Exhibit 3.2

EXECUTION COPY

AMENDED AND RESTATED

AGREEMENT
OF

LIMITED
PARTNERSHIP

OF

EME
HOMER CITY GENERATION L.P.



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TABLE OF CONTENTS

|                                                          |      |   |                                                            | Page
|--------------------------------------------------------- | ---- | - | ---------------------------------------------------------- | ----
|ARTICLE 1.    DEFINITIONS                                 |      | 1
|"ACT"                                                     |      | 1
|"ADJUSTED CAPITAL ACCOUNT"                                |      | 1
|"ADJUSTED CAPITAL ACCOUNT DEFICIT"                        |      | 1
|"AFFILIATE"                                               |      | 1
|"AGENT"                                                   |      | 1
|"AGREED VALUE"                                            |      | 1
|"AGREEMENT"                                               |      | 2
|"ALLOCATION YEAR"                                         |      | 2
|"CAPITAL ACCOUNTS"                                        |      | 3
|"CAPITAL CONTRIBUTIONS"                                   |      | 3
|"CERTIFICATE"                                             |      | 3
|"CODE"                                                    |      | 3
|"DEPRECIATION"                                            |      | 3
|"DISSOLUTION EVENT"                                       |      | 3
|"FISCAL YEAR"                                             |      | 3
|"GENERAL PARTNER"                                         |      | 3
|"GP INTEREST"                                             |      | 3
|"INTEREST HOLDER"                                         |      | 3
|"LIMITED PARTNER"                                         |      | 3
|"LIQUIDATOR"                                              |      | 3
|"LP INTEREST"                                             |      | 3
|"MAJORITY INTEREST"                                       |      | 4
|"NONDEDUCTIBLE EXPENDITURE"                               |      | 4
|"NONRECOURSE DEDUCTIONS"                                  |      | 4
|"PARTICIPATION AGREEMENTS"                                |      | 4
|"PARTNER"                                                 |      | 4
|"PARTNER NONRECOURSE DEBT MINIMUM GAIN"                   |      | 4
|"PARTNER NONRECOURSE DEBT"                                |      | 4
|"PARTNER NONRECOURSE DEDUCTIONS"                          |      | 4
|"PARTNERSHIP"                                             |      | 4
|"PARTNERSHIP INTEREST"                                    |      | 4
|"PARTNERSHIP MINIMUM GAIN"                                |      | 4
|"PERCENTAGE INTEREST"                                     |      | 4
|"PERMITTED TRANSFER"                                      |      | 4
|"PERSON"                                                  |      | 4
|"PROFITS" and "LOSSES"                                    |      | 4
|"REGULATIONS"                                             |      | 5
|"TRANSFER"                                                |      | 5
|ARTICLE 2.    FORMATION OF PARTNERSHIP; PURPOSE           |      | 5
|                                                          | 2.1. |   | FORMATION                                                  |     
|                                                          | 2.2. |   | NAME                                                       |     
|                                                          | 2.3. |   | REGISTERED OFFICE, REGISTERED AGENT AND PLACES OF BUSINESS |     
|                                                          | 2.4. |   | POWER OF ATTORNEY                                          |     
|                                                          | 2.5. |   | TERM                                                       |     
|                                                          | 2.6. |   | CERTIFICATE OF LIMITED PARTNERSHIP                         |     
|                                                          | 2.7. |   | PURPOSE                                                    |     
|ARTICLE 3.    CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS |      | 7
|                                                          | 3.1. |   | GENERAL PARTNER                                            |     
|                                                          | 3.2. |   | LIMITED PARTNERS                                           |     
|                                                          | 3.3. |   | NO INTEREST                                                |     
|                                                          | 3.4. |   | LOANS FROM PARTNERS                                        |     
|                                                          | 3.5. |   | ADDITIONAL CONTRIBUTIONS                                   |     
|ARTICLE 4.    CAPITAL ACCOUNTS                            |      | 8

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|ARTICLE 5.    DISTRIBUTIONS                                      |        | 9 
|---------------------------------------------------------------- | ------ | --
|                                                                 | 5.1.   |   
|                                                                 | 5.2.   |   
|ARTICLE 6.    ALLOCATIONS OF PROFITS AND LOSSES                  |        | 9 
|                                                                 | 6.1.   |   
|                                                                 | 6.2.   |   
|                                                                 | 6.3.   |   
|                                                                 | 6.4.   |   
|                                                                 | 6.5.   |   
|                                                                 | 6.6.   |   
|                                                                 | 6.7.   |   
|ARTICLE 7.    TAX MATTERS                                        |        | 12
|                                                                 | 7.1.   |   
|                                                                 | 7.2.   |   
|                                                                 | 7.3.   |   
|ARTICLE 8.    BUSINESS MANAGEMENT AND OPERATION; INDEMNIFICATION |        | 13
|                                                                 | 8.1.   |   
|                                                                 | 8.2.   |   
|                                                                 | 8.3.   |   
|                                                                 | 8.4.   |   
|                                                                 | 8.5.   |   
|                                                                 | 8.6.   |   
|                                                                 | 8.7.   |   
|                                                                 | 8.8.   |   
|                                                                 | 8.9.   |   
|ARTICLE 9.    LIMITED PARTNER RIGHTS AND OBLIGATIONS             |        | 17
|                                                                 | 9.1.   |   
|                                                                 | 9.2.   |   
|                                                                 | 9.3.   |   
|                                                                 | 9.4.   |   
|                                                                 | 9.5.   |   
|                                                                 | 9.6.   |   
|ARTICLE 10.    TRANSFERS OF INTERESTS                            |        | 18
|                                                                 | 10.1.  |   
|                                                                 | 10.2.  |   
|ARTICLE 11.    ADDITIONAL PARTNERS                               |        | 20
|ARTICLE 12.    DISSOLUTION AND LIQUIDATION                       |        | 20
|                                                                 | 12.1.  |   
|                                                                 | 12.2.  |   
|                                                                 | 12.3.  |   
|                                                                 | 12.4.  |   
|                                                                 | 12.5.  |   
|                                                                 | 12.6.  |   
|                                                                 | 12.7.  |   
|                                                                 | 12.8.  |   
|                                                                 | 12.9.  |   
|                                                                 | 12.10. |   
|ARTICLE 13.    AMENDMENT OF AGREEMENT                            |        | 23
|ARTICLE 14.    GENERAL PROVISIONS                                |        | 23
|                                                                 | 14.1.  |   
|                                                                 | 14.2.  |   
|                                                                 | 14.3.  |   
|                                                                 | 14.4.  |   
|                                                                 | 14.5.  |   
|                                                                 | 14.6.  |   
|                                                                 | 14.7.  |   
|                                                                 | 14.8.  |   
|                                                                 | 14.9.  |   

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EME HOMER CITY GENERATION L.P.    AMENDED AND RESTATED    AGREEMENT OF LIMITED PARTNERSHIP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, is dated as of December 7, 2001, and is entered into by and among MISSION ENERGY
WESTSIDE, INC., a California corporation ("Mission"), as general partner, and CHESTNUT RIDGE ENERGY COMPANY, a California corporation ("Chestnut Ridge"), as a limited partner.

WHEREAS,
the parties hereto entered into an Agreement of Limited Partnership dated as of October 26, 1998; and

WHEREAS,
the parties now wish to amend and restate such Agreement;

NOW,
THEREFORE, the parties hereto agree as follows:

ARTICLE 1.  DEFINITIONS

The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.

"ACT"
means the Pennsylvania Revised Uniform Limited Partnership Act, 15 Pa.C.S.A. ch.85, as amended from time to time (or any corresponding provisions of succeeding law).

"ADJUSTED
CAPITAL ACCOUNT" means, with respect to an Interest Holder, an account the balance (which may be a deficit balance) in which is equal to the balance in such Interest Holder's
Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts which such Interest Holder is
obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore to the Partnership pursuant to Regulations Sections 1.704-2(g)(1) and
1.704-2(i)(5); and (ii) debit to such Capital Account such Interest Holder's share of items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4),
(5) and (6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith.

"ADJUSTED
CAPITAL ACCOUNT DEFICIT" means, with respect to an Interest Holder, the deficit balance, if any, in such Interest Holder's Adjusted Capital Account.

"AFFILIATE"
means, with respect to any Person (i) any other Person who bears a relationship to the first Person described in either Code Section 267(b) (substituting,
however, "10 percent" for "50 percent" everywhere in Code Section 267) or Code Section 707(b) (substituting, however, "10 percent" for "50 percent" everywhere
in Code Section 707), and (ii) any officer, director, general partner, or trustee of any Person described in clauses (i) or (ii) of this sentence.

"AGENT"
has the meaning specified in Section 2.4.1.

"AGREED
VALUE" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:



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The
Agreed Value of any interest in another partnership held by the Partnership shall be determined as provided above, except that (a) at any time at which such Agreed Value is
determined pursuant to clause (i), (ii) or (iii) above, it shall be increased by the Partnership's share of the liabilities of such other partnership under Code Section 752
at such time and (b) Agreed Value shall be increased or decreased to reflect subsequent increases or decreases in the Partnership's share of such liabilities or increases in the Partnership's
individual liabilities by reason of its assumption of liabilities of such other partnership or decreases in the Partnership's individual liabilities by reason of such other partnership's assumption
thereof to the same extent and at the same time that it would be so increased or decreased if it were actually the federal income tax basis of the Partnership's interest in such other partnership.

If
the Agreed Value of an asset has been determined or adjusted pursuant to this definition of Agreed Value, such Agreed Value shall thereafter be adjusted by Depreciation with respect
to such asset taken into account in computing Profits and Losses.

Determinations
of gross fair market value for purposes of this definition of Agreed Value shall be made as follows: (a) in situations described in paragraphs (i), (ii)(a), (ii)(b)
and (iii) above by agreement between the General Partner and the Interest Holder making the contribution or receiving the distribution as the case may be, provided, however that if the General
Partner (or any Affiliate of the General Partner) is the contributor or the distributee such determination shall require agreement between the contributor or the distributor and a Majority Interest;
and (b) in other situations by agreement between the General Partner and a Majority Interest. In a case in which agreement cannot be reached as required in the foregoing provisions of this
paragraph, gross fair market value shall be determined by a mutually acceptable independent appraiser, whose fees shall be divided equally between the Partnership on behalf of the General Partner and
the contributor or distributee.

"AGREEMENT"
means this Amended and Restated Agreement of Limited Partnership.

"ALLOCATION
YEAR" means (i) the period commencing on the date of inception of the Partnership and ending on the next following 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

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described in clauses (i) or (ii) for which the Partnership is required to allocate Profits, Losses and other items of Partnership income, gain, loss or deduction pursuant to
Article 6.

"CAPITAL
ACCOUNTS" mean the capital accounts maintained with respect to Partnership Interests pursuant to Article 4.

"CAPITAL
CONTRIBUTIONS" means with respect to any Partner the amount of money and the initial Agreed Value of any property (other than money) contributed to the Partnership with respect
to the interest in the Partnership held by such Partner.

"CERTIFICATE"
means the certificate of limited partnership for the Partnership required to be filed pursuant to Section 8511 of the Act.

"CODE"
means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

"DEPRECIATION"
means, for each Allocation Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Allocation
Year, except that if the Agreed Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Allocation Year,

Depreciation
shall be determined in accordance with Regulations Section 1.704-1(b)(2)(iv)(g)(3) or Regulations Section 1.704-3(d)(2), whichever is
applicable.

"DISSOLUTION
EVENT" has the meaning assigned to that term in Section 12.1.

"EFFECTIVE
DATE" means [    ].

"FACILITY
LEASES" means each of those eight Facility Lease Agreements dated on or about the date of this Agreement by and among the Partnership and each of Homer City OL1 LLC, Homer City
OL2 LLC, Homer City OL3 LLC, Homer City OL4 LLC, Homer City OL5 LLC, Homer City OL6 LLC, Homer City OL7 LLC, Homer City OL8 LLC, each a Delaware limited liability company.

"FEDERAL
BANKRUPTCY CODE" means the United States Bankruptcy Code of 1978, as amended from time to time, 11 U.S.C. § 101et
seq.

"FISCAL
YEAR" means (i) the period commencing on the date of inception of the Partnership and ending on the next following December 31, (ii) any subsequent
twelve-month period commencing on January 1 and ending on December 31 and (iii) the period commencing on the immediately preceding January 1 and ending on the date on which
all Partnership property has been distributed to the Interest Holders pursuant to Section 12.2 hereof.

"GENERAL
PARTNER" means Mission or its successor in interest or any other Person admitted to the Partnership pursuant to this Agreement in the capacity of a general partner.

"GP
INTEREST" means an interest in the Partnership issued pursuant to this Agreement to a Person in its capacity as the General Partner.

"INTEREST
HOLDER" means any Person who is entitled to receive distributions and allocations with respect to a Partnership Interest.

"LIMITED
PARTNER" means, as the case may be, Chestnut Ridge or any other Person admitted to the Partnership pursuant to this Agreement in the capacity of a limited partner.

"LIQUIDATOR"
has the meaning specified in Section 12.2.

"LP
INTEREST" means an interest in the Partnership issued pursuant to this Agreement to a Person its capacity as a Limited Partner.

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"MAJORITY
INTEREST" means Limited Partners whose aggregate Percentage Interests total more than one-half of the aggregate Percentage Interests of the Limited Partners.

"NONDEDUCTIBLE
EXPENDITURE" has the meaning specified under the definition of Profits below.

"NONRECOURSE
DEDUCTIONS" has the meaning set forth in regulations Section 1.704-2(b)(1). The amount and items of Nonrecourse Deductions shall be determined in
accordance with Regulations Sections 1.704-2(c) and 1.704-2(j)(1).

"PARTICIPATION
AGREEMENTS" means those eight Participation Agreements dated on or about the date of this Agreement by and among the Partnership, each of Homer City OL1 LLC, Homer City
OL2 LLC, Homer City OL3 LLC, Homer City OL4 LLC, Homer City OL5 LLC, Homer City OL6 LLC, Homer City OL7 LLC, and Homer City OL8 LLC, each a Delaware limited liability company; Wells Fargo Bank
Northwest, National Association, both in its individual capacity and solely as Owner Manager under each Participation Agreement; General Electric Capital Corporation, a Delaware corporation, as Owner
Participant; Homer City Funding LLC, a Delaware limited liability company; The Bank of New York, both in its individual capacity and solely as Lease Indenture Trustee under each Participation
Agreement; The Bank of New York, both in its individual capacity and solely as Security Agent under each Participation Agreement; and The Bank of New York (as successor to United States Trust Company
of New York), both in its individual capacity and solely as Bondholder Trustee under each Participation Agreement.

"PARTNER"
means the General Partner or a Limited Partner.

"PARTNER
NONRECOURSE DEBT MINIMUM GAIN" has the meaning set forth in Regulations Section 1.704-2(i).

"PARTNER
NONRECOURSE DEBT" has the meaning set forth in Regulations Section 1.704-2(b)(4).

"PARTNER
NONRECOURSE DEDUCTIONS" has the meaning set forth in Regulations Section 1.704-2(i).

"PARTNERSHIP"
means EME Homer City Generation L.P., a Pennsylvania limited partnership.

"PARTNERSHIP
INTEREST" means a GP Interest or an LP Interest.

"PARTNERSHIP
MINIMUM GAIN" has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

"PERCENTAGE
INTEREST" means, with respect to any Interest Holder, the Interest Holder's interest, expressed as a percentage, in certain Profits, Losses (and items thereof) and
distributions of the Partnership as set out in this Agreement and as may be amended from time to time to reflect the transfer of Partnership Interests or the issuance of additional Partnership
Interests.

"PERMITTED
TRANSFER" is defined in Section 10.2.2.

"PERSON"
means an individual, a corporation, a partnership, a trust, an unincorporated organization, an association, or any other entity.

"PLEDGE
AND COLLATERAL AGREEMENT" means that certain Pledge and Collateral Agreement dated on or about the date of this Agreement made by Edison Mission Holdings Co., in favor of The
Bank of New York (as successor to United States Trust Company of New York), as Collateral Agent.

"PROFITS"
and "LOSSES" means, for each Allocation Year, an amount equal to the Partnership's taxable income or loss for such Allocation Year, determined in accordance with Code

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Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or
loss), with the following adjustments:



"REGULATIONS"
means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding
regulations).

"TRANSFER"
means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell,
pledge, hypothecate, or otherwise dispose of.

ARTICLE 2.  FORMATION OF PARTNERSHIP; PURPOSE

2.1.FORMATION; AMENDMENT.    The General Partner and the Limited Partner have formed the Partnership as a limited
partnership pursuant to the provisions of the Act, and now wish to amend and restate the partnership agreement of the Partnership in its entirety as of the date hereof. The General Partner and the
Limited Partner have entered into this Amended and Restated Agreement to set forth the rights and obligations of the Partners and certain matters related thereto. Except as

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expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution, and termination of the Partnership shall be governed by the Act.

2.2.NAME.    The name of the Partnership shall be, and the business of the Partnership shall be conducted under
the name of, "EME Homer City Generation L.P."; provided, however, that (a) the Partnership's business may be conducted under any other name or names deemed advisable by the General Partner,
(b) the General Partner in its sole discretion may change the name of the Partnership at any time and from time to time, and (c) the name of the Partnership and any name under which the
Partnership conducts business shall include "L.P." or "Limited Partnership" (or similar words or letters) where necessary for purposes of maintaining the limited liability status of the Limited
Partners or otherwise complying with the laws of any jurisdiction that so requires.

2.3.REGISTERED OFFICE, REGISTERED AGENT AND PLACES OF BUSINESS.    The registered office of the Partnership in the
Commonwealth of Pennsylvania is CT Corporation, 1635 Market Street, Philadelphia, Pennsylvania 19103. The General Partner may change the registered office of the Partnership in the Commonwealth of
Pennsylvania upon giving notice of such change to the other Partners. The Partnership may establish other offices at such places as the General Partner deems advisable.

2.4.POWER OF ATTORNEY.



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2.5.TERM.    The term of the Partnership commenced upon the filing of the Certificate with the Pennsylvania
Secretary of State and shall continue until the close of Partnership business on December 31, 2048 or such later date on which the Partnership no longer has any right to the use or possession
of the Facility, unless the Partnership is earlier terminated in accordance with the provisions of Section 12.10.

2.6.CERTIFICATE OF LIMITED PARTNERSHIP.    The General Partner shall file an amendment to the Certificate for the
Partnership with the Secretary of State of the Commonwealth of Pennsylvania as required by the Act. The Certificate, and any further amendment to the Certificate, shall address only the matters set
forth in Section 8511(a)(1), (2), (3) and (4) of the Act. The General Partner shall deliver to each Limited Partner a copy of the Certificate and any further certificate of
amendment thereto. The General Partner shall cause to be filed such other certificates or documents as may be required for the operation, and qualification of a limited partnership in Pennsylvania and
any other state in which the Partnership may elect to do business. The General Partner shall thereafter file any necessary certificates of amendment to the Certificate and such other certificates and
documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in
which the Limited Partners have limited liability) under the laws of Pennsylvania and any other state in which the Partnership may elect to do business.

2.7.PURPOSE.    The purpose and business of the Partnership shall be to engage in acquiring, leasing, owning,
and/or operating the Homer City Electric Generation Station located near Indiana, Pennsylvania, and certain facilities and other assets associated therewith and ancillary thereto, to enter into
financing arrangements in respect thereof and to engage in all other lawful business activities in connection therewith, including those activities contemplated by the Participation Agreements.

ARTICLE 3.  CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

3.1.GENERAL PARTNER.    Mission has, in its capacity as the General Partner, contributed to the Partnership such
amount and, as of the Effective Date, shall own the Percentage Interest, set forth opposite its name in SCHEDULE A hereto.

3.2.LIMITED PARTNERS.    At the request of the General Partner, Chestnut Ridge, in its capacity as a Limited
Partner, has contributed to the Partnership such amount and, as of the Effective Date shall own the Percentage Interest, set forth opposite its name in SCHEDULE A hereto.

3.3.NO INTEREST.    No interest shall be paid by the Partnership on any Capital Contributions or on the amount in
any Partner's Capital Account.

3.4.LOANS FROM PARTNERS.    Loans or other similar advances by a Partner to or for the account of the Partnership
shall not be considered Capital Contributions. Any such loans or other similar advances shall be made subject to such terms and conditions acceptable to the lending Partner as the General Partner
determines to be in the best interests of the Partnership.

3.5.ADDITIONAL CONTRIBUTIONS.    Except as provided in this Section 3.5 or as required pursuant to an
agreement relating to the purchase by any person other than Mission or Chestnut Ridge

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of a Partnership Interest in the Partnership, no Partner shall be entitled to make additional capital contributions to the Partnership, except upon the approval of the General Partner; PROVIDED that
each Partner shall be given the opportunity for 30 days after written notice from the General Partner to make such Partner's PRO RATA share of additional contributions. If such rights of
contribution are
exercised by some but not all of the partners, the General Partner shall so notify all of the Partners. Thereafter, the Partners that elected to exercise such rights of contribution shall have the
further right to make additional contributions up to the amount of the contribution shortfall on a PRO RATA basis, or as they may otherwise agree, within 10 days of receipt of such second
notice, and the respective Partnership Interests of all the Partners shall be adjusted to reflect such unequal additional contributions. Nothing in this Section 3.5 shall require the General
Partner to give the initial written notice requesting additional Capital contributions.

ARTICLE 4.  CAPITAL ACCOUNTS

The Partnership shall maintain for each Interest Holder a single Capital Account with respect to the Interest Holder's Partnership Interest in accordance with the
regulations issued pursuant to Section 704 of the Code. The Capital Account of each Interest Holder shall be maintained for such Person in accordance with the following provisions:



The
principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Partnership by the maker of the note shall not
be included in the Capital Account of any Interest Holder until the Partnership makes a taxable disposition of the
note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2).

The
foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Sections
1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner consistent with such Regulations. To the extent that such Regulations require that adjustments other
than those set out above or in Section 6.4.6 be made to the Capital Accounts of the Partners, such adjustments shall be made, but without duplication of any such required adjustments that are
effected through the definitions of "Profits" and "Losses" or Section 6.4.6 or Section 6.6.6.

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ARTICLE 5.  DISTRIBUTIONS

5.1.IN GENERAL.    The General Partner shall determine from time to time whether the Partnership has funds in
excess of those reasonably needed by the business of the Partnership (including reasonable reserves for operating expenses, for debt service, for repairs, for capital expenditures, improvements, and
additions, and for contingencies). Such determination shall be made as of the end of each calendar year and the excess funds so determined with respect to a calendar year, if any, shall be distributed
to the Partners within 60 days after the end of such calendar year. The General Partner may also determine in its sole discretion to make additional distributions of excess Partnership funds to
the Partners. Any such annual or additional distributions shall be made to the Interest Holders in proportion to their respective Percentage Interests. Notwithstanding anything in this
Section 5.1 to the contrary, however, the Partnership shall not under any circumstances make any such distributions from any accounts (including accounts that may accrue emission allowances or
proceeds from the sales of the same) established pursuant to the financing arrangements entered into by the Partnership with third parties, other than in accordance with the applicable security
agreements or other financing documents governing such accounts or restricting such distributions.

5.1.LIQUIDATING DISTRIBUTIONS.    Notwithstanding Section 5.1 to the contrary, following the dissolution of
the Partnership, distributions to the Partners shall be made in accordance with the provisions of Article 12.

ARTICLE 6.  ALLOCATIONS OF PROFITS AND LOSSES

6.1.PROFITS.    After giving effect to the special allocations set forth in Sections 6.4 and 6.5 hereof, Profits
for any Allocation Year shall be allocated among the Interest Holders in proportion to their respective Percentage Interests.

6.2.LOSSES.    After giving effect to the special allocations set forth in Sections 6.4 and 6.5 hereof, and
subject to the provisions of Section 6.3 below, Losses for any Allocation Year shall be allocated among the Interest Holders in proportion to their respective Percentage Interests.

6.3.LIMITATIONS ON ALLOCATIONS OF LOSSES.    The Losses allocated to any Interest Holder pursuant to
Section 6.2 hereof for any Allocation Year shall not exceed the maximum amount of Losses that can be so allocated without causing such Interest Holder to have (or to suffer an increase to) an
Adjusted Capital Account Deficit at the end of the Allocation Year. Any Losses otherwise allocable to an Interest Holder but for the limitation set forth in this Section 6.3 shall be
reallocated among Interest Holders, if any, having positive balances in their Adjusted Capital Accounts in accordance with the provisions of Section 6.2, subject, however, to the limitation of
the preceding sentence and a consequent reallocation pursuant to this sentence. Any Losses which may be allocated to no Interest Holder under Section 6.2 due to such limitation shall be
allocated among the Interest Holders in the proportions required by Regulations Section 1.704-1(b)(3).

6.4.SPECIAL ALLOCATIONS.    The following special allocations shall be made in the following order:



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6.5.CURATIVE ALLOCATIONS.    The allocations set forth in Sections 6.4.1 through 6.4.6, inclusive, and 6.6.5
hereof (the "REGULATORY ALLOCATIONS") are intended to comply with certain requirements of the Regulations and Internal Revenue Service advance ruling requirements. It is the intent of the parties to
this Agreement that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of income, gain, loss or
deduction pursuant to this Section 6.5. Therefore, notwithstanding any other

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provision of this Article 6 (other than the Regulatory Allocations and the following sentence), the General Partner shall make such offsetting special allocations of Partnership income, gain,
loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Interest Holder's Capital Account balance is, to the extent possible, equal to
the Capital Account balance which such Interest Holder would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Sections 6.1
and 6.2 hereof. In exercising its discretion under this Section 6.5, the General Partner shall take into account Regulatory Allocations under Sections 6.4.1 and 6.4.2 that, although not yet
made, are likely to offset other Regulatory Allocations previously made under Sections 6.4.4 and 6.4.5.

6.6.OTHER ALLOCATION RULES.



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6.7.TAX ALLOCATIONS; CODE SECTION 704(c).



ARTICLE 7.  TAX MATTERS

7.1.PREPARATION OF TAX RETURNS.    The General Partner shall arrange for the preparation and timely filing of all
returns of Partnership income, gains, losses, deductions, credits, and other items necessary for federal, state and local income tax purposes and shall use reasonable best efforts to furnish to the
Interest Holders within ninety days after the close of each taxable year of the Partnership the tax information reasonably required for federal, state and local income tax reporting purposes. The
classification, realization, and recognition of income, gains, losses, deductions, credits, and other items shall be on the accrual method of accounting for federal income tax purposes, unless the
General Partner shall elect otherwise in its sole discretion in accordance with applicable law. The General Partner shall not change the method of accounting initially elected by the Partnership
(except if required to do so by law) without the prior written consent of a Majority Interest.

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7.2.TAX ELECTIONS.

Except
as provided in Section 7.1, the General Partner shall, in its sole discretion, determine whether to make any election available under the Code or any other applicable
taxing statute; provided, however, (i) that the General Partner shall not make an election to adjust the basis of property pursuant to Code Sections 754, 734(b) and 743(b), or comparable
provisions of state or local law, without the prior written consent of a Majority Interest and shall make such election if requested to do so by a Majority Interest, and (ii) the General
Partner shall not extend the statute of limitations for assessment of tax deficiencies against the Interest Holders with respect to adjustments to the Partnership's federal, state or local tax returns
unless the Limited Partners unanimously vote for such extension.

7.3.TAX CONTROVERSIES.    The General Partner is designated as the Tax Matters Partner (as defined in
section 6231 of the Code) and is authorized and required to represent the Partnership (at the Partnership's expense) in connection with all examinations of the Partnership's affairs by tax
authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each of the Interest Holders agrees
to cooperate with the General Partner and to do or refrain from doing any and all things reasonably required by the General Partner to conduct such proceedings.

ARTICLE 8.  BUSINESS MANAGEMENT AND OPERATION; INDEMNIFICATION

8.1.POWERS OF GENERAL PARTNER.    Except as otherwise expressly provided in this Agreement, all powers to control
and manage the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any right or power to control or manage the business and
affairs of the Partnership.

Except
as otherwise expressly provided in this Agreement, and in addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law, or which
are granted to the General Partner under any other provisions of this Agreement, the General Partner is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and
perform any and all acts and things that it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following (but subject to
the restrictions set forth in the following), but only in furtherance of the purposes of the Partnership and for the benefit of the Partnership:



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in
each case at such times and upon such terms and conditions as the General Partner deems appropriate or necessary, and subject to any express restrictions contained elsewhere in this Agreement;

8.2.DUTIES OF GENERAL PARTNER.    The General Partner shall manage the business and affairs of the Partnership in
the manner that the General Partner deems appropriate or necessary. Without limiting the generality of the foregoing, the General Partner's duties shall include the following:



in
each case in such a manner as the General Partner deems appropriate or necessary, and provided moreover that the General Partner shall not be deemed to be in violation of this Article 8.2 or
any of its other duties or obligations hereunder as a result of its compliance with Sections or 8.1.2 and 8.1.6. hereof.

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8.3.PROHIBITED ACTIONS AND ACTIONS REQUIRING LIMITED PARTNER APPROVAL.    Notwithstanding any other provisions of
this Agreement to the contrary the General Partner shall not take any of the following actions without the prior consent of all of the Partners:



The
foregoing rights granted to each Partner in this Section 8.3 shall include only the right to grant or withhold consent to any of the foregoing actions that are initiated or
proposed by the General Partner and each Partner shall have no right to require the General Partner to take any such action. If any consent of any Partner with respect to any course of action to be
taken or not taken by the Partnership is requested, such consent shall not be unreasonably denied or withheld; and if such Partner shall not respond within fifteen (15) days after receipt of
such request, such Partner shall be deemed to have given its consent pursuant to such request, and the other Partners (i) shall be entitled to take or refrain from taking any action in reliance
thereon, and (ii) shall have no liability to such Partner as a result of such action or inaction.

8.4.REIMBURSEMENT OF THE GENERAL PARTNER.    The General Partner shall be promptly reimbursed from the assets of
the Partnership for all reasonable and proper expenses incurred on behalf of the Partnership.

8.5.PARTNERSHIP FUNDS.    The funds of the Partnership shall be deposited in such account or accounts as shall be
designated by the General Partner and shall not be commingled with the funds of the General Partner. All withdrawals from or charges against such accounts shall be made by the General Partner or by
its agents.

8.6.OUTSIDE ACTIVITIES.



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8.7.LIMITED LIABILITY; INDEMNIFICATION.

The
General Partner will not be liable to the Partnership or the Limited Partners for any act or omission by the General Partner pursuant to the authority granted to it by this
Agreement, except by reason of willful misconduct, recklessness, or any act in breach of this Agreement. The General Partner will indemnify and save harmless the Partnership and the Limited Partners
from any loss or liability arising out of its willful misconduct, recklessness, or breach of this Agreement. In determining whether the General Partner's acts hereunder constitute willful misconduct
or recklessness, the Partners hereby agree that it shall not constitute willful misconduct or recklessness for the General Partner to comply with the provisions of those certain
sale-leaseback transaction documents entered into on or about the date hereof and contemplated by the Participation Agreements (and specifically the return conditions set forth in
Section 5 of the Facility Leases related thereto) and any other related documents to which the Partnership is a party. Further, in discharging its duties to the Partnership hereunder, the
General Partner shall, to the fullest extent permitted by Pennsylvania law, be entitled to consider, to the extent it deems it appropriate in determining the best interests of the Partnership, the
effects of any action it might take, upon creditors of the Partnership. The foregoing sentence shall continue to be in effect even though the General Partner is, or is an Affiliate of, a creditor of
the Partnership, so long as any such determination does not constitute willful misconduct or recklessness.

The
Partnership will indemnify and save harmless the General Partner from any loss or liability incurred by the General Partner by reason of any act performed by the General Partner on
behalf of the Partnership or in furtherance of the Partnership's interest other than by reason of the General Partner's willful misconduct, recklessness or breach of this Agreement, to the broadest
extent permitted under Section 8510 of the Act or any similar successor statute. In the event the General Partner is found personally liable for any debts of the Partnership and is required to
and does satisfy a Partnership liability out of its personal assets, the General Partner will have a right of reimbursement out of the assets of the Partnership (the "Right of Reimbursement"). The
Right of Reimbursement will accrue to the General Partner 30 days after written notice thereof is given to each of the other Partners. Upon such accrual of the Right of Reimbursement, the
General Partner will be reimbursed out of the assets of the Partnership in the following order of priority, but only to the extent necessary to satisfy such Right of Reimbursement: (i) out of
the amounts then available for distribution to Interest Holders pursuant to Section 5.1 or Section 12.2; (ii) out of funds obtained by the Partnership from unsecured borrowings by
the Partnership without recourse to any Partner; (iii) out of funds obtained by the Partnership from sale or refinancing of the assets of the Partnership; and (iv) out of funds obtained
by the Partnership in any other manner; provided, however, that before any such sale or refinancing is
consummated, the General Partner will have endeavored to obtain funds in the form of loans to the Partnership from the Limited Partners in an amount sufficient to reimburse the General Partner; and,
provided further, that in the event the General Partner is to be reimbursed out of the proceeds of a proposed sale or refinancing of the assets of the Partnership, the General Partner will give
90 days prior written notice of any such proposed sale or refinancing to each of the other Partners. If sufficient funds described in clauses (i) or (ii) of the preceding sentence
are obtained and used by the Partnership to reimburse the General Partner prior to the expiration of such 90-day period, such proposed sale or refinancing will not be consummated unless
all of the Partners consent thereto. To the extent not reimbursed as provided above, the General Partner will have no right of contribution from the Limited Partners.

8.8.BOOKS, RECORDS, AND ACCOUNTING.



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8.9.FISCAL YEAR; TAXABLE YEAR.    The fiscal year of the Partnership for financial accounting purposes and the
taxable year of the Partnership for income tax purposes shall be the Fiscal Year,
unless the General Partner shall determine otherwise in its sole discretion in accordance with applicable law.

ARTICLE 9.  LIMITED PARTNER RIGHTS AND OBLIGATIONS

9.1.LIMITATION OF LIABILITY.    No Limited Partner shall have liability for the debts, obligations, or liabilities
of the Partnership.

9.2.MANAGEMENT OF BUSINESS.    A Limited Partner shall not, in its capacity as a Limited Partner, take part in the
operation, management, or control (within the meaning of the Act) of the Partnership's business, transact any business in the Partnership's name, or have the power to sign documents for or otherwise
bind the Partnership.

9.3.OUTSIDE ACTIVITIES.    A Limited Partner shall be entitled to and may have business interests and engage in
business activities in addition to those relating to the Partnership. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement or the Partnership
relationship created hereby in any business ventures of any Limited Partner.

9.4.RETURN OF CAPITAL.    A Limited Partner shall not be entitled to the withdrawal or return of its Capital
Contributions, except to the extent provided for in this Agreement.

9.5.RIGHTS OF LIMITED PARTNERS.    In addition to other rights provided by this Agreement or by applicable law, a
Limited Partner shall have the right, upon reasonable demand, during ordinary business hours, and at the Limited Partner's own expense:



9.6.ABILITY TO REMOVE GENERAL PARTNER.



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ARTICLE 10.  TRANSFERS OF INTERESTS

10.1.GENERAL PARTNER.



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10.2.LIMITED PARTNERS.



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ARTICLE 11.  ADDITIONAL PARTNERS

The General Partner may admit additional or substitute Partners to the Partnership only in accordance with the Act and only with the prior consent of each
Partner, which consent may be withheld for any reason. Upon such an admission of any substitute or additional Partner, the General Partner shall cause to be properly prepared, filed and executed:
(i) pursuant to the Act any amendment of the Certificate that is required by the Act by reason of such admission and (ii) any amendment to any registration, certificate or other document
required by any State by reason of such admission.

ARTICLE 12.  DISSOLUTION AND LIQUIDATION

12.1.DISSOLUTION.    The Partnership shall be dissolved, and its affairs shall be wound up, upon the first to
occur of any of the following events (each a "Dissolution Event"):



provided,
however, that upon the occurrence of any event set forth in Section 12.1.2, the Partnership shall not be dissolved or required to be wound up if within one hundred eighty
(180) days after such event a Majority Interest of the remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such
event, of a successor General Partner.

For
purposes of this Section 12.1, bankruptcy of the General Partner shall be deemed to have occurred when the General Partner: (i) makes an assignment for the benefit of
creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudged bankrupt or insolvent; (iv) files an application or answer seeking for itself any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest
the material allegations of a petition or application filed against it in any proceeding of a type referred to in clause (ii) or (iv); or (vi) seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of the General Partner or of all or any substantial part of its properties. In addition, for purposes of this Section 12.1, bankruptcy of the
General Partner shall be deemed to have occurred if within 120 days after the commencement of any proceeding against the General Partner seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law or regulation the proceeding has not been dismissed or if within 90 days after the appointment without its
consent or acquiescence of a trustee, receiver or liquidator of the General Partner or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within
90 days after the expiration of any such stay, the appointment is not vacated.

12.2.LIQUIDATION.    Upon dissolution of the Partnership, the then General Partner, or in the event the General
Partner has withdrawn from the Partnership or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by a Majority Interest, shall be the

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liquidator of the Partnership (the "Liquidator"). The Liquidator shall be entitled to receive such compensation for its services as may be approved by a Majority Interest. The Liquidator shall not
resign at any time without fifteen days' prior written notice and, if other than the General Partner, may be removed at any time, with or without cause, by notice of removal approved by a Majority
Interest. Upon dissolution, resignation, or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers, and obligations of the original
Liquidator) shall, within thirty days thereafter, be approved by a Majority Interest. Except as expressly provided in this Article 12, the Liquidator approved in the manner provided herein
shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject
to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent appropriate or necessary in the good faith judgment of the Liquidator to carry out the
duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up
and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order
and priority, to the maximum extent permitted by law:



12.3.DISTRIBUTION IN KIND.    Notwithstanding the provisions of Section 12.2 requiring the liquidation of
the assets of the Partnership, but subject to the order of priorities set forth therein, if on dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the
Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole discretion, defer for a reasonable time the liquidation of any assets except those
necessary to satisfy liabilities of the Partnership and may, in its sole discretion, distribute to the Partners, as tenants in common, in lieu of cash, and as their interests may appear in accordance
with the provisions of Section 12.2.2, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation; provided, however, that the Liquidator must comply
with the liquidating distribution timing requirements of Section 12.7 hereof. Any distributions in kind shall be subject to such conditions relating to the disposition and management thereof as
the Liquidator deems reasonable and equitable. By way of clarification, for purposes of determining the Interest Holders' respective shares of income, gain, loss, and deduction of the Partnership for
the taxable year of the Partnership in which the distribution in liquidation occurs and of adjusting the Capital Accounts of the Interest Holders therefor in accordance with Section 12.2.2 and
Article 6, the definitions herein of "Agreed

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Value" and "Profits" and "Losses" require that Partnership assets to be distributed in kind shall be considered to have been first sold at their fair market values (taking Code Section 7701(g)
into account) and the Profits or Losses deemed realized therefrom shall be allocated among the Interest Holders as if an actual sale had occurred, and the Capital Accounts of the Interest Holders
shall be adjusted to reflect such allocation in accordance with Article 6. The fair market value of any property distributed in kind shall be the value determined by an appraiser selected by a
Majority Interest unless the Partners agree as to such fair market value.

12.4.CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP.    Upon the completion of the distribution of Partnership
property pursuant to Sections 12.2 and 12.3, the Partnership shall be terminated, and the Liquidator (or the Limited Partners if necessary) shall cause the cancellation of the Certificate and all
qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the Commonwealth of Pennsylvania and shall take such other actions as may be necessary to terminate the
Partnership.

12.5.NO GENERAL PARTNER LIABILITY FOR RETURN OF CAPITAL.    No General Partner shall be personally liable for the
return of the Capital Contributions of the Limited Partners, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

12.6.WAIVER OF PARTITION.    Each Partner hereby waives any rights to partition of the Partnership's property.

12.7COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS.    In the event that the Partnership is liquidated within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(G), then (a) distributions shall be made pursuant to Section 12.2 to the Interest Holders who have positive
Capital Accounts in compliance with the timing requirements of Regulations Section 1.704-1(b)(2)(ii)(B)(2); provided, however, that the Liquidator may exercise the discretion set
forth in Section 12.2.2. If any Interest Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years,
including the year during which such liquidation occurs), such Interest Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and
such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

12.8.NON-DISSOLVING CODE SECTION 708(B) TERMINATIONS.    Notwithstanding any other provision of this
Section 12, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred, the
Partnership's assets shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up.

12.9.ALLOCATIONS DURING THE PERIOD OF LIQUIDATION.    Until the date on which all of the assets of the Partnership
have been distributed to the Interest Holders pursuant to Section 12.2 hereof, the Interest Holders shall continue to share Profits, Losses and other items of Partnership income, gain,
deduction and loss as provided in Article 6 hereof.

12.10.VOLUNTARY BANKRUPTCY FILINGS    The General Partner shall not file a voluntary case for the
protection of the Partnership under a chapter of the Federal Bankruptcy Code except in accordance with the organic documents of the General Partner, which provide for the unanimous vote of the General
Partner's board of directors to take such action. Further, no such action shall be taken unless
the Partnership is insolvent in the good faith judgment of the General Partner, after receiving the written opinion of an independent nationally recognized appraisal firm experienced in evaluating
companies like the Partnership, to the effect that the Partnership is "insolvent" as defined under Section 101(32) of the Federal Bankruptcy Code. Specifically, the General Partner shall not be
acting recklessly or committing willful misconduct if it considers the interests of the Partnership's creditors in accordance with Pennsylvania law in determining whether it is in the best interests
of the Partnership to file for voluntary bankruptcy protection.

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ARTICLE 13.  AMENDMENT OF AGREEMENT

Amendments to this Agreement may be proposed by any Partner. A proposed amendment shall be effective only when approved in writing by the General Partner and a
Majority Interest unless the consent of all Partners is unambiguously required by the Act.

ARTICLE 14.  GENERAL PROVISIONS

14.1.PERSONAL PROPERTY.    The Partnership Interest of any Partner shall be personal property for all purposes.

14.2.ADDRESSES AND NOTICES.    Any notice, demand, request, payment, or report required or permitted to be given
or made to a Limited Partner under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class mail or by other means of written
communication to such Partner at such Partner's address as shown on the signature page or pages hereof or to such other address as such Partner may specify for the purpose by notice to the General
Partner given in accordance with this Section 14.2. Any notice to the Partnership or the General Partner shall be deemed given if received in writing by the General Partner at the General
Partner's address as shown on the signature page or pages hereof or to such other address as the General Partner may specify for the purpose by notice to each Limited Partner in accordance with this
Section 14.2.

14.3.HEADINGS.    All article or section headings in this Agreement are for convenience only and shall not be
deemed to control or affect the meaning or construction of any of the provisions hereof

14.4.BINDING EFFECT.    This Agreement shall be binding upon and inure to the benefit of the parties hereto
(including the additional Persons that become Partners as provided herein) and their heirs, executors, administrators, successors, legal representatives, and assigns.

14.5.INTEGRATION.    This Agreement constitutes the entire Agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements and understandings pertaining thereto.

14.6.WAIVER.    No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or
condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement, or condition.

14.7.COUNTERPARTS.    This Agreement may be executed in any number of counterparts, all of which together shall
constitute one agreement binding on the parties hereto including the additional Persons that become Interest Holders as provided herein.

14.8.SEVERABILITY.    If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any
respect, the validity, legality, and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.

14.9.APPLICABLE LAW.    This Agreement shall be governed by and construed and enforced in accordance with the laws
of the Commonwealth of Pennsylvania, without reference to principles of choice of law or choice of forum.

*
* *

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IN WITNESS WHEREOF, this Amended and Restated Agreement of Limited Partnership of EME Homer City Generation L.P. has been duly executed and entered into by the General Partner and the
Limited Partner on the date first above written.

| |  | GENERAL PARTNER                                                                           
| |  | ------------------------------------------------------------------------------------------
| |  | MISSION ENERGY WESTSIDE
18101 Von Karman Avenue, Suite 1700
Irvine, California 92612      
| |  | By:                                                                                       
| |  | Name:                                                                                     
| |  | Its:                                                                                      
| |  | LIMITED PARTNER                                                                           
| |  | CHESTNUT RIDGE ENERGY COMPANY
18101 Von Karman Avenue, Suite 1700
Irvine, California 92612
| |  | By:                                                                                       
| |  | Name:                                                                                     
| |  | Its:                                                                                      

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SCHEDULE A  INITIAL CAPITAL CONTRIBUTION/PERCENTAGE INTEREST

|NAME           |  | INTEREST |  | CAPITAL
CONTRIBUTION |  | PERCENTAGE
INTEREST |  
|-------------- |  | -------- |  | -------------------- |  | ------------------- | -
|Mission        |  | G.P.     |  | [            ]       |  | 0.1                 | %
|Chestnut Ridge |  | L.P.     |  | [            ]       |  | 99.9                | %

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