ASSIGNMENT
AND ASSUMPTION AGREEMENT
This
ASSIGNMENT AND ASSUMPTION AGREEMENT (the “ Assignment
”), dated as of October 6, 2008, is entered into by and
between Pringle Wind I, LLC, a Texas limited liability company
(“ Assignor ”), and LittlePringle2, LLC, a
Delaware limited liability company (" Assignee ”), and
consented to and acknowledged by Hutchinson County, Texas, acting
through its duly elected Commissioners Court (“ Hutchinson
County ”).
WHEREAS,
Assignor and Hutchinson County entered into that certain Tax
Abatement Agreement, dated August 25, 2008 (the “
Contract ”), pursuant to which Hutchinson County
agreed to exempt from taxation certain percentages of real property
upon which a wind farm is intended to be developed;
WHEREAS,
Higher Power Energy, LLC (“ Higher Power Energy
”) holds 100% of the limited liability company interest in
the Assignor;
WHEREAS,
Higher Power Energy and Perpetual Energy Ltd. (“
Perpetual ”) hold in aggregate 100% of the limited
liability company interest in Higher Perpetual Energy, LLC (“
Higher Perpetual ”);
WHEREAS,
Higher Perpetual and DeWind Energy Development Company, LLC
(“ DeWind ”) have established DeWind SWI Wind
Farms, LLC (“ Company ”) with the intent of
developing certain wind farm projects, have entered into a limited
liability company agreement with the Company in furtherance of such
pursuit, and will initially hold in aggregate 100% of the limited
liability company interest in the Company;
WHEREAS,
the Company holds 100% of the limited liability company interest in
the Assignee;
WHEREAS,
Higher Perpetual, DeWind, Higher Power Energy, the Company,
Assignee and others have entered into a Conveyance and Contribution
Agreement which sets out, among other things, the contributions
that each o
