This Operating Agreement (this “ Agreement ”) is made effective as of October 6, 2008 by DeWind
SWI Wind Farms, LLC, a Delaware limited liability company, as the sole member (the “ Sole Member ”) of
LittlePringle2, LLC, a Delaware limited liability company (the “ Company ”).
The Company was organized under Delaware law on September 10, 2008.
The Sole Member desires to enter into this initial operating agreement.
The Company has no current intention of admitting additional members. If additional members are
admitted, the Company and the Sole Member will amend or replace this Agreement, as may be necessary or
appropriate, to address any issues raised by joint or multiple ownership of the Company.
DEFINITIONS AND GENERAL MATTERS
1.1 General Definitions. In addition to terms defined elsewhere in this Agreement, the
following terms shall have the meanings indicated below:
“ Act ” means the Delaware Limited Liability Company Act, as amended.
“ Certificate of Formation ” means the Certificate of Formation of the Company filed with
the Secretary of State of the State of Delaware on September 10, 2008, as amended from time to time.
“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended.
References to a specific provision of the Act or the Internal Revenue Code shall be deemed to refer to
any successor provision. This Agreement shall constitute a “limited liability company agreement” for all purposes
under the Act.
1.2 Purpose. The purpose of the Company is to engage in any lawful activity. Without
limiting the scope of permitted activities, the Company is expressly authorized to develop, own, finance,
construct, operate and maintain a wind energy generation facility located in Hutchinson County, Texas, and to
engage in any other activities that are related or incidental to the foregoing.
1.3 Limited L