)(3), the Members' interests in Company profits are in
accordance with their Percentage Interests.

     

    (d)           To
the extent permitted by Treasury Regulations § 1.704-2(h)(3), the Board of
Directors shall endeavor to treat distributions of cash as having been made from
the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the
extent that such distributions would cause or increase an Adjusted Capital
Account Deficit for any Member.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    4.6           Income Tax
Allocations:  Code § 704(c).  Except as otherwise
provided in this Section 4, each item of income, gain, loss, and deduction of
the Company for federal income tax purposes shall be allocated among the Members
in the same manner that such items are allocated for book purposes pursuant to
this Section 4.  In accordance with  Code § 704(c) and the
Treasury Regulations thereunder, income, gain, loss, and deduction with respect
to any property contributed to the capital of the Company shall, solely for
income tax purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of such property to the Company for federal
income tax purposes and its initial Fair Market Value using the any allocation
method permitted by Treasury Regulations § 1.704-3(b), (c) or (d) as selected by
the Board of Directors.  In the event the Fair Market Value of any
Company property is adjusted pursuant to Section 3.3(a), subsequent allocations
of income, gain, loss, and deduction with respect to such property shall take
account of any variation between the adjusted basis of such asset for federal
income tax purposes and its Fair Market Value in the same manner as under Code §
704(c) and the Treasury Regulations thereunder.  Any elections or
other decisions relating to such allocations shall be made by Board of Directors
in any manner that reasonably reflects the purpose and intention of this
Agreement; provided that any items of loss or deduction attributable to property
contributed by a Member shall, to the extent of an amount equal to the excess of
(A) the federal income tax basis of such property at the time of its
contribution over (B) the Fair Market Value of such property at such time, be
allocated in its entirety to such contributing Member and the tax basis of such
property for purposes of computing the amounts of all items allocated to any
other Member (including a transferee of the contributing Member) shall be equal
to its Fair Market Value upon its contribution to the
Company.  Allocations pursuant to this Section 4.6 are solely for
purposes of federal, state, and local taxes and shall not affect, or in any way
be taken into account in computing, any Member's Capital Account or share
profits, losses, other items, or distributions pursuant to any provision of this
Agreement.

     

    5.           Other Tax
Matters.

     

    5.1           Tax Matters
Member.

     

    (a)           USREG
Wind shall be the “tax matters partner” of the Company pursuant to Code §
6231(a)(7) (the “Tax Matters
Member”).  The duties of the Tax Matters Member shall include
the following:  (i) to represent the Company in all administrative
proceedings with all federal and state taxing authorities; (ii) to settle,
compromise, litigate or pursue any course of action with respect to any dispute
with respect to any Tax issue; except that the Tax Matters Member shall confer
with the Members before entering into any settlement or compromise; and (iii) at
the request of any other Member, the Tax Matters Member shall take such action
as may be necessary to cause, to the extent possible, such other Member to
become a “notice partner” within the meaning of Code §§ 6231(a)(8) and
6223.

     

    (b)           The
provisions of this Section 5 will survive the termination of the Company or the
termination of any Member's interest in the Company and will remain binding on
the Member for the period of time necessary to resolve with the IRS or other
federal tax agency any and all federal income tax matters relating to the
Company that are subject to Code §§ 6221 through 6233.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (c)           If
for any reason the IRS disregards the election made by the Company pursuant to
Section 5.3(e) and commences any audit or proceeding in which it makes a claim,
or proposes to make a claim, against any Member that could reasonably be
expected to result in the disallowance or adjustment of any items of income,
gain, loss, deduction or credit (including PTCs) allocated to such Member by the
Company, then such Member will promptly advise the other Members of the same,
and such Member, in consultation with the other Members, will use commercially
reasonable efforts to convert the portion of such audit or proceeding that
relates to such items into a Company level proceeding consistent with the
Company’s election pursuant to Section 5.3(e).

     

    (d)           Subject
to the provisions of this Section 5, each Member will provide the other Members
with such assistance as may reasonably be requested by such other Members in
connection with the preparation of any tax return, any audit or other
examination by any taxing authority, or any judicial or administrative
proceedings relating to the liability for any Taxes with respect to the
operations of the Company, the Company or the allowance or disallowance of any
PTCs arising from the sale by the Company of electricity produced by the
Project.  For federal, state and local income tax purposes, each
Member will report all items of income, gain, loss, deduction and credit
attributable to the Company, the character and timing of such items and the
sharing of the Company’s liabilities consistent with the manner in which such
items and share of liabilities are reported by the Company on the tax returns
prepared in accordance with this Section 5.

     

    5.2           Tax
Returns.  The Tax Matters Member shall prepare, or cause to be
prepared, and timely file (on behalf of the Company) all federal, state and
local tax returns required to be filed by the Company.  Each Member
shall furnish to the Tax Matters Member all pertinent information in its
possession relating to the Company's operations that is necessary to enable the
Company's tax returns to be timely prepared and filed.  The Tax
Matters Member shall provide to the Members (i) by no later than June 15th of each
year, preliminary draft Schedule K-1s and (ii) the federal income tax return
proposed to be filed by the Tax Matters Member, which proposed tax return shall
in any event be furnished to the Members by the Tax Matters Member no less than
60 days prior to the date (as extended) on which the Tax Matters Member intends
to file the Tax Return.

     

    5.3           Tax
Elections.  The Company shall make the following elections on
the appropriate tax returns:

     

    (a)           to
the extent permitted under Code § 706, to adopt as the Company's fiscal year the
calendar year;

     

    (b)           to
adopt the accrual method of accounting;

     

    (c)           if
a valid election to adjust the basis of the Company's properties under Code §
754 is not in effect and a transfer of Membership Interest as described in Code
§ 743 occurs, on request by notice from any Member, to elect, at such Member's
cost, pursuant to Code § 754, to adjust the basis of the Company's
properties;

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (d)           if
a distribution of the Company's property as described in Code § 734 occurs, to
elect pursuant to Code § 754, to adjust the basis of the Company's
properties;

     

    (e)           if
the Company is a small partnership that is not subject to the TEFRA unified
audit rules contained in Code §§ 6221 through 6234 (either on the Effective Date
or subsequently as a result of any disposition of Membership Interest), to elect
under Code § 6231(a)(1)(B)(ii) to not be treated as a small partnership and
thereby have the TEFRA unified audit rules contained in Code §§ 6221 through
6234 apply to the Company, which election shall be made from time to time in the
manner and at the time required by Treasury Regulations §§ 301.6231(a)(1)-1 so
that the Company is subject to the TEFRA unified audit rules contained in Code
§§ 6221 through 6234 for all taxable years ending after the Effective
Date;

     

    (f)           to
elect to amortize the organizational expenses of the Company ratably over a
period of 180 months as permitted by Code § 709(b); and

     

    (g)           any
other election Tax Matters Member may deem appropriate.

     

    Neither
the Company nor any Member shall make an election for the Company to be excluded
from the application of the provisions of subchapter K of chapter 1 of subtitle
A of the Code or any similar provisions of applicable state law and no provision
of this Agreement shall be construed to sanction or approve such an
election.