Exhibit 2.1

PURCHASE AGREEMENT        DATED JULY 29, 2004        BY AND AMONG        EDISON MISSION ENERGY,        IPM EAGLE LLP,        INTERNATIONAL POWER PLC,        MITSUI & CO., LTD.        AND THE OTHER SELLERS ON THE SIGNATURE PAGE HERETO

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TABLE OF CONTENTS

|                                                          |  |                                                             |  | Page
|--------------------------------------------------------- |  | ----------------------------------------------------------- |  | ----
|ARTICLE I. BASIC TRANSACTIONS                             |  | 2                                                          
|1.1                                                       |  | Sale and Purchase of the Shares and Owner Notes             |  | 2   
|1.2                                                       |  | Assignments Among Sellers                                   |  | 2   
|1.3                                                       |  | Excluded Items                                              |  | 2   
|1.4                                                       |  | Confidentiality Agreements                                  |  | 3   
|1.5                                                       |  | Assignment of Rights and Obligations to Purchaser Designees |  | 3   
|ARTICLE II. PURCHASE PRICES, PAYMENTS AND ADJUSTMENTS     |  | 5                                                          
|2.1                                                       |  | Purchase Price                                              |  | 5   
|2.2                                                       |  | Allocations                                                 |  | 6   
|2.3                                                       |  | Payment                                                     |  | 6   
|2.4                                                       |  | Project Partial Termination Purchase Price Adjustment       |  | 7   
|2.5                                                       |  | Other Purchase Price Adjustments                            |  | 7   
|ARTICLE III. CLOSING                                      |  | 9                                                          
|3.1                                                       |  | Time and Place of Closing                                   |  | 9   
|3.2                                                       |  | Payments At and After the Second Closing                    |  | 10  
|3.3                                                       |  | Postponement of Closing Dates                               |  | 10  
|3.4                                                       |  | Documents to Be Delivered by the Sellers                    |  | 10  
|3.5                                                       |  | Documents to Be Delivered by the Purchaser Parties          |  | 12  
|3.6                                                       |  | Use of Escrow                                               |  | 12  
|3.7                                                       |  | Support and Services; Transition Arrangements               |  | 13  
|ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE SELLERS |  | 13                                                         
|4.1                                                       |  | Organization and Good Standing                              |  | 14  
|4.2                                                       |  | Authority and Enforceability                                |  | 14  
|4.3                                                       |  | No Breach or Conflict                                       |  | 14  
|4.4                                                       |  | Consents                                                    |  | 15  
|4.5                                                       |  | Ownership Interests                                         |  | 15  
|4.6                                                       |  | Owner Notes                                                 |  | 16  
|4.7                                                       |  | Financial Information                                       |  | 16  
|4.8                                                       |  | No Undisclosed Liabilities                                  |  | 17  
|4.9                                                       |  | Absence of Certain Developments                             |  | 17  
|4.10                                                      |  | Title to Properties                                         |  | 17  
|4.11                                                      |  | Major Contracts                                             |  | 17  
|4.12                                                      |  | Intellectual Property                                       |  | 18  
|4.13                                                      |  | Taxes                                                       |  | 19  
|4.14                                                      |  | Licenses                                                    |  | 20  
|4.15                                                      |  | Compliance with Law                                         |  | 20  
|4.16                                                      |  | Environmental Matters                                       |  | 20  
|4.17                                                      |  | Independent Engineer Reports                                |  | 20  
|4.18                                                      |  | Sufficient Assets                                           |  | 21  
|4.19                                                      |  | Litigation                                                  |  | 21  
|4.20                                                      |  | Labor Matters                                               |  | 21  
|4.21                                                      |  | Employee Benefits                                           |  | 21  
|                                                          |  |                                                             |  |     

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|4.22                                                               |  | Insurance                                                   |  | 22
|------------------------------------------------------------------ |  | ----------------------------------------------------------- |  | --
|4.23                                                               |  | Warranties concerning the ProjectsGeneral                  |  | 23
|4.24                                                               |  | Warranties concerning the ProjectsSpecific                 |  | 23
|4.25                                                               |  | No Insolvency                                               |  | 24
|4.26                                                               |  | Financial Advisors                                          |  | 25
|4.27                                                               |  | Limitation of Representations and Warranties                |  | 25
|4.28                                                               |  | Other Provisions Relating to Representations and Warranties |  | 25
|ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES |  | 26                                                         
|5.1                                                                |  | Organization and Good Standing                              |  | 26
|5.2                                                                |  | Authorization of Agreement                                  |  | 26
|5.3                                                                |  | No Breach or Conflict                                       |  | 26
|5.4                                                                |  | Consents                                                    |  | 27
|5.5                                                                |  | Litigation                                                  |  | 27
|5.6                                                                |  | Investment Intention                                        |  | 27
|5.7                                                                |  | Financial Capability                                        |  | 28
|5.8                                                                |  | No Knowledge of Breach                                      |  | 28
|5.9                                                                |  | Qualified for Licenses                                      |  | 28
|5.10                                                               |  | Purchaser Designees                                         |  | 28
|5.11                                                               |  | Financial Advisors                                          |  | 29
|5.12                                                               |  | CBK                                                         |  | 29
|5.13                                                               |  | Limitation of Representations and Warranties                |  | 29
|5.14                                                               |  | Other Provisions Relating to Representations and Warranties |  | 29
|ARTICLE VI. COVENANTS                                              |  | 29                                                         
|6.1                                                                |  | Access to Information and Employees                         |  | 29
|6.2                                                                |  | Purchaser Diligence Obligations                             |  | 30
|6.3                                                                |  | Operating Covenants                                         |  | 30
|6.4                                                                |  | Efforts to Close                                            |  | 32
|6.5                                                                |  | Applications                                                |  | 33
|6.6                                                                |  | Post-Closing Cooperation                                    |  | 33
|6.7                                                                |  | Confidentiality                                             |  | 33
|6.8                                                                |  | Public Announcements                                        |  | 34
|6.9                                                                |  | Use of Name                                                 |  | 34
|6.10                                                               |  | Directors' and Officers' Indemnification                    |  | 34
|6.11                                                               |  | Further Assurances                                          |  | 35
|6.12                                                               |  | Purchaser Parent Guarantee                                  |  | 35
|6.13                                                               |  | Lease for Elwy House at Deeside                             |  | 36
|6.14                                                               |  | Guarantees and Credit Support by EME                        |  | 36
|6.15                                                               |  | Guarantees and Credit Support by Acquired Companies         |  | 37
|6.16                                                               |  | Liquidation of Mission Hydro Partnership                    |  | 37
|6.17                                                               |  | Miscellaneous Assets                                        |  | 37
|6.18                                                               |  | Political Risk Insurance                                    |  | 37
|6.19                                                               |  | Preemption Notices                                          |  | 38
|6.20                                                               |  | Updating                                                    |  | 38
|6.21                                                               |  | Employee Matters                                            |  | 38
|6.22                                                               |  | Disposition of Excluded Items                               |  | 41
|6.23                                                               |  | Foreign Implementing Agreements                             |  | 41
|6.24                                                               |  | Cancellation of Insurance                                   |  | 41
|                                                                   |  |                                                             |  |   

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|6.25                                |  | IT Transition                                                                    |  | 42
|----------------------------------- |  | -------------------------------------------------------------------------------- |  | --
|6.26                                |  | IPR Shareholder Circular                                                         |  | 42
|6.27                                |  | IPR Shareholders Meeting(s)                                                      |  | 43
|6.28                                |  | Conflicting Proposals                                                            |  | 44
|6.29                                |  | Fees and Expenses                                                                |  | 44
|6.30                                |  | Use of Proceeds                                                                  |  | 44
|6.31                                |  | Substitute Insurance                                                             |  | 44
|6.32                                |  | No Negotiation                                                                   |  | 44
|6.33                                |  | Financing Cooperation                                                            |  | 44
|6.34                                |  | Certain Environmental Matters                                                    |  | 45
|6.35                                |  | Special Purpose Accounts                                                         |  | 47
|ARTICLE VII. TAX MATTERS            |  | 47                                                                              
|7.1                                 |  | Responsibility for Filing Tax Returns                                            |  | 47
|7.2                                 |  | Section 338 Election                                                             |  | 48
|7.3                                 |  | Internal Restructurings                                                          |  | 49
|7.4                                 |  | Payment of Taxes                                                                 |  | 49
|7.5                                 |  | Refunds and Tax Benefits                                                         |  | 49
|7.6                                 |  | Cooperation on Tax Matters                                                       |  | 50
|7.7                                 |  | Tax-Sharing Agreements and Other Elections                                       |  | 51
|7.8                                 |  | Certain Taxes and Fees                                                           |  | 53
|7.9                                 |  | Purchaser Tax Acts                                                               |  | 53
|ARTICLE VIII. CONDITIONS TO CLOSING |  | 53                                                                              
|8.1                                 |  | Conditions Precedent to Obligations of Each Party                                |  | 53
|8.2                                 |  | Other Conditions Precedent to Obligations of the Purchaser Parties               |  | 55
|8.3                                 |  | Other Conditions Precedent to Obligations of the Sellers                         |  | 57
|8.4                                 |  | Conditions Precedent to Obligations of Each Party Relating to the Second Closing |  | 57
|8.5                                 |  | Waiver of Conditions                                                             |  | 57
|ARTICLE IX. TERMINATION             |  | 57                                                                              
|9.1                                 |  | Termination of Agreement                                                         |  | 57
|9.2                                 |  | Effect of Termination                                                            |  | 58
|9.3                                 |  | Partial Termination                                                              |  | 58
|ARTICLE X. DEFINITIONS              |  | 59                                                                              
|10.1                                |  | Certain Definitions                                                              |  | 59
|10.2                                |  | Usage                                                                            |  | 74
|ARTICLE XI. INDEMNIFICATION         |  | 74                                                                              
|11.1                                |  | Survival                                                                         |  | 74
|11.2                                |  | Exclusive Remedy                                                                 |  | 75
|11.3                                |  | Indemnification Coverage                                                         |  | 75
|11.4                                |  | Procedures                                                                       |  | 78
|11.5                                |  | Tax Indemnification                                                              |  | 79
|11.6                                |  | Indemnity Payments Treated as Adjustment to the Aggregate Purchase Price         |  | 81
|                                    |  |                                                                                  |  |   

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|ARTICLE XII. MISCELLANEOUS |  | 81                                            
|-------------------------- |  | ----------------------------------------------
|12.1                       |  | Construction; Conflicts                       
|12.2                       |  | Expenses                                      
|12.3                       |  | Incorporation of Exhibits and Schedules       
|12.4                       |  | Binding Effect; Assignment                    
|12.5                       |  | No Right of Set-Off                           
|12.6                       |  | Time of Essence                               
|12.7                       |  | Entire Agreement; Amendments and Waivers      
|12.8                       |  | Governing Law                                 
|12.9                       |  | Consent to Jurisdiction and Service of Process
|12.10                      |  | Expert Determination                          
|12.11                      |  | Table of Contents and Headings                
|12.12                      |  | Notices                                       
|12.13                      |  | Severability                                  
|12.14                      |  | Enforcement                                   
|12.15                      |  | Counterparts; Signature Page Delivery         
|12.16                      |  | Currency                                      

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INDEX TO SCHEDULES AND ANNEXES

|Schedule/Annex   |  | Name                                                                  |  | Tab
|---------------- |  | --------------------------------------------------------------------- |  | ---
|Schedule A-1     |  | Sellers and Shares                                                    |  | 1  
|Schedule A-2     |  | Projects and Project-Specific Acquired Companies                      |  | 2  
|Schedule 1.1     |  | Owner Notes/Project Notes                                             |  | 3  
|Schedule 1.3     |  | Excluded Items                                                        |  | 4  
|Schedule 1.3(b)  |  | Payment Obligation                                                    |  | 4  
|Schedule 2.1     |  | Project Allocation Schedule                                           |  | 5  
|Schedule 2.2     |  | Allocation                                                            |  | 6  
|Schedule 2.5     |  | Project Operating Companies, Overhead and Excluded Acquired Companies |  | 7  
|Schedule 3.4(b)  |  | Resignations of Directors                                             |  | 8  
|Schedule 3.7     |  | Support Companies                                                     |  | 9  
|Schedule 4       |  | EME Disclosure Schedule                                               |  | 10 
|Schedule 6.14    |  | EME Guarantees and Credit Support                                     |  | 11 
|Schedule 6.17    |  | Intercompany Loans                                                    |  | 12 
|Schedule 6.21    |  | Employee Benefit Plans                                                |  | 13 
|Schedule 6.25    |  | IT Transition Procedures                                              |  | 14 
|Schedule 7.2     |  | Section 338 Election                                                  |  | 15 
|Schedule 7.5(a)  |  | Tax Refunds                                                           |  | 16 
|Schedule 7.6(c)  |  | Critical Tax Employees                                                |  | 17 
|Schedule 7.7(a)  |  | Certain Tax-Sharing Arrangements                                      |  | 18 
|Schedule 7.7(c)  |  | Joint Elections Under Section 171A of the UK TCGA                     |  | 19 
|Schedule 7.7(d)  |  | Joint Elections Under Section 179A of the UK TCGA                     |  | 20 
|Schedule 8.1(b)  |  | Governmental Conditions                                               |  | 21 
|Schedule 8.2(d)  |  | Third-Party Conditions of the Purchaser Parties                       |  | 22 
|Schedule 8.2(j)  |  | Netherlands Charter Amendments                                        |  | 23 
|Schedule 8.3(d)  |  | Third-Party Conditions of the Sellers                                 |  | 24 
|Schedule 10.1-K  |  | Knowledge of EME                                                      |  | 25 
|Schedule 10.1-K2 |  | Knowledge of the Purchaser                                            |  | 26 
|Schedule 10.1-P  |  | Preemptive Rights                                                     |  | 27 
|Schedule 10.1-R  |  | Related Agreements                                                    |  | 28 

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PURCHASE AGREEMENT

This PURCHASE AGREEMENT (including the Exhibits and Schedules hereto, this "Agreement") is made as of
July 29, 2004 (the "Effective Date"), by and among:

(1)   Edison
Mission Energy, a Delaware corporation ("EME"), for itself and as agent on behalf of each of the other entities
identified inSchedule A-1as "Sellers," both in connection with the sale of the Shares and the sale of the Owner Notes (as defined
inSection 1.1(b));

(2)   Mission
Energy Holdings International, Inc., a Delaware corporation ("MEHI"), with respect to the Shares and Owner
Notes owned by it;

(3)   EME
UK International LLC, a Delaware corporation ("EMEUKI"), with respect to the Shares and Owner Notes owned by it;

(4)   EME
Southwest Power Corporation, a Delaware corporation ("EMESWP"), with respect to the Shares owned by it;

(5)   Other
companies listed as "Project Sellers" onSchedule A-1or Schedule 1.1(each a "Project Seller");

(6)   Edison
Mission Project Company, a Delaware corporation ("EMP" and, together with EME (in its capacity as a seller of
Shares), MEHI, EMEUKI, the Project Sellers who hold Project Shares and EMESWP, the "Share Sellers"; the Owner Note Sellers and the Share Sellers
collectively are referred to in this Agreement as the "Sellers" or the "Seller Parties");

(7)   IPM
Eagle LLP, a limited liability partnership incorporated under the UK Limited Liability Partnerships Act 2000, with its registered office at Senator House, 85 Queen
Victoria Street, London EC4V 4DP, United Kingdom (the "Purchaser");

(8)   International
Power plc, a company incorporated under the Laws of England and Wales, with its registered office at Senator House, 85 Queen Victoria Street, London EC4V
4DP, United Kingdom ("IPR"); and

(9)   Mitsui &
Co., Ltd., a company incorporated in Japan, with its registered office at 2-1, Ohtemachi 1-chome, Chiyoda-ku,
Tokyo, Japan ("Mitsui" and, together with IPR, the "Purchaser Parents"; the Purchaser and the Purchaser
Parents collectively are referred to in this Agreement as the "Purchaser Parties").

WITNESSETH:

WHEREAS, EME is the direct or indirect parent of each of the other Sellers, and each other Seller is a direct or indirect Wholly Owned Subsidiary of EME;

WHEREAS,
the Sellers collectively own all of the issued and outstanding shares of MEC International B.V., a Netherlands company having its registered office at De Lairessestraat
111-115, 1075 HH, Amsterdam, The Netherlands ("MEC BV"), and of Rapid Energy, as well as the Project Shares, which are listed opposite their
respective names onSchedule A-1under the columns titled "MEC BV Ownership", "Rapid Energy Ownership" and "Project Shares"
(collectively, the "Shares"), and are entitled to the benefit of the Owner Notes (as that term is defined in Section 1.1(b)below);

WHEREAS,
MEC BV currently owns, and as of the First Closing will own, direct or indirect equity interests in the power generating companies or projects listed on Schedule A-2(each, a "Project," and collectively, the
"Projects");

WHEREAS,
the Purchaser Parents collectively own (directly and indirectly) one hundred percent (100%) of the equity interests in the Purchaser;

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WHEREAS,
the Sellers desire to sell and to cause to be sold to the Purchaser, and the Purchaser desires to purchase from the Sellers, the Shares and the benefit of the Owner Notes; and

WHEREAS,
capitalized terms used in this Agreement have the meanings given them inArticle Xof this Agreement.

NOW,
THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I.
BASIC TRANSACTIONS

1.1Sale and Purchase of the Shares and Owner Notes.Upon the terms and subject to the conditions contained in
this Agreement, on the Closing Date the Share Sellers, severally, will, and EME will and will cause each of the other Owner Note Sellers to, sell, assign, transfer, convey and deliver to the
Purchaser, acting on its own behalf or as agent for one or more Purchaser Designees, and the Purchaser agrees (as principal for itself and as agent for any Purchaser Designees) that it will purchase
from EME and the other Sellers:



1.2Assignments Among Sellers.This Agreement shall not constitute an agreement to assign any asset or to assume
any liability between or among any Sellers.

1.3Excluded Items.

(a)   Notwithstanding
anything inArticle Ito the contrary, the companies and assets set forth on Schedule 1.3and any and all Liabilities related thereto (together,
the "Excluded Items") are
excluded from this Agreement and from the Contemplated Transactions and shall not be acquired by the Purchaser under this Agreement. Accordingly, and in accordance with Section 6.22, the Sellers
will sell, transfer or otherwise dispose of, or will procure the sale, transfer or disposal of, the Excluded Items
prior to the First Closing so that none of the Acquired Companies shall have any direct or indirect ownership interest in, or any other Liability (whether actual or contingent and including any
Liability for Tax) for or in relation to, the Excluded Items as of the First Closing, except for such Liabilities for which EME shall indemnify the Purchaser Parties in accordance with clauses
(ii) and (vi) ofSection 11.3(a) and withSection 11.5(a) for any failure to
comply with the foregoing.

(b)   Without
limiting the provisions ofSection 1.3(a)or Section 6.22, the Parties acknowledge that EME has entered into a separate agreement with a third
party to sell the Excluded Contact Companies
(the "Contact Sale Transaction"). In order to facilitate the execution of the Contact Sale Transaction

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separately
from the Contemplated Transactions, EME shall cause the transfer of the Excluded Contact Companies to a Wholly Owned Subsidiary of MEHI in exchange for a payment obligation (the
"Contact Transfer Payment Obligation") from MEHI to the seller of the Excluded Contact Companies. The Contact Transfer Payment Obligation shall conform
to the terms of the payment obligation described inSchedule 1.3(b)(a "Payment Obligation"), mutatis mutandis. Such transfer (the "Contact-MEHI Transfer") will occur in advance of both
the First Closing hereunder and consummation of the Contact Sale Transaction. The principal amount of the Contact Transfer Payment Obligation will be equal to $750,000,000, and the Contact Transfer
Payment Obligation will in any event be due and payable, at the option of the holder, upon the Second Closing or any other sale of MEC BV.

1.4Confidentiality Agreements.On the Closing Date, EME shall designate the Purchaser Parties and any
applicable Purchaser Designees as intended third party beneficiaries under the confidentiality agreements entered into between EME and certain third party prospective bidders in connection with the
Auction Process (collectively, the "Auction Confidentiality Agreements") insofar as the Auction Confidentiality Agreements pertain to (a) any
Review Material (as defined in such Auction Confidentiality Agreements) or other confidential or proprietary information of, involving or otherwise related to the Acquired Companies, Projects, Owner
Notes or EME Guarantees or any of the Purchaser Parties or any Purchaser Designees, (b) any employees of any Acquired Company, or (c) any covenants, agreements or indemnities set forth
in such Auction Confidentiality Agreements involving or otherwise related to, any Acquired Company, Project, Owner Notes or EME Guarantees, or any transaction or potential transaction pertaining
thereto and covered by such Auction Confidentiality Agreements. Promptly after the Effective Date, but in no event later than five (5) Business Days thereafter, EME shall require that each
other Person who is a party to an Auction Confidentiality Agreement shall promptly return to EME or destroy any Review Material, and all written or recorded copies thereof and written material,
memoranda, notes, copies, excerpts and other writings or recordings whatsoever based upon, containing or otherwise reflecting any Review Material, subject to the terms of the applicable Auction
Confidentiality Agreement, save that the provisions of thisSection 1.4shall not apply to any information concerning any Excluded Item,
including the Excluded Contact Companies, or information concerning Valley Power (insofar as Review Material with respect
to it has been provided to the proposed purchaser of the Excluded Contact Companies) or information concerning any Subsidiary of EME that is not an Acquired Company. EME shall not waive or modify any
provisions of any Auction Confidentiality Agreement that relate to any Review Material pertaining to any of the Acquired Companies or the Projects and shall use Commercially Reasonable Efforts to
enforce the Auction Confidentiality Agreements with respect to such Review Material.

1.5Assignment of Rights and Obligations to Purchaser Designees.For purposes of this Agreement, the term
"Purchaser Designee" shall refer to any Subsidiary of any Purchaser Party and any constituent partner, joint venturer or participant in any Purchaser
Party (if such Purchaser Party is a partnership, joint venture, consortium or other association or organization) or Subsidiary thereof to whom any of the Purchaser's rights and obligations hereunder
are assigned in compliance with the requirements of thisSection 1.5. Notwithstanding any contrary provisions contained herein, the Parties agree
that, at any time after the Effective Date, the Purchaser, in its sole discretion, may assign any or all of its rights and obligations arising under this Agreement or any Related Agreement to one or
more Purchaser Designees, provided that no such assignment shall relieve any Purchaser Party of any Liability to any Seller or its Affiliates hereunder or under any Related Agreement, and provided
further that the following shall apply:



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ARTICLE II.
PURCHASE PRICES, PAYMENTS AND ADJUSTMENTS

2.1Purchase Price.The purchase price to be paid for the Shares and the Owner Notes shall include the
assumption of the EME Guarantees and issuance of replacement letters of credit referred to inSection 6.14and otherwise (i) for the
Project Shares and the Project Notes, shall be a United States Dollar amount for each Separately Sold Project equal to the applicable United States Dollar purchase price listed on Schedule 2.1(the
"Project Allocation Schedule") opposite the name of each Separately Sold
Project (each a "Project Purchase Price" and, as the same may be adjusted from time to time pursuant to the provisions of this Agreement adjusting a
Separately Sold Project Price, including thisSection 2.1,Section 2.4, Section 2.5,Section 3.2, or Section 8.1(c), the "Separately Sold Project Price"), and (ii) for the other
Shares and
Owner Notes, shall be a United States Dollar amount equal to (x) the sum of all Project Purchase Prices (including Separately Sold Projects), and (y) an amount equal to the principal of
and any accrued but unpaid interest on the Contact Transfer Payment Obligation (together with the Project Purchase Prices, the"Aggregate Purchase
Price"), as the same may be adjusted from time to time pursuant to the provisions of this Agreement adjusting such Aggregate Purchase Price (or its component Project Purchase
Prices), including thisSection 2.1,Section 2.4, Section 2.5,Section 3.2, or Section 8.1(c)("Net Aggregate Purchase Price"). Without prejudice to Section 7.8(a), each Purchase Price shall be calculated and paid without reduction or offset for any transfer, documentary, sales, value-added,
goods and services, use, stamp, registration or other similar Taxes, or for any Taxes required by Law to be withheld, deducted from, or paid with respect to, such Purchase Price. The Sellers and the
Purchaser agree that each Project Purchase Price set forth on the Project Allocation Schedule is a fair market value allocation of the unadjusted Purchase Price in relation to the pertinent Project
and to this end further agree if, by reason of any Project Partial Termination Event pursuant toSection 9.3, any of the Projects listed on the
Project Allocation Schedule shall no longer be subject to acquisition under this Agreement, then the Aggregate Purchase Price for all purposes (including Section 2.3) shall be automatically reduced
in accordance withSection 2.4, and the
Project Purchase Prices for the Projects that remain subject to acquisition under this Agreement shall remain in full force and effect (but subject to adjustment as specified in this Agreement).

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2.2Allocations.EME, on behalf of itself and the other Sellers, and the Purchaser, on behalf of itself and
any
Purchaser Designees, have agreed that the portion of the Aggregate Purchase Price allocable to the Contact Transfer Payment Obligation is equal to the principal of and accrued interest, if any,
thereon and that the remainder of the unadjusted Aggregate Purchase Price is allocable among the Shares and the Owner Notes as set forth in Schedule 2.2(the "Allocation"), provided that in the case of the Separately Sold Projects, the
Allocation shows only an allocation among the Project Notes and Project Shares of each Project in the aggregate and not among the Project Shares or the Project Notes, as the case may be. Following the
Effective Date and prior to the First Closing, EME and the Purchaser shall utilize Commercially Reasonable Efforts to agree upon and amend the Allocation to further allocate the amounts set forth in
the Allocation among the various Project Shares and Project Notes, if any, included in each Separately Sold Project. Each of the Sellers on the one hand and each of the Purchaser and any Purchaser
Designees on the other shall (A) be bound by the Allocation for all purposes, including for determining any Taxes; (B) prepare and file, and cause its Affiliates to prepare and file, all
Tax Returns on a basis consistent with the Allocation; and (C) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or
in any proceedings before any Tax Authority, or otherwise, subject in any such case to any adjustment to the Allocation under thisSection 2.2.
In the event the Allocation is audited or disputed by any Tax Authority, or otherwise, the Party receiving notice thereof shall promptly notify the other Parties hereto. Each of the Sellers and the
Purchaser, on behalf of itself and any Purchaser Designees, acknowledge and confirm that the Allocation was determined at arm's length based on fair market values and the willingness of EME and the
Purchaser to proceed with the Contemplated Transactions on the basis set out in this Agreement even if not all the Projects are included in the transactions consummated hereunder as described in Section 2.1. If an unadjusted Purchase Price is adjusted, whether pursuant toSection 2.5or otherwise, then the Allocation will be amended as follows, it being understood that any adjustment to a Separately Sold Project Price shall be reflected in a corresponding adjustment to the
Aggregate Purchase Price:



For
the avoidance of doubt, any adjustment to an unadjusted Purchase Price pursuant toSection 2.5(a)(iii)arising from the amount of Net
Operating Capital on the Closing Date shall not require or result in any change in a Project Purchase Price allocation.

2.3Payment.At the First Closing, the Separately Sold Project Price for each Separately Sold Project will be
paid by delivery from the Purchaser (or a Purchaser Designee) to MEC BV, acting on behalf of the Project Sellers, of a Payment Obligation issued to the applicable Project Seller in the principal
amount of the Separately Sold Project Price. At the Second Closing, the Purchaser will (or

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will
cause any applicable Purchaser Designee to) pay the Net Aggregate Purchase Price to EME (for itself and on behalf of the other Sellers) in accordance with Section 3.2. The Sellers hereby
irrevocably authorize EME to receive any amount due to them under this Section 2.3and the receipt of any such amount in the account referred to in the preceding sentence shall be a good, valid and
effectual
discharge for the Purchaser in respect of such amount and the Purchaser shall have no obligation relating to the distribution of any such payment to or among the Sellers.

2.4Project Partial Termination Purchase Price Adjustment.If this Agreement is partially terminated pursuant to Section 9.3with respect to any Project prior to the Closing Date, then the Aggregate Purchase Price payable pursuant to Section 2.3shall be automatically reduced in an amount equal to the Project
Purchase Price for each such Project set forth on the Project
Allocation Schedule (including any other adjustments related thereto).

2.5Other Purchase Price Adjustments.

(a)   In
addition to the adjustments provided for inSection 2.4and elsewhere in this Agreement, the Aggregate Purchase
Price shall be subject to adjustment as follows:



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(b)   No
less than ten (10) nor more than twenty (20) Business Days before the Closing, EME shall deliver to the Purchaser a certificate executed on EME's behalf
by a responsible officer setting forth EME's good faith estimate, in reasonable detail, of the aggregate amount of any adjustments to the unadjusted Aggregate Purchase Price arising under this Section 2.5(the "Estimated Aggregate Adjustment Amount"), and, for purposes of payments to be
made at the Second Closing, the Aggregate Purchase Price shall be adjusted by one hundred percent (100%) of the Estimated Aggregate Adjustment Amount. Such certificate shall also include a calculation
of the portion of the Estimated Aggregate Adjustment Amount that is also fairly allocable to each Separately Sold Project Price, employing the principles set forth above to the Project Specific
Acquired Companies that comprise each Separately Sold Projectmutatis mutandis, and each Separately Sold Project Price shall likewise be adjusted by one
hundred percent (100%) of such allocated amount.

(c)   As
soon as reasonably practicable after the Closing Date (and in no event later than the day which is ten (10) Business Days following expiration of four
(4) months after the Closing Date (such day the "Expiry Date") or earlier than the day which is ten (10) Business Days following
expiration of three (3) months after the Closing Date), the Purchaser shall provide a certificate to EME, and EME may provide a certificate to the Purchaser, executed on the delivering Party's
behalf by a responsible officer, indicating whether or not the delivering Party agrees that the actual adjustment required to be made to the unadjusted Aggregate Purchase Price under this Section 2.5is equal to the Estimated Aggregate Adjustment Amount or that the Party has proposed modifications to EME's original Estimated
Aggregate Adjustment Amount.

(d)   If
the Purchaser and EME notify their agreement that the actual adjustment required to be made to the unadjusted Aggregate Purchase Price arising under this Section 2.5is equal to the Estimated
Aggregate Adjustment Amount, or if EME and the Purchaser fail to give any notification under Section 2.5(c)on or prior to the Expiry Date, then the Estimated Aggregate Adjustment Amount (and the
portion thereof that is also allocable to
the Separately Sold Project Price) shall be final and binding on the Parties as the actual amount of any adjustment required to be made to the unadjusted Aggregate Purchase Price (and to the
Separately Sold Project Price) under thisSection 2.5.

(e)   If
the Purchaser notifies EME, or EME notifies the Purchaser, on or prior to the Expiry Date that it believes that the actual adjustment required to be made to the
unadjusted Aggregate Purchase Price under thisSection 2.5is not equal to the Estimated Aggregate Adjustment Amount, or EME claims amounts under Section 2.5(h),then (A) such Party shall also provide the other with its proposed adjustments to the Estimated Aggregate Adjustment
Amount, together with an explanation of such adjustments, and (B) Purchaser and EME shall attempt to resolve any disagreement regarding the actual amount of any adjustments required to be made
to the unadjusted Aggregate Purchase Price under thisSection 2.5within thirty (30) days after the delivery of the pertinent certificate
or certificates underSection 2.5(c)and, if they fail to do so, then either the Purchaser or EME may refer the matters in dispute concerning
such adjustments to an Expert to be determined in accordance withSection 12.10. The actual aggregate adjustment required to be made to the
unadjusted Aggregate Purchase Price

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under
thisSection 2.5as agreed between the Purchaser and the Seller or as determined by the Expert (the "Final
Aggregate Adjustment Amount") shall be final and binding on the Parties (including any portion thereof that is also allocable to the Separately Sold Project Price).

(f)    The
difference between the Final Aggregate Adjustment Amount and the Estimated Aggregate Adjustment Amount (together with interest on such amount at a rate of
2.5 percent above the base rate from time to time of NatWest Bank plc (accrued daily and compounded monthly) for the period from the Closing Date to the date of payment) will be paid
(1) by EME (for itself and on behalf of the other Sellers) to the Purchaser if the Aggregate Purchase Price payable at Closing would have been less than the actual amount paid at that time in
respect of the Aggregate Purchase Price had the Estimated Aggregate Adjustment Amount been equal to the Final Aggregate Adjustment Amount, or (2) by the Purchaser to EME (for itself and on
behalf of each of the other Sellers) if the Aggregate Purchase Price payable at Closing would have been higher than the actual amount paid at that time in respect of the Aggregate Purchase Price had
the Estimated Aggregate Adjustment Amount been equal to the Final Aggregate Adjustment Amount, in either case within five (5) Business Days following agreement or determination of the Final
Aggregate Adjustment Amount.

(g)   The
Purchaser may, by notice in writing to EME given at the same time as the certificate referred to in Section 2.5(c), require that an amount equal to any current account receivable of an Acquired
Company that is not a Project Operating Company as
of Closing which such Acquired Company has been unable to collect in the period prior to the Expiry Date be disregarded for the purposes of calculating Net Operating Capital provided that the
Purchaser shall arrange for the assignment to EME (as principal and as agent for the other Sellers) of any such receivable and the assignee shall be free to collect the same.

(h)   Notwithstanding
anything to the contrary in thisSection 2.5, the Parties agree that if (i) any amounts
were excluded from the Estimated Aggregate Adjustment Amount as of the Closing Date, pursuant toSection 2.5(a)(i), due to EME's failure to
demonstrate to Purchaser's reasonable satisfaction that Distributions in such amounts had been temporarily delayed and would have been paid within three (3) months following the Closing Date,
(ii) the amount calculated inSection 2.5(a)(i)(A)exceeds the amount calculated in Section 2.5(a)(i)(B)and (iii) during such three
(3) month period following the Closing Date, Distributions were received by
Purchaser or any Subsidiary thereof that is not a Project Operating Company (replacing the term "EME" with the term "Purchaser" in the definition of "Distribution" in Article X,mutatis mutandis), then an amount equal to 100 percent (100%) of any such
Distributions received by Purchaser or any of such Subsidiaries up to the amount of such excess referred to in clause (ii) above (together with interest on such amount at a rate of
2.5 percent (2.5%) above the base rate from time to time of NatWest Bank plc (accrued daily and compounded monthly) for the period from the Closing Date to the date of payment) will be paid by
the Purchaser to EME (for itself and on behalf of each of the other Sellers) pursuant to the other provisions of thisSection 2.5.

ARTICLE III.
CLOSING

3.1Time and Place of Closing.Subject to the provisions of Section 3.3below, the First Closing will take place at the
offices of Munger, Tolles & Olson LLP, counsel to EME, located at 355 S. Grand
Avenue, 35th Floor, Los Angeles, California at 9:00 a.m. on the tenth (10th) Business Day after the MTC Satisfaction Date, but in no event later than the Outside Date (or at such other time,
date or place or places as may be agreed in writing between EME and the Purchaser or at such other date and time as EME may designate pursuant to Section 3.3), provided that on that Business Day
each of the conditions contained in Section 8.1,Section 8.2and Section 8.3have been and
continue to be satisfied or waived to the extent necessary to enable the First Closing to occur, and the Second Closing
shall occur on the same Business Day and at the same place immediately following the First Closing.

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3.2Payments At and After the Second Closing.Subject to the terms and conditions of this Agreement, the Parties
agree that payment of the Net Aggregate Purchase Price, the Contact Transfer Payment Obligation and the Payment Obligations for the Separately Sold Projects shall occur in the following manner and
sequence.

(a)   At
the Second Closing, the Purchaser will (or will cause any applicable Purchaser Designee to) pay the Net Aggregate Purchase Price, less the portion of the Net
Aggregate Purchase Price allocable to the Contact Transfer Payment Obligation, which shall be paid in accordance withSection 3.2(c)below, to
EME (for itself and on behalf of the other Sellers) by wire transfer of United States Dollars in immediately available funds into such account in New York City, New York or Delaware as EME shall
direct in a written notice received by the Purchaser at least five (5) Business Days prior to the Closing Date.

(b)   In
order to permit all Payment Obligations (including the Contact Transfer Payment Obligation) to remain subject to prompt payment upon presentation despite the
proceedings to occur at the Closing, EME shall cooperate with the Purchaser to cause MEC BV and the Project Sellers to open a bank account at least five (5) Business Days prior to the Closing
Date at a bank designated by the Purchaser, into which payments in satisfaction of the Payment Obligations may be made promptly following the Closing, should the holders of the Payment Obligations
present the same for payment.

(c)   Prior
to the Closing Date, in satisfaction of the Net Aggregate Purchase Price outstanding after making the payment described in Section 3.2(a), MEHI shall direct the Purchaser to pay on MEHI's behalf
the principal and accrued interest on the Contact Transfer Payment
Obligation, subject to the holder or holders of such Contact Transfer Payment Obligation presenting the Contact Transfer Payment Obligation for payment, in accordance with the terms of this paragraph.
At the Second Closing, MEHI shall be relieved of all further obligations under the Contact Transfer Payment Obligation by (i) the holder of such obligation delivering to MEHI its irrevocable
agreement and commitment, in form and substance reasonably satisfactory to MEHI, to look solely to the Purchaser or the applicable Purchaser Designee for satisfaction of the Contact Transfer Payment
Obligation upon its presentation, and to relieve MEHI from further obligations thereunder, as though the Purchaser or the applicable Purchaser Designee were substituted for MEHI as the obligor
thereon, and (ii) the Purchaser or the applicable Purchaser Designee delivering to MEHI and the holder of the Contact Transfer Payment Obligation its irrevocable and unconditional agreement and
commitment, in form and substance reasonably acceptable to EME, to accept the obligations of the Contact Transfer Payment Obligation and to permit presentment of same to, and demand for payment upon,
the Purchaser or the applicable Purchaser Designee, in lieu of MEHI. The Purchaser or the applicable Purchaser Designee shall then be relieved of any further obligations with regard to the payment of
the Net Aggregate Purchase Price, and MEHI shall then be relieved of any further obligations with regard to the payment of the Contact Transfer Payment Obligation.

3.3Postponement of Closing Dates.Notwithstanding the provisions of Section 3.1to the contrary, EME or the Purchaser
shall have the right, upon five (5) Business Days' prior notice to the other, to
postpone the First Closing on one or more occasions to a date specified in such notice, but not beyond the Outside Date (the period of any such postponement being referred to as the
"Postponement Period"), if the notifying party reasonably believes that such postponement will avoid one or more Partial Termination Events from
occurring.

3.4Documents to Be Delivered by the Sellers.At the applicable Closing, the Sellers will deliver, or cause to
be delivered, to Purchaser or any applicable Purchaser Designee, as the case may be, the following:



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3.5Documents to Be Delivered by the Purchaser Parties.At the applicable Closing, the Purchaser (and, in the
case ofSection 3.5(c), the Purchaser Parties) will deliver or will procure that any applicable Purchaser Designee delivers to EME (or, as
specified inSection 3.5(a), MEC BV) the following:



3.6Use of Escrow.The Parties acknowledge that it may facilitate their objectives hereunder to consummate the
Contemplated Transactions to occur at a Closing through an escrow. In such escrow, the Parties may agree to have certain of the Acquired Companies and related assets purchased, sold and released from
the escrow with the allocable portion of the Aggregate Purchase Price applicable thereto before the Project Shares or the Shares of MEC BV and Rapid Energy are sold or otherwise to accomplish in an
orderly and more precise manner certain aspects of the Contemplated Transactions before completing others. If EME and the Purchaser agree to any such escrow arrangements, then the Parties shall
(i) execute joint escrow instructions and any agreements necessary to implement the Contemplated Transactions or to satisfy any relevant Laws with respect thereto, (ii) jointly designate
an escrow agent and (iii) deposit a fully executed copy of this Agreement with the escrow agent together with such joint escrow instructions and implementation agreements. In the event of any
conflict between this Agreement, on the one hand, and the joint escrow instructions or any such implementation agreements, on the other hand, then this Agreement shall prevail unless it is separately
amended in accordance with the provisions hereof or unless any such joint escrow instructions or implementation agreement expressly provides that it shall prevail in the event of a conflict with this
Agreement. If a Closing is to be consummated through the escrow agent, then the Parties shall deliver to the escrow agent, upon the opening of escrow, the funds and the instruments of sale,
assignment, conveyance and assumption as are called for to be delivered by them at the Closing, and the escrow

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agent
shall thereafter deliver and distribute such funds and instruments out of escrow, make such recordations, and engage in such other actions and activities as are set forth in the joint escrow
instructions. Unless otherwise expressly specified in the escrow instructions or such implementing agreements, for purposes of this Agreement, all conditions to such Closing shall be deemed satisfied
or waived as of the opening of such escrow, the transactions to occur in escrow shall be effective as provided in the joint escrow instructions, and time periods from and after the Closing Date shall
be measured as of the date such escrow is opened. The Seller Parties, on the one hand, and the Purchaser Parties, on the other hand, agree to consider in good faith making Commercially Reasonable
Efforts with respect to joint actions (including the opening of an escrow pursuant to thisSection 3.6) and potential amendments to this
Agreement proposed by each other that achieve and facilitate the achievement of the objectives of this Agreement,provided that, in each Party's sole
discretion, such actions or amendments do not impose or risk imposing additional burdens on such Party or its Affiliates or create any material delay or risk to consummating the Contemplated
Transactions, andprovided furtherthat a Party's effectuation of such Commercially Reasonable Efforts or entry into any amendment proposed by another
Party shall be subject to the first Party's prior written consent, which may be withheld in its discretion.

3.7Support and Services; Transition Arrangements.The support companies identified on Schedule 3.7(the "Support Companies") have traditionally provided indirect overhead and
management services (including operating, financial, accounting, tax, administrative, legal, agency, government relations and technical services) (collectively, the "Support
Services") to certain Project-Specific Acquired Companies of more than one of the Projects. If a Project becomes subject to a Project Partial Termination Event in accordance
with the terms ofSection 9.3such that the ownership of any such Project will be separated from the ownership of the applicable Support Company,
then EME may, in connection therewith, request that Purchaser provide, or cause the applicable Support Companies to provide, and the Purchaser may, in connection therewith, request that EME provide or
cause the applicable Support Company to provide those Support Services that have been historically provided to the Project-Specific Acquired Companies in the manner previously provided and utilizing
such Retained Employees, Ex-Pat Employees and other employees as are employed by the Support Company and
such Support Services will be provided by such Support Companies on commercially reasonable terms and conditions, including duration, scope and cost (taking into account the historical intercompany
cost charged by the applicable Support Company in the Ordinary Course of Business prior to the Effective Date). In the event of any such request, the Parties will work cooperatively to document the
terms and conditions of the provision of such Support Services as soon as is reasonably practicable. For the purposes of this Agreement relating to the Project known as "First Hydro" or the Project
known as "Spanish Hydro" (A) all of the assets and undertaking comprising the in-country support office at Deeside and the regional office in London (as referred to on page 19 of
the Confidential Information Memorandum), and any staff located at either of those offices, shall be deemed to relate exclusively to the Project known as "First Hydro" and (B) all of the assets
and undertaking comprising the in-country support office at Barcelona (as referred to on page 19 of the Confidential Information Memorandum), and any staff located there, shall be deemed
to relate exclusively to the Project known as "Spanish Hydro".

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each representation and warranty contained in thisArticle IVis qualified by the matters listed with
respect to such representation and warranty in the corresponding numbered sections ofSchedule 4(the "EME Disclosure
Schedule"). Except for the matters listed in a specific numbered section of the EME Disclosure Schedule relating to a particular numbered Section of this Article IV, which
shall not be qualified by any other material (other than material expressly cross-referenced) contained in the EME

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Disclosure
Schedule, each of EME, jointly with the other Sellers, and the other Sellers, severally, hereby represent and warrant to the Purchaser Parties, as of the Effective Date, that:

4.1Organization and Good Standing.

(a)   The
EME Disclosure Schedule contains a complete and accurate list of the jurisdiction of incorporation or organization of each of the Sellers. Each Seller is an entity
duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has the requisite corporate or similar power and authority
to own, lease and operate its properties and to carry on its business as now conducted, to comply with its obligations hereunder and to perform its part in the Contemplated Transactions.

(b)   The
EME Disclosure Schedule contains a complete and accurate list of the jurisdiction of incorporation or organization of each Acquired Company. Each Acquired Company is
an entity duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has the requisite corporate or similar power and
authority to own, lease and operate its properties and to carry on its business as now conducted. Each Acquired Company is duly qualified to do business as a foreign entity and is in good standing
under the laws of each jurisdiction in which either the ownership or use of the properties or assets owned or used by it, or the nature of the activities conducted by it, requires such qualification,
except where failure to be so qualified would not have a Material Adverse Effect.

4.2Authority and Enforceability.The execution and delivery by the Sellers of this Agreement and the Related
Agreements and the performance and consummation by the Sellers of the Contemplated Transactions have been duly authorized by all necessary corporate or similar action on the part of the Sellers. This
Agreement has been, and, as of the Closing, each of the Related Agreements will have been duly executed and delivered by the Sellers and, assuming due execution and delivery by all other parties to
this Agreement and each such Related Agreement, as applicable, this Agreement constitutes, and each of the Related Agreements when duly executed and delivered will constitute, a valid and binding
obligation of the Sellers, enforceable against the Sellers in accordance with its and their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, preference, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

4.3No Breach or Conflict.Subject to the provisions ofSections
4.4(a)and4.4(b)regarding consents from private parties and Governmental Authorities, and except (i) for the regulatory
or licensing Laws applicable to the Acquired Companies and (ii) compliance with the requirements of applicable merger control, antitrust, competition, foreign ownership or investment or similar
Laws applicable to the Acquired Companies (collectively, the "Merger Control Laws"), such regulatory and licensing Laws and Merger Control Laws as are
identified inSection 4.3of the EME Disclosure Schedule, the execution and delivery by the Sellers of this Agreement and the Related Agreements
and the performance and consummation of the Contemplated Transactions by the Sellers does not and will not:



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4.4Consents.

(a)   The
execution and delivery by the Sellers of this Agreement and the Related Agreements and the performance and consummation by the Sellers of the Contemplated
Transactions do not require any authorization, consent or approval of any non-governmental third party, or will result in any such non-governmental third party having the right
to terminate any Major Contract, except where the failure to obtain such authorization, consent or approval, or waiver of termination rights, from such non-governmental third party,
individually or in the aggregate with other such failures, would not have a Material Adverse Effect.

(b)   Except
for compliance with the Merger Control Laws, the execution and delivery by the Sellers of this Agreement and the Related Agreements to which any of them are a
party and the performance and consummation by the Sellers of the Contemplated Transactions do not require any authorization, consent, approval, certification, license or order of, or any filing with,
any court or Governmental Authority except where failure to obtain the same, individually or in the aggregate with other such failures, would not have a Material Adverse Effect.

(c)Schedule 8.3(d)contains a complete and accurate list of all of the consents, authorizations, waivers or approvals
(other than any Governmental Conditions) necessary to enable the Sellers to consummate the Contemplated Transactions except any such item waived in accordance with Section 8.5.

4.5Ownership Interests.

(a)   Each
Seller is the sole record and beneficial owner and holder of the Shares listed opposite such entity's name on Schedule A-1and owns those Shares free and clear of all Liens. Except for this
Agreement, there are no agreements (including without
limitation any options, warrants or convertible securities) relating to (i) the issuance of any of the Shares or any other shares of capital stock of MEC BV, Rapid Energy or any Acquired
Company or (ii) the sale or transfer of any of the Shares or any other shares of capital stock of MEC BV or Rapid Energy or any other shares of capital stock of any Acquired Company held by a
Seller or other Acquired Company.

(b)   The
EME Disclosure Schedule contains a complete and accurate description of and a diagram (the "Structure Chart") showing
the (i) ownership structure (including the percentage of ownership held by EME or its Subsidiaries) that existed as of December 31, 2003 and (ii) the ownership structure
(including the identity of and percentage of ownership held by each member, partner, stockholder or other owner) that will exist as of the Closing Date for each Acquired Company in each case subject
to the exercise of any Preemptive Rights, and any non-economic variances that are immaterial to the economic value of the Acquired Companies or are necessary for the consummation of the
Contemplated Transactions. The ownership interests of each Acquired Company that are set forth on the EME Disclosure Schedule as being owned by a Seller or another Acquired Company are or as of the
Closing Date will be owned of record and beneficially by a Seller or an Acquired Holding Company free and clear of all Liens. All of the outstanding capital stock or other ownership interests of each
Acquired Company held by a Subsidiary of EME have been or will be as of the Closing Date duly authorized and validly issued.

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(c)   Upon
consummation of the Contemplated Transactions at the Closing, the Sellers will deliver to the Purchaser and the Purchaser Designees one hundred percent (100%) of
EME's direct or indirect ownership in the Projects.

4.6Owner Notes.

(a)   The
Owner Notes identified inSchedule 1.1comprise all of the promissory notes and other obligations representing
money borrowed by, or an installment obligation of, an Acquired Company to Seller Parent or its Subsidiaries (other than Acquired Companies), subject however to the last clause of Section 1.1(b).

(b)   Each
Owner Note Seller is the sole record and beneficial owner and holder of the Owner Notes listed opposite such entity's name on Schedule 1.1and owns or will own upon the Closing those Owner Notes
free and clear of all Liens.

(c)   Each
of the Owner Notes has been duly authorized and validly issued and is in full force and effect and none of the Owner Note Sellers and no issuer of an Owner Note is
in default under any of the Owner Notes.

(d)   Each
Owner Note represents a valid obligation of the issuer thereof, enforceable in accordance with its terms, except that such enforceability (i) may be limited
by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity.

(e)   Accurate,
complete and correct copies of the Owner Notes have been made available to the Purchaser and none of the terms of the Owner Notes have been amended since being
made available.

4.7Financial Information.

(a)   The
Sellers have delivered to the Purchaser audited consolidated balance sheets of MEC BV as of the last day of each of the two (2) financial years ended on
December 31, 2003 (the "Balance Sheet Date") and the audited consolidated statements of income, cash flows and stockholders' equity of MEC BV for
each of the three (3) financial years ended on December 31, 2003 together with the notes thereto (collectively, the "BV Financial
Statements") and the report thereon of PricewaterhouseCoopers LLP, independent certified public accountants. Such BV Financial Statements fairly present the financial condition
and the results of operations and cash flows of MEC BV and its Subsidiaries on a consolidated basis as at the respective dates and for the periods referred to in such BV Financial Statements, all in
accordance with US GAAP applied consistently through the referenced periods.

(b)   Set
forth in the EME Disclosure Schedule is a complete and accurate list of the most recent audited financial statements for each of the Project Operating Companies
identified inSchedule 2.5. All such financial statements ("Project Financial Statements") have
been made available to the Purchaser by posting to Intralinks or otherwise. Each of the Project Financial Statements for a Project Operating Company fairly present the financial condition and the
results of operations and cash flows of the Project Operating Company to which it relates as at the respective dates and for the periods referred to in such Project Financial Statements, all in
accordance with US GAAP or Local GAAP, as stated therein, applied consistently through the referenced periods.

(c)   Set
forth in the EME Disclosure Schedule is a list of certain financial schedules that have been posted to Intralinks for certain Acquired Holding Companies that are not
Project Operating Companies (each, an "Acquired Company Financial Schedule"), which Acquired Company Financial Schedules represent the unconsolidated
financial position and results of operations as of April 30, 2004. The Acquired Company Financial Schedules for such Acquired Holding Companies were derived from and are materially in
accordance with the internal books and records of such Acquired Holding Companies.

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4.8No Undisclosed Liabilities.No Acquired Company has any Liabilities of any type, whether accrued, contingent
or otherwise and whether or not required to be reflected or reserved against on a balance sheet prepared in accordance with US GAAP except for Liabilities:



4.9Absence of Certain Developments.Since the Balance Sheet Date, each Acquired Company has been operated in
the Ordinary Course of Business and no Acquired Company has taken any action of a type that if taken after the Effective Date would be prohibited by Section 6.3, and there has occurred no event,
circumstance, change or development that, individually or in the aggregate with any other events,
circumstances, changes or developments, has resulted in a Material Adverse Effect.

4.10Title to Properties.Except for Permitted Exceptions and Liens granted in the Ordinary Course of Business
to project financiers and lenders, the Acquired Companies, including to the Knowledge of EME, the Non-Controlled Acquired Companies, have good and defensible title, or valid and effective
leasehold, license, easement, contractual or statutory rights in the case of leased or licensed or other property, to all material tangible personal and material real property owned or used by them in
the conduct of their businesses, in each case free and clear of any Liens.

4.11Major Contracts.

(a)   No
Acquired Company is currently bound by a Contract of the type described in clauses (i) through (ix) below (together with the Governing Documents of each
Acquired Company, as currently in effect and the collective bargaining agreements referred to inSection 4.20(a), the
"Major Contracts"), unless such Contract has been posted to Intralinks:



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(b)   The
Sellers have made available to the Purchaser, by posting to Intralinks or otherwise, accurate, complete and correct copies of all Major Contracts, and no Major
Contract has been amended since being made available to the Purchaser. In circumstances where a Major Contract which has been posted to Intralinks is in unexecuted form, the Sellers hereby represent
and warrant to the Purchaser Parties that the executed form of that Major Contract is in the same form as that posted to Intralinks.

(c)   All
of the Major Contracts (other than the Financing Agreements) to which any Seller or Controlled Acquired Company is a party and, to the Knowledge of EME, all of the
Major Contracts (other than the Financing Agreements) to which any Non-Controlled Acquired Company is a party, are in full force and effect and none of the Sellers or Acquired Companies
and, to the Knowledge of EME, no other Person is in material default under any Major Contract (other than the Financing Agreements) unless, in the case of a default of a Seller or an Acquired Company,
such default has been excused or waived (and, to the extent such waiver is temporary, listed on the EME Disclosure Schedule). All of the Financing Agreements are in full force and effect and no event
of default (or an event that with the giving of notice or the passage of time would become an event of default under the terms of any Financing Agreement) has occurred unless such event of default (or
event) has been excused or waived (and, to the extent such waiver is temporary, listed on the EME Disclosure Schedule).

4.12Intellectual Property.

(a)   With
respect to each Intellectual Property Asset, one or more of the Acquired Companies is either (i) the owner of all material right, title and interest in and
to such Intellectual Property Asset, free and clear of any Liens, or (ii) has the right to use the same without material payment to a third party.

(b)   (i) None
of the Intellectual Property Assets, nor the conduct of the business of any of the Controlled Acquired Companies nor, to the Knowledge of EME, any of
the Non-Controlled Acquired Companies, infringes upon or misappropriates the rights of any other Person nor, to the Knowledge of EME, is infringed upon or misappropriated by any other
Person or its property.



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4.13Taxes.

(a)   To
the Knowledge of EME, (i) all Tax Returns that were required to be filed on or before the Effective Date by or on behalf of the Acquired Companies have been
filed, (ii) all such Tax Returns were correct and complete in all material respects when filed, (iii) all Taxes shown to be due and payable on such Tax Returns have been paid, and
(iv) there are no Liens for Taxes (other than Taxes not yet due and payable or Taxes that are being contested in good faith for which adequate reserves have been established) upon any of the
assets of any of the Acquired Companies.

(b)   To
the Knowledge of EME, there is no dispute, claim, audit or other proceeding concerning any Tax liability of any of the Acquired Companies that is pending or has been
threatened by any Tax Authority in writing, which dispute or claim, audit or proceeding would reasonably be expected to result in Taxes.

(c)   To
the Knowledge of EME, no Acquired Company is or has been within the five years prior to the Effective Date a United States real property holding corporation within
the meaning ofSection 897(c)(2)of the Code.

(d)   To
the Knowledge of EME, no Acquired Company which has entered into a section 171A election listed in Schedule 7.7(c)has or will have any liability to Tax in circumstances where it is not
entitled to receive the consideration in respect of the
disposal to which the election relates.

(e)   The
following statements relating to Tax reliefs, credits, losses, allowances or other Tax benefits set out in the Confidential Information Memorandum are true and
correct in all material respects:



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(f)    Gippsland
Power Pty. Ltd. and Mission Energy Development Australia Pty. Ltd., combined, have tax losses of AU$180,000,000 as of December 31, 2003.
The available fraction in respect of those losses transferred or to be transferred to a head company for purposes of section 707-310 of the Australian Income Tax Assessment Act 1997
upon formation of a multiple entry consolidated group or consolidated group is in the range of 0.96 to 1. Edison Mission Australia Ltd., Mission Energy Ventures Australia Pty Ltd.,
Latrobe Power Pty. Ltd., Traralgon Power Pty. Ltd., Loy Yang Holdings Pty. Ltd. and Edison Mission Energy Holdings Pty. Ltd. combined, have tax losses of A$200,000,000 as
of December 31, 2003. The available fraction in respect to those losses transferred or to be transferred to a head company for purposes of section 707-310 of the Australian
Income Tax Assessment Act 1997 upon formation of a multiple entry consolidated group or consolidated group is not less than one.

4.14Licenses.Each Acquired Company possesses and is in compliance with all Licenses necessary for its
operation in the manner presently operated, other than those Licenses the absence of which or noncompliance with which would not have a Material Adverse Effect. No Controlled Acquired Company and, to
the Knowledge of EME, no Non-Controlled Acquired Company has received a currently effective notice indicating that any such License will be revoked or will not be renewed or will only be
renewed on terms which would restrict or prevent the holder thereof conducting its material operations in the Ordinary Course of Business.

4.15Compliance with Law.Except for the matters that are the subject ofSections
4.12,4.13,4.14,4.16, 4.19,4.20and4.21, which are controlled by such
Sections without duplication in thisSection 4.15, each Acquired Company is and at all times since January 1, 2000, has been in compliance
in all respects with all pertinent Laws, Orders and Licenses, other than violations as would not, individually or in the aggregate, have a Material Adverse Effect.

4.16Environmental Matters.

(a)   Each
Controlled Acquired Company and, to the Knowledge of EME, each Non-Controlled Acquired Company has complied with all Environmental Laws, other than
violations as would not, individually or in the aggregate, have a Material Adverse Effect.

(b)   To
the Knowledge of EME, there are no circumstances involving any Acquired Company that are reasonably expected to result in a violation of any Environmental Law that
would give rise to any Liabilities, costs or restrictions on the ownership, use or transfer of any property of the Acquired Companies that would have a Material Adverse Effect.

4.17Independent Engineer Reports.EME has reviewed the reports listed in the EME Disclosure Schedule of
engineers retained by EME to assist bidders in the Auction Process in their respective evaluations of the Projects (collectively, the "Independent Engineer
Reports"). To the Knowledge of

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EME,
such Independent Engineer Reports do not contain misstatements of fact that are material to an understanding of any Project or to the Projects as a whole.

4.18Sufficient Assets.The assets and properties that are owned, leased, licensed or otherwise used pursuant to
Contract or other right by each Acquired Company comprise all the assets and properties held for use in or necessary for the conduct of the operations of the Project Operating Companies as currently
operated.

4.19Litigation.

(a)   Except
for (i) non-material claims incidental to the business of each Acquired Company (including non-material Actions for negligence,
workers' compensation claims, so-called "slip and fall" claims and the like) or (ii) inspections and reviews customarily made by any Governmental Authority of such Acquired Company,
the adverse outcome of which would not (whether alone or in aggregate) have a Material Adverse Effect, there are no Actions pending against any Acquired Company or, to the Knowledge of EME, threatened
against or affecting any Acquired Company or Project, at Law or in equity, or before or by any Governmental Authority an adverse outcome of which would have a Material Adverse Effect.

(b)   There
are no Actions pending, or to the Knowledge of EME, threatened against or affecting a Seller or an Acquired Company which, if decided adversely, would have a
Material Adverse Effect.

(c)   The
descriptions of asserted or threatened Actions included inSection 4.19of the EME Disclosure Schedule include
all material information necessary to permit the Purchaser to understand the nature of such Actions and contain no material misstatements of fact in respect thereof.

4.20Labor Matters.

(a)   Except
for agreements included on Intralinks in connection with the Auction or as set forth inSection 4.20of the
EME Disclosure Schedule, no Acquired Company is a party to any labor or collective bargaining agreement, and there are no labor or collective bargaining agreements that pertain to employees of any
Acquired Company.

(b)   There
are no pending or, to the Knowledge of EME, threatened strikes, work stoppages, slowdowns or lockouts against any Acquired Company and no pending material unfair
labor practice charges, grievances or complaints filed or, to the Knowledge of EME, threatened to be filed with any Governmental Authority based on the employment or termination by any Acquired
Company of any individual which would have a Material Adverse Effect.

(c)   Notwithstanding
any provision ofSection 4.20(a)or4.20(b)to the
contrary, with respect to the Non-Controlled Acquired Companies, all of the representations and warranties made inSection 4.20(a)and4.20(b)are and will be made only to the Knowledge of EME.

4.21Employee Benefits.

(a)Section 4.21of the EME Disclosure Schedule lists each written plan, fund, agreement, arrangement or program
providing medical, hospital care, dental, sickness, accident, disability or life insurance, pension, retirement savings, deferred compensation, severance, incentive compensation, or bonus:



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and
which (in each case) currently apply to any current or former employees, officers, directors or consultants of any Acquired Company with respect to their employment by the Acquired Company other
than any social security or similar arrangements or programs maintained by a Governmental Authority (the "Benefit Plans"). The EME Disclosure Schedule
contains a summary of any material underfunding of any Benefit Plan to the extent such funding is required by Applicable Law or the terms of such Benefit Plan.

(b)   Each
Benefit Plan is in compliance with the provisions of the Laws of each jurisdiction in which such Benefit Plan is maintained, to the extent those Laws are applicable
to such Benefit Plan, except where the failure to comply will not have a Material Adverse Effect.

(c)   All
contributions to, and payments from, each Benefit Plan which have been required to be made in accordance with the terms of such Benefit Plan, and, where applicable,
the Laws of the jurisdiction in which such Benefit Plan is maintained, have been timely made in all material respects or shall be made in all material respects by the Closing Date.

(d)   All
reports, returns and similar documents, if any, with respect to any Benefit Plan required to be filed with any Governmental Authority or distributed to any Benefit
Plan participant have been duly and timely filed or distributed or will be filed or distributed by the Closing Date, other than as would not have, individually or in the aggregate, a Material Adverse
Effect.

(e)   Each
Benefit Plan has been administered in all material respects at all times in accordance with its material terms. There are no pending investigations by any
Governmental Authority involving any Benefit Plan, and there are no pending claims (except for claims for benefits payable in the normal operations of such Benefit Plan) or Actions against any Benefit
Plan asserting any rights or claims to benefits under such Benefit Plan, in each case which if decided adversely would have a Material Adverse Effect.

(f)    The
consummation of the Contemplated Transactions will not by itself create or otherwise result in any material Liability with respect to any Benefit Plan and, other
than with respect to Benefit Plans maintained by EME and its Affiliates after the Closing Date, will not prevent the Retained Employees from continuing to participate in the Benefit Plans.

4.22Insurance.

(a)   Except
for documents included on Intralinks, the EME Disclosure Schedule contains a current list of (i) all material unexpired policies of insurance required to
be taken out under the Financing Agreements and (ii) all other material unexpired policies of insurance, in either case, exclusively covering the assets or business activities of any Acquired
Company or, to the Knowledge of EME, any Non-Controlled Acquired Company (collectively, the "Applicable Policies").

(b)   No
Seller or Acquired Company has since January 1, 2003 received any refusal of coverage or any written notice with respect to any Applicable Policy that a
defense will be afforded with reservation of rights, or any written notice of cancellation, with respect to any Applicable Policy or any other written indication that any Applicable Policy is no
longer in full force or effect or that the issuer of any Applicable Policy is not willing or able to perform its obligations thereunder, or that the issuer of any Applicable Policy disputes or intends
to dispute the validity of any Applicable Policy except for coverages the absence of which could not have a Material Adverse Effect or which are the result of general industry or underwriter practices
not related to unique characteristics of the Seller or Acquired Company.

(c)   Each
Seller and Acquired Company has paid all premiums due, and has otherwise performed all of its respective obligations, under each Applicable Policy except where its
failure to do so could not have a Material Adverse Effect.

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(d)   Each
of the Applicable Policies is valid and enforceable and, to the Knowledge of EME, is not void or voidable.

(e)   Other
than in accordance with a Financing Agreement, the proceeds under the Applicable Policies have not been assigned, mortgaged or charged in favor of a third party.

(f)    There
are no current claims outstanding under any of the Applicable Policies in excess of $1,000,000.

4.23Warranties concerning the ProjectsGeneral.

(a)No Outstanding Equity Obligations.To the extent that any Financing Agreement required an Acquired Company
to subscribe for shares or other ownership interests, make capital contributions or make subordinated or similar loans to a Project Operating Company which would be treated as equity or capital for
purposes of such Financing Agreement, all such requirements, whether fixed or contingent, have been performed in full.

(b)Project Distribution Restrictions.Subject to Applicable Law, no Project Operating Company is currently
subject to distribution lock-ups or restrictions upon its ability to declare dividends or make any other form of Distribution except such restrictions as are inherent to ranking of
Distributions in the cash flow cascade documented in the relevant Financing Agreements and which are applicable even in the absence of any event of default or potential event of default, failure to
achieve a specified cover ratio or other event which, under the terms of the Financing Agreements, triggers additional restriction. No Distributions previously made by any Project Operating Company
will be subject to clawback or recovery as a result of events existing as of the Effective Date.

(c)O&M Fees.No Project Operating Company has any obligation, subsisting or contingent, to pay any operating
and maintenance or technical service fees to any EME Affiliate which is not another Acquired Company.

(d)No Obligations in relation to Previous Disposals.Other than as contained in any Major Contract or as set
forth inSection 4.23(d)of the EME Disclosure Schedule, no Acquired Company has any liability for or has given any representation or warranty,
or assumed any similar indemnity obligation or liability with respect thereto, in relation to any disposal by it or any of its Affiliates prior to the Effective Date of any material asset to any
Person other than an Acquired Company, in each case which is still operative.

4.24Warranties concerning the ProjectsSpecific.

(a)First Hydro.The £400,000,000 Acquisition Facility dated 18 December 1995 between First
Hydro Holdings, the Facility Agent and the Loan Banks as defined therein has been fully and finally discharged and no liabilities are outstanding thereunder.

(b)Doga.Doga Enerji has not entered into any agreement or arrangement with any Governmental Authority,
including the Ministry of Energy and Natural Resources, the Energy Market Regulatory Authority and Türkiye Elektrik Ticaret ve Taahhüt A.S., which will result in a
material reduction of the tariffs payable under the Implementation Agreement between Doga Enerji and the Ministry of Energy and Natural Resources dated September 29, 1995.

(c)ISAB.



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(d)Spanish Hydro.The specific economic options adopted pursuant to the special regime applicable to each plant
operated by or under the control of Ibérica de Energias S.L. ("Ibérica") and Electro Metalurgica del Ebro S.L.
("EMESL") set forth in the EME Disclosure Schedule are valid and enforceable.

(e)CBK.All works designed, constructed or refurbished by CBK Power Company Limited pursuant to the BROT
Agreement dated 6 November 1998 are in all material respects in conformance with the requirements of the BROT Agreement and of all Applicable Law.

(f)Paiton.No Acquired Company has any legally enforceable or binding financial obligation in relation to the
future development of the Paiton site currently under discussion and which is known as "Paiton 3."

(g)EcoEléctrica.To the Knowledge of EME, all material correspondence since March 2000
between EcoEléctrica and PREPA relating to PREPA claims under the PPA between EcoEléctrica and PREPA
dated March 10, 1995 has been posted to Intralinks, except correspondence or other documents exchanged in support of confidential settlement communications or attorney-client privileged
material.

(h)Loy Yang B.In relation to any leakage of contaminated water from the Ash Pond (as defined in the
Infrastructure Services Agreement relating to Loy Yang B) no Acquired Company has done or failed to do any act of which it has received notification by the Loy Yang A partners which would
prevent the Loy Yang B Joint Venturers from being indemnified by the Horizon Energy Partnership (or any entity which has assumed the obligations of such party under the agreements referred to below),
or would reduce the amount indemnified by the Horizon Energy Partnership (or any entity which has assumed the obligations of such party under the agreements referred to below), under the terms of and
pursuant to or in accordance with the Infrastructure Services Agreement dated 29 March 1997 between Edison Mission Energy Australia Limited
("EMEAL") and Loy Yang Power Limited, or the Loy Yang Complex Agreement dated 29 March 1997 between EMEAL, the State Electricity Commission of
Victoria and Loy Yang Power Limited.

(i)IVPC4.To the Knowledge of EME, no Acquired Company has received any currently operative notice from, or is
or has been engaged in discussions with, any applicable Governmental Authority in which the revocation of the tariffs, terms and conditions set out under the Resolution of April 29, 1992,
No. 6 of "Comitato Interministeriale dei Prezzi" as subsequently modified ("CIP6") has been threatened or raised.

(j)Valley Power.There has been no claim made under the EME Support Deed dated 1 November 2002 given to
the National Australia Bank Limited and National Australia Trustees Limited in respect of Valley Power Pty Limited and no action has been taken (or to the Knowledge of EME has been threatened or is
proposed to be taken) by any Acquired Company which could lead to such a claim being made.

4.25No Insolvency.

(a)   There
has not been, with respect to any of the Acquired Companies (i) any decree, judgment or order by a court of competent jurisdiction entered adjudging any
Acquired Company as bankrupt or insolvent, or ordering relief against any of the Acquired Companies in response to the commencement of an involuntary bankruptcy case, or approving as properly filed a
petition seeking reorganization or liquidation of any of the Acquired Companies under any Bankruptcy Law or (ii) any decree, judgment or order of a court of competent jurisdiction entered with
respect to the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of any Acquired Company, or of the property of any Acquired Company, or for the winding up or
liquidation of the affairs of any Acquired Company.

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(b)   No
Acquired Company has (i) instituted a voluntary bankruptcy proceeding, (ii) consented to the filing of a bankruptcy proceeding against it,
(iii) filed a petition or answer or consent seeking reorganization or liquidation under any Bankruptcy Law or similar statute or consented to the filing of any such petition,
(iv) consented to the appointment of a custodian, receiver, liquidator, trustee or assignee in bankruptcy or insolvency of it or any of its assets or property (v) made a general
assignment for the benefit of creditors, (vi) admitted in writing its inability to pay its debts generally as they become due, (vii) within the meaning of any Bankruptcy Law, become
insolvent or failed generally to pay its debts as they become due, or (viii) taken any corporate or other action in furtherance of or to facilitate, conditionally or otherwise, any of the
foregoing.

4.26Financial Advisors.No broker, finder or investment banker will be entitled to any brokerage, finder's or
other fee or commission from any Purchaser Party or from any Acquired Company, in connection with this Agreement or the Contemplated Transactions based upon any agreements, arrangements or
commitments, written or oral, made by or on behalf of any Seller.

4.27Limitation of Representations and Warranties.EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
THISARTICLE IV, NEITHER EME NOR ANY SELLER IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING
THE SHARES, OWNER NOTES, EME GUARANTEES, THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, THE CONTEMPLATED TRANSACTIONS, OR ANY OTHER MATTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, THE PURCHASER PARTIES ACKNOWLEDGE THAT NEITHER EME NOR ANY SELLER HAS MADE, AND EME AND THE SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE,
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE PURCHASER PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND
CAUSES OF ACTION AGAINST EME, THE SELLERS AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES (INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION,
DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO THE PURCHASER PARTIES OR ITS AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF EME OR ANY SELLER. NEITHER EME NOR ANY SELLER IS MAKING
ANY REPRESENTATION OR WARRANTY TO THE PURCHASER PARTIES WITH RESPECT TO (A) THE INFORMATION INCLUDED ON INTRALINKS, EXCEPT AS EXPLICITLY SET FORTH HEREIN, (B) ANY FINANCIAL PROJECTIONS
OR FORECASTS RELATING TO THE BUSINESS, ASSETS OR LIABILITIES OF ANY ACQUIRED COMPANY, OR (C) ANY OTHER FORWARD LOOKING STATEMENTS INCLUDING THOSE RELATING TO THE BUSINESS, ASSETS OR LIABILITIES
OF ANY ACQUIRED COMPANY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN MADE BY OR ON BEHALF OF A PARTY ARE MADE SOLELY AND EXCLUSIVELY BY
OR ON BEHALF OF SUCH PARTY AND NOT BY OR ON BEHALF OF SUCH PARTY'S REPRESENTATIVES (INCLUDING EMPLOYEES) OR ANY OTHER PERSON.

4.28Other Provisions Relating to Representations and Warranties.

(a)   Subject
to Article XI hereof, the Sellers and EME (as principal for itself and as agent for the Owner Note Sellers) acknowledge that the Purchaser Parties may
rely on the representations and warranties set out inSections 4.1to4.26in warranting to any
subsequent buyer of all or any of the Shares or of all or any part of the assets or undertaking of an Acquired Company (including a Project).

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(b)   To the extent they relate to Non-Controlled Acquired Companies, the representations and warranties inSections
4.7(b)(insofar as that Section relates to the Projects known as "Derwent," "Paiton" or "Tri Energy"),4.8, 4.9,4.11,4.12(a), 4.14,4.15,4.18,4.21,4.22,4.23, 4.24(b)and4.24(f)are and will be made only to the Knowledge of EME.

(c)   The
Sellers and EME (as principal for itself and as agent for the Owner Note Sellers) undertake not to make any claim against an Acquired Company or any director,
officer or employee of any Acquired Company which it may have in respect of a misrepresentation, inaccuracy or omission in or from information or advice provided by an Acquired Company or a director,
officer or employee of an Acquired Company for the purpose of assisting the Sellers to make a representation, give a warranty or prepare the EME Disclosure Schedule without indemnifying the Purchaser
Parties and the applicable Acquired Company to the extent such director, officer or employee is entitled to indemnification from them, provided that the Sellers and EME shall not be obligated to
indemnify for claims related to acts of the Purchaser or its Affiliates (as they exist prior to the Closing Date).

(d)   Without
limitingSection 5.8, the Purchaser Parties' rights under this Agreement in relation to the
representations and warranties contained in thisArticle IV(including underArticle XI)
shall not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired), by any of the Purchaser Parties at any time or by the waiver of any condition contained
inSections 8.1to8.3.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER PARTIES

Each Purchaser Party represents and warrants to the Sellers, as of the Effective Date, that:

5.1Organization and Good Standing.Each Purchaser Party is an entity duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization (as indicated in the list of Parties at the beginning of this Agreement) and has the requisite corporate or similar power and authority
to own, lease and operate its properties and to carry on its business as now conducted and to perform its part in the Contemplated Transactions.

5.2Authorization of Agreement.The execution and delivery by the Purchaser Party of this Agreement and any
Related Agreements to which the Purchaser Party is a party and the performance and consummation by the Purchaser Party of the Contemplated Transactions have been duly authorized by all necessary
corporate or similar action on the part of the Purchaser Party (subject, in the case of IPR, to satisfaction of the IPR Shareholder Consent Condition). This Agreement has been, and each of the Related
Agreements to which the Purchaser Party is a party, as of the Closing, will have been duly executed and delivered by the Purchaser Party and, assuming due execution and delivery by all other parties
to this Agreement or each such Related Agreement, as applicable, this Agreement constitutes, and each of the Related Agreements to which the Purchaser Party is a party when duly executed and delivered
will constitute, a valid and binding obligation of the Purchaser Party, enforceable against the Purchaser Party in accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, preference, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

5.3No Breach or Conflict.Subject to the provisions ofSections
5.4(a)and5.4(b)regarding consents from private parties and Governmental Authorities, and except for compliance with the
requirements of the Merger Control Laws and any regulatory or licensing Laws applicable to the Acquired Companies, the execution and delivery by the Purchaser Party or any Purchaser Designee of this
Agreement or any Related Agreement to which the Purchaser Party or any Purchaser Designee is a

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party
and performance and consummation of the Contemplated Transactions by the Purchaser Party or any Purchaser Designee (as the case may be) does not and will not:



5.4Consents.

(a)   The
execution and delivery by the Purchaser Party or any Purchaser Designee of this Agreement and any Related Agreements to which the Purchaser Party or any Purchaser
Designee is a party and the performance and consummation by the Purchaser Party or any Purchaser Designee of the Contemplated Transactions do not require the authorization, consent or approval of any
non-governmental third party of such a nature that the failure to obtain the same would prejudice the validity or enforceability of this Agreement or the Related Agreements to which the
Purchaser Party or any Purchaser Designee (as the case may be) is a party, the validity of the Contemplated Transactions or the ability of the Purchaser Party or any Purchaser Designee to consummate
the Contemplated Transactions in each case to an extent which is material in the context of the Contemplated Transactions.

(b)   Except
for compliance with the Merger Control Laws, the execution and delivery by the Purchaser Party or any Purchaser Designee of this Agreement and any Related
Agreements to which the Purchaser Party or any Purchaser Designee is a party and the performance and consummation by the Purchaser Party and any Purchaser Designee of the Contemplated Transactions do
not require any authorization, consent, approval, certification, license or order of, or any filing with, any court or Governmental Authority of such a nature that the failure to obtain the same would
prejudice the validity or enforceability of this Agreement or any Related Agreements to which the Purchaser Party or any Purchaser Designee (as the case may be) is a party, the validity of the
Contemplated Transactions or the ability of the Purchaser Party or any Purchaser Designee to consummate the Contemplated Transactions in each case to an extent which is material in the context of the
Contemplated Transactions.

5.5Litigation.There are no Actions pending, or to the Knowledge of the Purchaser Party, threatened against the
Purchaser Party or any Purchaser Designee which if decided against the Purchaser Party or any Purchaser Designee would prejudice the validity of the Contemplated Transactions or the ability of the
Purchaser Party or any Purchaser Designee to consummate them, in each case to an extent which is material in the context of the Contemplated Transactions. Neither the Purchaser Party nor any Purchaser
Designee is subject to any Order involving, affecting or relating to the Contemplated Transactions.

5.6Investment Intention.

(a)   The
Purchaser and the Purchaser Designees are purchasing the Shares and the Owner Notes for investment for their own accounts, and not with a view to, or for the offer
or sale in connection with, any distribution thereof in violation of applicable securities Laws. The Purchaser Party and the Purchaser Designees acknowledge that the Shares have not been registered
for offer or sale under the

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Securities
Act of 1933, as amended (the "Securities Act"), or other applicable securities Laws (including state or foreign securities Laws), and that
the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act and other applicable securities Laws or pursuant to an applicable exemption therefrom.

(b)   Each
of the Purchaser Parties and any Purchaser Designee is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act.

5.7Financial Capability.The Purchaser (and, if applicable, the Purchaser Designees) will at Closing have
sufficient liquid funds available to enable the Purchaser and any Purchaser Designees to consummate the Contemplated Transactions and to permit the Purchaser and any Purchaser Designee to timely
perform all of its obligations under this Agreement.

5.8No Knowledge of Breach.There is no material breach by any Seller of this Agreement that a Purchaser Party
has Knowledge of (based solely on facts existing on the Effective Date concerning such material breach) that would cause it to claim failure of the condition contained in Section 8.2(b)(a
"Currently Known Material Breach"); it being understood that Sellers have the
burden of proving any breach of this representation and warranty. The sole remedy for a breach of this representation and warranty is that the Currently Known Material Breach would not constitute a
failure of the condition contained inSection 8.2(b).

5.9Qualified for Licenses.To the Knowledge of the Purchaser, the Purchaser Party or any Purchaser Designee is
qualified to obtain any Licenses necessary for the operation by the Purchaser or any Purchaser Designee of the Acquired Companies as of the Closing in the same manner as the Acquired Companies are
currently operated, except where the failure to be so qualified would not affect the validity or enforceability of this Agreement or the Related Agreements or the validity of the Contemplated
Transactions or the Purchaser's or Purchaser Designee's ability to consummate the Contemplated Transactions.

5.10Purchaser Designees.

(a)   As
of the Closing, each Purchaser Designee will be an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
Each Purchaser Designee will at the Closing have all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as now conducted and to
perform the Contemplated Transactions on its part.

(b)   Each
Purchaser Designee will have, by the date of the Closing, taken all necessary corporate or similar action to authorize (i) the purchase of the Shares or
Owner Notes to be purchased by, and the assumption of the EME Guarantees to be assumed by, such Purchaser Designee and (b) the execution, delivery and performance of this Agreement and any
Related Agreements to which such Purchaser Designee is a party. No other corporate or similar action or proceeding on the part of any Purchaser Designee will be necessary to authorize this Agreement
or any Related Agreement or the Contemplated Transactions.

(c)   This
Agreement and any Related Agreements to which a Purchaser Designee is a party will, as of the Closing, have been duly executed and delivered by each such Purchaser
Designee, and this Agreement and each Related Agreement to which any Purchaser Designee is a party, when executed and delivered, will constitute a valid and binding obligation of such Purchaser
Designee, enforceable against such Purchaser Designee in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, preference,
moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may
be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

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5.11Financial Advisors.No broker, finder or investment banker will be entitled to any brokerage, finder's or
other fee or commission from any Seller in connection with this Agreement or the Contemplated Transactions based upon any agreements, arrangements or commitments, written or oral, made by or on behalf
of any Purchaser Party or its Affiliates (but excluding Acquired Companies).

5.12CBK.No Purchaser Party owns, operates or controls any installed generating capacity in the Philippines.

5.13Limitation of Representations and Warranties.EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
THIS ARTICLE V, NO PURCHASER PARTY NOR ANY PURCHASER DESIGNEE IS MAKING ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING ANY MATTER WHATSOEVER, EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE SELLER PARTIES EXPRESSLY ACKNOWLEDGE THAT NEITHER THE PURCHASER PARTIES NOR ANY PURCHASER DESIGNEE HAS MADE, AND THE SELLER PARTIES HEREBY
EXPRESSLY DISCLAIM AND NEGATE, AND THE SELLER PARTIES HEREBY EXPRESSLY WAIVE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND THE SELLER
PARTIES HEREBY EXPRESSLY WAIVE AND RELINQUISH ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST, ANY PURCHASER PARTY OR ANY PURCHASER DESIGNEE AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES
(INCLUDING EMPLOYEES) IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO ANY OF THE SELLER PARTIES OR
THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES BY OR ON BEHALF OF ANY PURCHASER PARTY.

5.14Other Provisions Relating to Representations and Warranties.The representations and warranties given by
the Purchaser Parties in thisArticle Vare given severally and not jointly and severally and no Purchaser Party shall have any Liability to any
of the Sellers in relation to a representation or warranty given by another Purchaser Party.

ARTICLE VI.
COVENANTS

6.1Access to Information and Employees.Between the Effective Date and the Closing Date, EME and the Sellers
(x) will, (y) will cause each Acquired Company that is a Controlled Acquired Company to, and (z) will exercise Commercially Reasonable Efforts to cause each
Non-Controlled Acquired Company to afford the Purchaser Parties and their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to
the properties, books, records and personnel of the Acquired Companies for the purposes of consummating the Contemplated Transactions and transitioning ownership of such Acquired Companies (including
discussions with the personnel of any Controlled Acquired Company of the terms and conditions of any employment following the Closing Date),providedthat in no event shall any Seller or any Acquired Company be obligated to provide (a) access or information in violation of Applicable Law, (b) bids, letters of intent, expressions of
interest, proposals, agreements, documents or other communications received from or communicated to other parties in connection with the Auction Process or information or analysis relating to any of
the foregoing. If any Purchaser Parties request any information the disclosure of which would (in EME's reasonable judgment) jeopardize any privilege or confidentiality available to any Seller, any
Acquired Company or any of their respective Affiliates relating to such information (including Tax workpapers), the Parties will collaborate in good faith to implement an arrangement for providing the
requested information that avoids any exposure, waiver or partial waiver of privilege with respect thereto and any exposure for any Seller or Acquired Company to any claim by a third party in relation
to a breach of that third party's rights in relation to such information. Without

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limitation
to the foregoing, prior to the Closing, EME shall procure that all information that has been posted to Intralinks is retained there and that the Purchaser is able to access such information
on Intralinks in the same manner as during the Auction Process.

6.2Purchaser Diligence Obligations.In connection with the access provided in Section 6.1, the Purchaser Parties and
their respective Representatives shall cooperate with the Representatives of the Sellers and the Acquired
Companies and shall use their reasonable efforts to minimize any disruption of the business of any Seller or such Acquired Company, including providing EME with at least three (3) Business
Days' prior notice of any desire for physical access to the personnel, properties, Contracts, books or records of any such Acquired Company and shall permit EME, at its request, to have a
Representative present with any Purchaser Party or its Representatives at all times that such Purchaser Party or its Representatives is on any such premises or with any such personnel. The Purchaser
Parties will abide, and will cause their respective Representatives to abide, by the terms of the Confidentiality Agreements and any safety rules or rules of conduct reasonably imposed by any Seller
or any such Acquired Company with respect to such access and any information furnished to it or its Representatives pursuant toSection 6.1.

6.3Operating Covenants.Between the Effective Date and the Closing Date, except (i) as otherwise
required, contemplated or permitted by this Agreement including, in relation toSection 6.3(a)(i)below, Section 1.3,Section 3.2and Section 6.22, (ii) as set forth inSection 6.3of the EME Disclosure Schedule,
(iii) as required by Applicable Law, (iv) as required by Contract in existence as of the Effective Date, (v) for Permitted Transfers or (vi) with the prior written consent
of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):



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6.4Efforts to Close.Through the Closing Date, subject to the terms and conditions herein provided, the Parties
will, and will cause the respective Subsidiaries within their control to, use Commercially Reasonable Efforts to take all reasonable actions and do all reasonable things necessary, proper or
advisable, under Applicable Laws, Contract or otherwise to consummate and make effective, as soon as reasonably practicable, the Contemplated Transactions, including the satisfaction of all conditions
thereto set forth herein. Such actions shall include using their Commercially Reasonable Efforts to obtain the consents, authorizations and approvals of all non-governmental third parties
and Governmental Authorities whose consent is reasonably necessary to effectuate the Contemplated Transactions (including the Governmental Conditions and Third-Party Conditions) and to reasonably
promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, any Related Agreement and the Contemplated Transactions required under any
Contract or Applicable Law. Without limitation to the foregoing, through to the Closing Date (i) the Parties shall be obliged to keep each other reasonably informed of the steps taken in
compliance with thisSection 6.4and the progress toward satisfying the of the closing conditions set forth in Article VIIIincluding by
communicating with each other on a regular basis with respect to progress made to date in respect of satisfaction of
any and all of the closing conditions set forth inArticle VIIIand any issues arising in connection therewith which might reasonably be expected
to delay or prevent such satisfaction; and (ii) in relation to any Governmental Condition, if the Purchaser or the Sellers, as the

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case
may be, requests that it do so, the Sellers or the Purchaser, as applicable, will use all Commercially Reasonable Efforts to provide the requesting party with access to the Governmental Authority
responsible for such Governmental Condition for the purposes of fulfilling such Governmental Condition and provide such information in connection with any application in connection with that
Governmental Condition as the requesting party shall reasonably request.

6.5Applications.

(a)   All
filings, applications, notices, analyses, appearances, presentations, memoranda, submissions, briefs, arguments, opinions and proposals made or submitted by or on
behalf of any Party before any regulatory authority in connection with the approval of the Contemplated Transactions (except with respect to Taxes and excluding the IPR Shareholder Circular and any
other prospectus or similar investment circular of the type referred to inSection 6.1) shall require the joint approval and be under the joint
control of EME and Purchaser, acting with the advice of their respective counsel, it being the intent that EME (on behalf of all Sellers) and the Purchaser (on behalf of all Purchaser Parties and
Purchaser Designees) will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such filing, application, notice, analysis, appearance,
presentation, memorandum, submission, brief, argument, opinion and proposal; provided that in the event of a disagreement concerning any such filing, application, notice, analysis, appearance,
presentation, memorandum, brief, argument, opinion or proposal, the determinations of EME or, to the extent relating to any Merger Control Law, the Purchaser Parties, shall be conclusive; and provided
further that nothing will prevent a Party from responding to or complying with a subpoena or other legal process as required by Applicable Law or submitting factual information in response to a
request therefor. EME shall provide to the Purchaser, and the Purchaser shall provide to EME, copies of all written communications with Governmental Authorities relating to the approval or disapproval
of the Contemplated Transactions.

(b)   EME
shall use Commercially Reasonable Efforts to procure that, within three (3) days after the Effective Date, in compliance with the Certificate of Compliance
issued by the Philippines Energy Regulatory Commission in respect of the Project known as "CBK", notice of the sale of EME's interest in that Project under this Agreement is given to the Philippines
Energy Regulatory Commission.

6.6Post-Closing Cooperation.After the Closing, upon prior reasonable written request, all of the
Parties and their respective Affiliates shall reasonably cooperate with the other Parties, or any of them, at the requesting Party's expense (which shall be limited to
out-of-pocket costs and expenses to third parties, in each case as reasonably incurred), in furnishing all necessary records, information, testimony, data or other assistance
in connection with (i) any inquiries, Actions or disputes involving any of the Parties, and their respective Affiliates (other than in connection with disputes between them) and based upon
Contracts, arrangements or acts of any Seller or its Affiliates which were in effect or occurred on or prior to Closing and which relate to the Shares, the Owner Notes, the EME Guarantees or the
Acquired Companies, including arranging discussions with (and the calling as witness of) Representatives of the Purchaser Parties and their Affiliates (including, after the Closing Date, the Acquired
Companies) or (ii) any audits, accounting matters, Tax matters or fulfilling their respective disclosure and reporting obligations under Applicable Law, including the timely filing of any
documents or reports under the Securities Exchange Act of 1934 relating in any way to the Acquired Companies or the Contemplated Transactions.

6.7Confidentiality.The Parties acknowledge that one or more Purchaser Parties and EME previously executed
those confidentiality agreements listed in the EME Disclosure Schedule (collectively, the "Confidentiality Agreements"), which Confidentiality
Agreements shall continue in full force and effect until the Closing Date (except that IPR and the Purchaser may make such disclosure of Review Material as it or they are advised by their outside
legal counsel are necessary for the purposes of the IPR Shareholder Circular or Investment Circular and any such disclosure shall not

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constitute
a breach of any Confidentiality Agreement), at which time the Purchaser Parties' obligations to EME thereunder with respect to the Review Material shall terminate, except with respect to
Excluded Items, Projects acquired by a Project Counterparty exercising a Preemptive Right and any confidential and proprietary information unique to EME and its Non-Acquired Subsidiaries
contained therein. In addition, the Parties agree that the terms and conditions of the Contemplated Transactions and information provided to any Purchaser Party in connection with the execution of
this Agreement and any Related Agreement shall be subject to a substantially similar standard of confidentiality as set forth in the Confidentiality Agreements. At the Closing, EME will execute and
deliver to Purchaser a confidentiality agreement relating to the Acquired Companies having a substantially similar standard of confidentiality as set forth in the Confidentiality Agreements (the
"EME Confidentiality Agreement").

6.8Public Announcements.Subject toSections 6.5and 6.7, prior to the
Closing Date, no press or other public announcement, or public statement or comment in response to any inquiry, relating to the
Contemplated Transactions shall be issued or made by any Party or any of their respective Affiliates or Representatives without the joint approval of EME and the Purchaser; providedthat (i) thisSection 6.8shall not apply to the IPR Shareholder Circular or any
other prospectus or similar investment circular of the type referred to inSection 6.1and (ii) a press release or other public
announcement, regulatory filing, statement or comment made without such joint approval shall not be in violation of thisSection 6.8if it is
made in order to comply with Applicable Law or stock exchange rules and in the reasonable judgment of the Party making such release or announcement, based upon advice of counsel, prior review and
joint approval, despite reasonable efforts to obtain the same, would prevent dissemination of such release or announcement in a timely enough fashion to comply with such Applicable Law or such rules;
andprovided, further,that in all instances prompt notice from EME to the Purchaser or from the Purchaser to EME, as the case may be, shall be given
with respect to any such release, announcement, filing, statement or comment.

6.9Use of Name.Following the Closing Date, no Purchaser Party or any of its Affiliates (including any Acquired
Company) shall have any right, title or interest in the names "Edison", "Edison Mission Energy", "EME", "MEC", "Mission Energy", "Mission", "Mission Operations and Maintenance", "EMOMI", "MOMI" or
"Edison InternationalSM" (or any variations thereof which includes the words "Edison" or "Mission") or any trademarks, trade names, logo or symbols related thereto. As soon as reasonably
practicable following the Closing, but in no event later than one hundred eighty (180) days thereafter, the Purchaser shall cause the Acquired Companies to amend all of their respective
Governing Documents to the extent necessary to remove the foregoing names (and any variation thereof) from their legal names, to remove all trademarks, service marks, trade names, logos and symbols
related thereto from any of their properties and assets (including all signs) that are visible to, or obtainable by, members of the public and to cease using the same. If EME reasonably believes that
the intent of thisSection 6.9should be memorialized in a trademark license or similar agreement to
protect the rights that it and its Affiliates have in the foregoing, then the Parties shall negotiate such agreement in good faith and execute it as a Related Agreement at the Closing. Notwithstanding
the foregoing, in the event the use of a current name is reasonably required to maintain an existing franchise or right without penalty, EME shall endeavor in good faith to cooperate with the
Purchaser or applicable Purchaser Designee to permit such franchise or right to be maintained for a reasonable period all the time having reasonable regard to the protection of the intellectual
property rights of EME or its Affiliates.

6.10Directors' and Officers' Indemnification.Without limiting such indemnification obligations as EME may have
to its current and past employees and agents, for a period of not less than six (6) years from the Closing Date, the Purchaser shall use its Commercially Reasonable Efforts to cause the
Acquired Companies to exculpate, indemnify, advance expenses to and hold harmless all past and present employees, officers, agents and directors of each Acquired Company to the same extent such
Persons are currently entitled to be and have an enforceable right to be exculpated, indemnified and

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advanced
expenses by each Acquired Company for any acts or omissions occurring at or prior to the Closing. In the event that any claim for indemnification or advancement of expenses is asserted or
made then within such six (6) year period, all rights to indemnification and advancement of expenses shall continue until such claim is disposed of or all Orders in connection with such claim
are fully satisfied.

6.11Further Assurances.The Parties agree that from and after the Closing Date, each of them will, and will
cause their respective Affiliates to, execute and deliver such further instruments of conveyance and transfer and take such other action as may reasonably be requested by any Party to carry out the
purposes of this Agreement. The Purchaser acknowledges that EME intends to sell entities and assets in the Auction to third parties which are (1) unrelated to the Contemplated Transactions, or
(2) Excluded Items. In order to avoid hindering EME's right to engage in such transactions in connection with the Auction, if any Acquired Company has a preemptive or purchase right, or right
of approval, with respect to or as a result of any such sale or attempted sale by EME in the Auction, the Purchaser agrees that following the Closing, it and its Affiliates will not exert their
control over any of the Acquired Companies in order to exercise any such preemptive or purchase right or in order not to give in a timely manner any such approval, so as to interfere with or hinder
such transactions by EME with such third parties.

6.12Purchaser Parent Guarantee.

(a)   The
Purchaser Parents hereby unconditionally, irrevocably and absolutely covenant with and guarantee to the Sellers and their Affiliates the due and punctual performance
and discharge of any and all of the obligations of the Purchaser (and any Purchaser Designee) under this Agreement and the Related Agreements existing on the Effective Date or hereafter of any kind,
nature and character whatsoever, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, including the due and punctual payment of the Aggregate Purchase
Price, any indemnification obligations of the Purchaser (and any Purchaser Designee) hereunder, the obligations underSection 6.14and any other
amounts that the Purchaser (and any Purchaser Designee) is or may become obligated to pay pursuant to this Agreement (collectively, the "Purchaser
Obligations"). The guarantee under thisSection 6.12is a guarantee of timely payment in full and performance of the
Purchaser Obligations when due and not merely a guarantee of collection. The obligations of the Purchaser Parents under the guarantee in this Section 6.12are several (and not joint and several)
and in respect of any liability under it, IPR shall be responsible for seventy percent (70%)
of such liability and Mitsui shall be responsible for thirty percent (30%) of such liability.

(b)   To
the fullest extent permitted by Applicable Law, the obligations of each Purchaser Parent hereunder shall remain in full force and effect without regard to, and shall
not be affected or impaired by, (i) any change in the corporate structure or ownership of any Purchaser Party or any Purchaser Designee or the bankruptcy, insolvency, reorganization,
dissolution, liquidation or other similar proceeding relating to any Purchaser Party or any Purchaser Designee or any Affiliate or Subsidiary of any Purchaser Party or any Purchaser Designee or
(ii) any neglect, delay, omission, failure or refusal of any Purchaser Party or any Purchaser Designee or any Seller or its Affiliates to take or prosecute any action in connection with this
Agreement or any other Related Agreement. In connection with thisSection 6.12, each Purchaser Parent unconditionally waives: (A) any
right to receive demands, protests or other notices of any kind or character whatsoever, as the same may pertain to any Purchaser Party or any Purchaser Designee, (B) any right to require any
Seller to proceed first against any other Purchaser Party or any Purchaser Designee or to exhaust any security held by it or to pursue any other remedy, (C) any defense based upon an election
of remedies by any Seller, (D) any duty of any Seller to advise the Purchaser Parents of any information known to it regarding any Purchaser Party or Purchaser Designee or its ability to
perform under this Agreement or any Related Agreement, and (E) all suretyship and other defenses of every kind and nature.

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(c)   The
obligations of the Purchaser Parents under thisSection 6.12shall be automatically reinstated if and to the
extent that for any reason any payment or other performance by or on behalf of any Purchaser Party or any Purchaser Designee in respect of the Purchaser Obligations is rescinded or must be otherwise
restored, and each Purchaser Parent agrees that it will indemnify EME and the other Sellers on demand for all costs and expenses (including reasonable attorneys fees and expenses) incurred by any of
them in connection with such rescission or restoration. If in connection with the foregoing, any Seller or its Affiliates is required to refund part or all of any payment of any Purchaser Party or any
Purchaser Designee, such payment by any of them shall not constitute a release of any Purchaser Parent from any liability under this Section 6.12, and each Purchaser Parent's liability under thisSection 6.12shall be
reinstated to the fullest extent allowed under Applicable Law and shall not be construed to be diminished in any manner.

(d)   ThisSection 6.12shall survive the Closing and any termination pursuant to Article IXhereof and shall remain in full force and effect, subject to
the provisions of Section 6.12(c).

6.13Lease for Elwy House at Deeside.Within a reasonable time after the Effective Date, but in no event later
than December 23, 2004, EME shall cause the tenant of those leased premises located at Elwy House in Deeside to send a written notice of termination of lease, effective as of June 23,
2005, to the landlord of such premises. The Purchaser (or the applicable Purchaser Designee) shall be responsible for any costs and fees associated with such termination and, if assessed prior to the
Closing, shall remit the amount of such costs and fees to EME or any Person designated by EME promptly after demand by EME therefor.

6.14Guarantees and Credit Support by EME.

(a)   EME
and certain of its Non-Acquired Subsidiaries (the "EME Guarantee Parties") are guarantors or obligors
with respect to certain obligations related to the Acquired Companies as set forth onSchedule 6.14(collectively, the
"EME Guarantees"). Prior to the Closing, the Purchaser shall use its Commercially Reasonable Efforts to cause the EME Guarantee Parties to be released
as guarantors under the EME Guarantees and if the Purchaser is unsuccessful in causing the EME Guarantee Parties to be released as guarantors under the EME Guarantees, then the Purchaser shall
indemnify each EME Guarantee Party in respect of any liability which it may suffer under the EME Guarantees after the Closing Date.

(b)Schedule 6.14sets forth a list of certain letters of credit in favor of the lenders to Project Operating
Companies, or to parties representing such lenders, the issuance of which were arranged by EME and certain of its Subsidiaries under their existing credit facilities. Prior to or concurrently with the
Closing, the Purchaser shall cause to be issued under its credit facility letters of credit in replacement of those set forth onSchedule 6.14and shall use its Commercially Reasonable Efforts to cause the return to EME and its Subsidiaries of the letters of credit which are being so replaced and shall reimburse EME or the relevant
Subsidiary for the amount, if any, of any drawing made on the letters of credit being so replaced after the Closing Date and prior to their return to EME or the relevant Subsidiary.

(c)   Certain
of the Acquired Companies have provided cash as credit support for the issuance of letters of credit (e.g., in support of the trading activities of First Hydro)
and for other assurances of performance (e.g., in the case of P.T. Adaro), as described onSchedule 6.14. Notwithstanding any other provision
hereof, any such cash, and any other cash or cash equivalents available to an Acquired Company on a similarly restricted basis, shall be treated as cash or a cash equivalent for purposes of Section 2.5(a)(iii).

(d)   The
Sellers will procure that the benefit of any indemnity given by an Acquired Company in favor of an EME Guarantee Party in connection with an EME Guarantee is
assigned to MEC BV prior to the Closing.

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6.15Guarantees and Credit Support by Acquired Companies.

(a)   Between
the Effective Date and the Closing Date, each of the Sellers shall use its Commercially Reasonable Efforts to cause any Acquired Company which is guarantor of
any obligations of EME or any of its Non-Acquired Subsidiaries (each such Acquired Company an "AC Guarantee Party") to be released as
guarantors of such obligations as of the Closing, and, if the Sellers are unsuccessful in causing any AC Guarantee Party to be released as guarantor of such obligations, then EME shall indemnify the
relevant AC Guarantee Party in respect of any liability which it may suffer after Closing under any of the guarantees given by it in connection with any obligations of EME or any of its
Non-Acquired Subsidiaries.

(b)   In
connection with the Purchaser Parties' obligations underSection 6.14(a)with respect to the Agreement dated as
of 21 April, 1995 among Mitsui & Company, Ltd., Mission Energy Company and General Electric Capital Corporation listed as item 4 of Schedule 6.14(a)in relation to Paiton, as of the
Closing, EME shall provide to such Purchaser Party as the Purchaser may designate the benefit
of the following agreements and letters of credit and all ancillary rights in connection therewith:



6.16Liquidation of Mission Hydro Partnership.Nothing in this Agreement shall restrict or limit the ability of
EME and its Subsidiaries to liquidate the Mission Hydro Partnership or to liquidate or redeem the interest of Mission Energy Wales Company therein using any reasonable means selected by EME, provided
that at the Closing Date MEC BV and its Wholly Owned Subsidiaries shall directly or indirectly own one hundred percent (100%) of the record and beneficial ownership of the equity interests in the
Projects known as First Hydro and Loy Yang B.

6.17Miscellaneous Assets.Without limiting the provisions of Section 4.18, in the event that there are physical assets
held by EME or by Non-Acquired Subsidiaries that are customarily used in
and located at the businesses of the Project-Specific Acquired Companies, EME shall cause such physical assets or the benefits thereof to be contributed, assigned, licensed or otherwise transferred to
MEC BV or the pertinent Project-Specific Acquired Company, without charge to the Purchaser or to any Acquired Company, prior to Closing. EME shall also cause copies of books and records, or pertinent
portions thereof, that relate solely to the Controlled Acquired Companies and that are maintained by EME or a Non-Acquired Subsidiary to be delivered to the Purchaser at Closing, subject
to confidentiality or non-disclosure agreements in favor of third parties, if any.

6.18Political Risk Insurance.If EME or any of its Affiliates have purchased or otherwise possess any Political
Risk Insurance Policies covering any Project, subject to Law and the regulations and practices of any applicable Governmental Authority, EME shall use its Commercially Reasonable Efforts to cause the
Political Risk Insurance Policies to be assigned to the Purchaser or any Purchaser Designee or to cause the Purchaser or any Purchaser Designee to be named as an additional insured thereunder
effective as of the Closing Date, such Commercially Reasonable Efforts to include assisting the Purchaser in discussions with the Overseas Private Investment Corporation relating to such Political

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Risk
Insurance Policies. If the Political Risk Insurance Policies are terminated because, notwithstanding EME's compliance with its obligations under this Section 6.18, those policies cannot be assigned
to the Purchaser or any Purchaser Designee, then any termination costs associated therewith (net
of any refunds or other returned amounts) shall be EME's sole responsibility and EME shall indemnify the Purchaser Parties and the Acquired Companies against any such cost, it being understood that
such amounts shall not include the cost of any loss of insurance or any replacement insurance policies.

6.19Preemption Notices.EME agrees to provide to the Purchaser written notice within three (3) Business
Days of the receipt of any Preemption Notice and shall keep the Purchaser informed in a timely fashion as to the status and progress of any preemption process following any such receipt of a
Preemption Notice.

6.20Updating.

(a)   Without
limitation to EME's obligations underSection 6.20(b), EME shall notify the Purchaser of any changes or
additions to any of EME's Schedules to this Agreement (including the EME Disclosure Schedule and the Structure Chart contained inSection 4.5(b)of the EME Disclosure Schedule) by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing, but in no event later than five (5) Business Days prior to the
Closing, provided that EME shall continue to deliver updates relating to subsequent changes or additions to any of the Schedules of EME until the Closing. No such updates made pursuant to this Section 6.20(a)shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective
Date nor, for purposes ofSection 8.2(a)orSection 11.3(a)(i)(subject to the terms of
the second proviso contained therein), the Closing Date, unless the Purchaser specifically agrees thereto in writing, nor shall any such notification be deemed to constitute or give rise to a waiver
(whether express or implied) by the Purchaser of any covenant or condition set forth in this Agreement. Without limiting the generality of the foregoing, EME shall notify the Purchaser reasonably
promptly of the occurrence of any material casualty, physical damage, destruction or physical loss respecting, or, to the best of the Knowledge of EME, material adverse change in the physical
condition of, any Project, subject to ordinary wear and tear and to routine maintenance.

(b)   The
Sellers and the Purchaser Parties, as the case may be, shall notify each other promptly after becoming aware of (i) the occurrence or
non-occurrence of any event whose occurrence or non-occurrence would (A) cause any representation or warranty given by them respectively in this Agreement to be untrue
or inaccurate in any material respect at any time from the date hereof to the Closing Date, (B) prevent any condition set forth in Article VIIIfrom being satisfied prior to the Outside Date
and (ii) any material failure of any of the Parties or their respective
Affiliates or any of their respective Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (C) any material breach
or alleged material breach of any Major Contract of which EME has Knowledge.

6.21Employee Matters.

(a)Retained Employees Who Are Not Ex-Pat Employees.



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(b)EME Responsibilities.



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(c)Ex-Pat Employees.Schedule 6.21identifies certain employees of EME who are ex-patriates and who have direct day-to-day responsibility and oversight for the Acquired Companies (the
"Ex-Pat Employees"). Notwithstanding
any provision of the Confidentiality Agreement to the contrary, between the Effective Date and the Closing Date, the Purchaser may solicit the Ex-Pat Employees for employment with the
Purchaser or any of its Affiliates (including the Acquired Companies) after the Closing Date. To the extent any Ex-Pat Employee becomes an employee or consultant of the Purchaser or any of
its Affiliates (including the Acquired Companies) following the Closing Date (each a "Transferred Ex-Pat Employee"), the Purchaser or its
Affiliates (including the Acquired Companies) shall pay, discharge and be responsible for all salary, wages, severance, benefits and claims (including workers compensation benefits or claims) arising
out of or relating to the employment of such Transferred Ex-Pat Employee, including the obligations arising under the EME BV Severance Plans, and none of EME or any of its Affiliates shall
be liable for or responsible for any such amounts, following the date such Transferred Ex-Pat Employee becomes an employee or consultant of the Purchaser or any of its Affiliates
(including the Acquired Companies); provided, however, EME shall be solely responsible for any compensation or other benefits under any employee benefit or welfare plan of EME and its Affiliates for
any Transferred Ex-Pat Employee who, prior to becoming a Transferred Ex-Pat Employee, became eligible for any such benefits and satisfied the conditions for such benefits
pursuant to the terms and conditions of such plans. The foregoing shall not expand the rights of any Transferred Ex-Pat Employee under any such plan or limit the rights of EME or its
Affiliates to amend or terminate any such plan. Purchaser shall reimburse EME for any severance benefits paid by EME or its Affiliates to any Ex-Pat Employee who has not become an employee
of the Purchaser or any of its Affiliates (including the Acquired Companies) as of the Closing Date but who thereafter becomes an employee of the Purchaser or any of its Affiliates (including any
Acquired Company) within one (1) year following the Closing Date.

(d)No Third-Party Beneficiaries.Nothing in this Section 6.21or otherwise in this Agreement shall create or confer,
nor do the Parties intend to create or confer, upon any Person other than the
Parties any rights or remedies, including any rights as a third party beneficiary or otherwise and EME shall so advise the Existing Employees in connection with any communications made pursuant to Section 6.21(a)(ii)above.

6.22Disposition of Excluded Items.Prior to the Closing Date, the Sellers shall, or shall cause the Acquired
Companies to, sell, spin-off or otherwise dispose of the Excluded Items (in each case without Liability, whether actual or contingent and including any Liability for Tax, on the part of
any Acquired Company) so that none of the Acquired Companies shall have any direct or indirect ownership interest in, or any other Liability for, the Excluded Items on or as of the Closing Date.

6.23Foreign Implementing Agreements.As promptly as practicable after the Effective Date, EME and the Purchaser
shall cause the Foreign Implementing Agreements, if any, to be prepared and executed by their applicable Affiliates.

6.24Cancellation of Insurance.

(a)General.Other than the Applicable Policies, the Political Risk Insurance Policies and EME's obligations
pursuant to thisSection 6.24, EME and its Affiliates shall have no obligation to obtain, maintain or manage any insurance, including the
Corporate Insurance Policies (as defined below) relating to any Acquired Company or its respective assets, businesses, employees (including former

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employees),
directors, officers or other affairs for any period after the Closing Date. As of the Closing Date, the Corporate Insurance Policies will terminate with respect to the Acquired Companies
and their respective assets and properties, and the Acquired Companies will cease to be insured thereunder and shall have no right to make claims or receive recoveries thereunder.
"Corporate Insurance Policies" means those insurance policies administered or maintained by EME and its parent companies, under which their Affiliates
(including prior to the Closing Date, the Acquired Companies), or their respective assets, businesses, employees, directors, officers or other affairs are insured as of the Closing Date, including
those insurance policies within the categories described in the EME Disclosure Schedule.

(b)Pre-Closing Insurance Occurrences.After the Closing Date, EME shall use Commercially Reasonable
Efforts to retain for the Acquired Companies the right, subject to Applicable Law and the terms of the Corporate Insurance Policies, to make claims and receive recoveries for the benefit of the
Acquired Companies under the Corporate Insurance Policies for covered losses arising from occurrences related to the business of the Acquired Companies on or prior to the Closing Date
("Pre-Closing Insurance Occurrences") and to receive recoveries for such claims for the benefit of the Acquired Companies, and to retain for
the Acquired Companies the right, subject to the terms of the Corporate Insurance Policies to make claims with respect to Pre-Closing Insurance Occurrences and receive recoveries for such
claims directly;provided,however, that Commercially Reasonable Efforts shall not require the
conversion of any claims-made policy into an occurrence-based policy, the acceptance of any adverse change in any of the Corporate Insurance Policies, the provision of notice to or the
receipt of consent from any insurance carrier or the payment of money by EME or its Affiliates; andprovided further, that EME shall have no such
obligation with respect to any such policy that provides for coverage to any Acquired Company only if it or they are Affiliates of EME at the time a claim is made to the insurer thereunder. The
Purchaser shall, or shall cause the Acquired Companies to, promptly notify EME of any claims with respect to any Pre-Closing Insurance Occurrences made directly and the basis and amount
thereof and of any recovery for such claim received directly.

(c)Custody.Notwithstanding any other provisions herein, after the Closing Date, EME and its Affiliates shall
retain custody and possession of the Corporate Insurance Policies and any service contracts, claim settlement files, and other insurance records relating to such policies.

6.25IT Transition.Between the Effective Date and the Closing Date, the Sellers will use Commercially
Reasonable Efforts and will co-operate with the Purchaser and its Affiliates to provide for the separation and transition as of the Closing Date of the information technology
("IT")systems (including their support and maintenance) of the Acquired Companies from the Sellers' IT systems so that the Acquired Companies are
independent of the Sellers' IT systems, including by implementing the procedures set forth inSchedule 6.25, and in the event that such
separation and transition has not been
achieved as of the Closing Date, the Parties will use Commercially Reasonable Efforts to complete successfully such separation and transition as soon as reasonably practicable after the Closing Date.

6.26IPR Shareholder Circular.

(a)   Without
prejudice to the provisions ofSection 6.5(a), which shall apply to the extent reasonably practicable to
the UKLA approval process as though such process related to a Merger Control Law, IPR and EME shall cooperate in liaising with the UKLA with a view to satisfying the IPR Shareholder Consent Condition
as soon as practicable following the Effective Date. In particular, IPR shall (i) allow the appropriate adviser to EME to participate with IPR's advisers in discussions with the UKLA concerning
such condition, (ii) keep EME reasonably informed of the status of the UKLA approval process and (iii) otherwise provide EME with the reasonable opportunity to review and comment on any
drafts of the IPR Shareholder Circular, it being understood that IPR shall consider EME's comments in good faith but that the ultimate determination of the contents of the IPR Shareholder Circular
shall be for the directors of IPR.

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(b)   EME will use Commercially Reasonable Efforts to deliver to IPR as soon as reasonably practicable following the Effective Date the financial statements (including the
accountants' report thereon) and other information concerning EME and its Subsidiaries (including the Acquired Companies and the Projects) which IPR needs to comply with UKLA rules in connection with
the preparation of the IPR Shareholder Circular. Subject to EME's compliance with its obligations under thisSection 6.26, as soon as reasonably
practicable following the Effective Date IPR shall prepare the IPR Shareholder Circular relating to the approval by Bidder's shareholders of this Agreement and the Contemplated Transactions and cause
the IPR Shareholder Circular to be filed with the UKLA. IPR shall use its Commercially Reasonable Efforts to have the IPR Shareholder Circular approved by the UKLA as promptly as practicable after
such filing and shall cause the IPR Shareholder Circular to be mailed to its shareholders forthwith following its approval by the UKLA at IPR's sole cost and expense. For the avoidance of doubt, the
contents of the IPR Shareholder Circular shall be solely the responsibility of IPR and its directors.

(c)   Save
as required by Applicable Law (including, for the avoidance of doubt, the requirements of the UKLA) and except for forms of proxy, no other materials (other than
miscellaneous non-substantive materials or those jointly approved by the Parties) shall be circulated by IPR to its shareholders in connection with the IPR Shareholders Meeting.

(d)   IPR
and EME agree to jointly exercise Commercially Reasonable Efforts during the sixty (60) days following the Effective Date to seek the UKLA's authorization and
approval for the transactions contemplated pursuant to this Agreement, including the indirect sale of the Minimum Threshold Projects together with any number of Projects in excess of the Minimum
Threshold Projects, to be authorized at a single extraordinary general meeting of IPR's shareholders, taking into account the uncertainty over the exact composition of Projects that may be included in
the Acquired Companies at Closing.

6.27IPR Shareholders Meeting(s).

(a)   IPR
shall procure that any IPR Shareholder Circular shall comply in all material respects with all requirements of Applicable Law and shall include notice of an
extraordinary general meeting or meetings of IPR's shareholders (a "IPR Shareholders Meeting")for the sole purpose of seeking their approval of a
Resolution (the "IPR Shareholder Approval"), such meeting or meetings to have been duly convened in accordance with IPR's Governing Documents and to be
held as soon as possible in accordance with Applicable Law and IPR's Governing Documents following the mailing of an IPR Shareholder Circular.

(b)   (i)
IPR shall use its Commercially Reasonable Efforts to solicit and obtain the IPR Shareholder Approval. (ii) IPR shall further use its Commercially Reasonable
Efforts to procure that (A) an IPR Shareholders Meeting is not adjourned or cancelled and (B) appropriate Resolutions are put to shareholders for approval at an IPR Shareholders Meeting
and are not withdrawn.

(c)   IPR
shall procure that any IPR Shareholder Circular shall include a Recommendation.

(d)   IPR
shall also procure that neither its board of directors nor any committee thereof shall (i) withdraw (or amend or modify in a manner adverse to EME), or
publicly propose to withdraw (or amend or modify in a manner adverse to EME), any Recommendation or (ii) recommend, adopt or approve, or propose publicly or recommend, adopt or approve, any
Conflicting Proposal (any action described in this clause being referred to as an "Adverse Recommendation Change").

(e)   The
obligations of IPR inSections 6.27(b)(i),6.27(c)and 6.27(d)shall not apply to the extent that the board
of directors of IPR concludes in good faith by resolution duly adopted, after consultation with
outside legal counsel and a financial adviser of internationally recognized reputation, that compliance with any such Section would constitute a breach of the fiduciary duties of the directors of IPR.

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6.28Conflicting Proposals.Between the Effective Date and the date of satisfaction of the IPR Shareholder
Consent Condition, IPR shall not, nor shall it authorize or permit any of its Affiliates or Representatives to, directly or indirectly (i) solicit any inquiries or proposals from or negotiate
with, or provide confidential information to, any Person (other than the Purchaser) relating to any Conflicting Proposal or (ii) enter into any agreement with respect to any Conflicting
Proposal.

6.29Fees and Expenses.If (i) this Agreement is terminated by EME pursuant to Section 9.1(f)or (ii) by EME or
IPR pursuant toSection 9.1(g), IPR shall
promptly, but in no event later than five (5) Business Days after the date of such termination, pay EME the agreed sum of $15,000,000 (the "Inducement
Fee").The Inducement Fee shall be paid by wire transfer of same day funds without reduction or offset for any transfer, documentary, sales, value-added, goods and services,
use, stamp, registration or other similar Taxes, or for any Taxes required by Law to the withheld, deducted from, or paid with respect to, the Inducement Fee; provided,however, that notwithstanding the provisions of clause (ii) above, no Inducement Fee
shall be payable upon a termination of this Agreement by EME or IPR pursuant toSection 9.1(g)unless, prior to the date of such termination, a
Triggering Event shall have occurred.

6.30Use of Proceeds.EME and its Subsidiaries shall use the net proceeds received in connection with the
Contemplated Transactions exclusively (i) to pay (including by way of purchase) indebtedness (including indebtedness of Mission Energy Holdings Company, a Delaware corporation), (ii) to
acquire or invest in any power generation facility or energy producing facility, including any related steam fields or oil and gas reserves, (iii) to make capital expenditures or acquire any
real, personal or intellectual property, (iv) to acquire equity or debt securities (including, joint venture, partnership or other membership interests) of any Person or (v) to invest in
their existing lines of business or to otherwise acquire or develop new lines of business of any type.

6.31Substitute Insurance.The Purchaser Parties shall use Commercially Reasonable Efforts to obtain adequate
policies of insurance in terms of limits, deductibles and scope of coverage set forth on Intralinks to replace the insurance coverage provided by the Corporate Insurance Policies identified on
Intralinks for any Project Operating Company that is not a Wholly Owned Subsidiary of EME. As soon as practicable following the Effective Date, but in no event later than ten (10) Business Days
before the Closing Date, the Sellers shall provide Purchaser with a list in reasonable detail of those insurance coverages, if any, that may be required pursuant to any Financing Agreement that are
provided by a Corporate Insurance Policy, together with the applicable limits, deductibles and scope of coverage thereof.

6.32No Negotiation.Except as permitted bySection 6.3,
until such time, if any, as this Agreement is terminated pursuant toSection 9.1or is partially terminated with respect to any particular
Project pursuant toSection 9.3(but then only with respect to any such particular Project), subject to fiduciary duties and prior notice to the
Purchaser of the Sellers' intent to rely thereupon, if any, of directors under Applicable Law, the Sellers will not directly or indirectly solicit any inquiries or proposals from or negotiate with, or
provide confidential information to, any Person (other than Purchaser) relating to any transaction or potential transaction involving the sale of any Project, any Acquired Company or any of the Shares
or Owner Notes, or any merger, consolidation, business combination, or similar transaction related thereto.

6.33Financing Cooperation.

(a)   Subject
toSection 6.1and6.26(a)and without limiting the
generality of the foregoing, and subject to Seller's obligations inSection 6.1and6.26(a),
between the Effective Date and the Closing Date, the Sellers will use Commercially Reasonable Efforts to cooperate with the Purchaser in connection with the preparation of any information memorandum,
prospectus or similar investment circular for the purpose of or in connection with any post-Closing financing or refinancing of any indebtedness assumed or incurred in connection with the
Contemplated Transactions (each, an

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"Investment Circular") by providing the Purchaser with historical financial data and historical operating data that is reasonably requested by the
Purchaser related to the Acquired Companies, except the provision of any such historical operating data shall be subject to applicable confidentiality or non-disclosure agreements in favor
of third parties, if any.

(b)   Subject
to the procedures for indemnity set forth inSection 11.4, the Purchaser Parties will indemnify and hold
the Sellers and their Affiliates harmless against any Losses to which the Sellers and their Affiliates may become subject insofar as such Losses arise out of or are based upon (i) an untrue
statement or alleged untrue statement of material fact in the IPR Shareholder Circular or any Investment Circular, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, such untrue statement or
alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with written information furnished to the IPR by the Sellers expressly for use therein and
(ii) any offering of securities, financing activities, solicitations (including solicitations of votes or proxies in connection with the IPR Shareholders Meeting) relating in any way to the IPR
Shareholders Circular or any Investment Circular.

6.34Certain Environmental Matters.

(a)Remediation Measures.In the event that EME becomes obligated to indemnify the Purchaser Indemnified Parties
under the provisions ofSection 11.3(a)(iii)for Remediation Measures in respect of Existing Soils Contamination, then the following provisions
shall apply.



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(b)Site Tests.For a period of up to one hundred twenty (120) days after the Closing, Purchaser will
exercise Commercially Reasonable Efforts to permit EME and its agents, representatives and contractors, if EME shall so elect, and subject to such reasonable and customary conditions that Purchaser
may impose, to enter upon any and all of the real property included in the Projects for the purposes of making tests, taking samples and soil borings, or conducting groundwater studies and such other
reasonable investigations in order to determine if there is any Existing Soils Contamination. All such activity and testing shall be at EME's sole cost. For the purposes of this Agreement, the results
of such tests shall not be determinative.

6.35Special Purpose Accounts.EME shall use its Commercially Reasonable Efforts to prepare, as soon as
reasonably practicable following the Effective Date, audited accounts (the "Special Purpose Accounts") in accordance with US GAAP for the three
(3) years ended December 31, 2003, as EME and Purchaser shall mutually agree, which Special Purpose Accounts shall represent adjustments to the historical results of operations and
financial position of MEC BV and its Subsidiaries to reflect only the historical results of operations and financial position of the Acquired Companies. For the avoidance of doubt, EME will use its
Commercially Reasonable Efforts to prepare the Special Purpose Accounts based on (i) the audited consolidated balance sheets of MEC BV as of the last day of each of the two (2) financial
years ended on December 31, 2003 and (ii) the audited consolidated statements of income, cash flows and stockholders' equity of MEC BV for each of the three (3) financial years
ended on December 31, 2003 (together the "Base Financial Data"). The Base Financial Data will reflect the relevant adjustments, modifications,
procedures, assumptions and other matters relating thereto as EME and Purchaser may mutually agree such that the Special Purpose Accounts include the Acquired Companies and the Owner Notes and include
or exclude, as the case may be, all other matters as required relevant to the Contemplated Transaction. EME shall use its Commercially Reasonable Efforts to provide information and assistance to the
Purchaser, as the Purchaser shall reasonably require, in connection with the translation of the US GAAP accounts into UK GAAP. EME shall promptly provide to the Purchaser such quarterly statements for
MEC BV and its Subsidiaries as it regularly prepared or prepares and received or receives for periods from January 1, 2003.

ARTICLE VII.
TAX MATTERS

7.1Responsibility for Filing Tax Returns.

(a)   EME
shall prepare and file, or shall cause to be prepared and filed, all Tax Returns in respect of the Controlled Acquired Companies that (i) are required to be
filed on or before the Closing Date or (ii) are required to be filed after the Closing Date and (A) are Consolidated Tax Returns of EME or its Affiliates (but excluding, for the
avoidance of doubt, any Income Tax Return of a consolidated or multiple entry consolidated group for Australian Tax purposes for periods after the Closing Date), or (B) are with respect to
Income Taxes and are required to be filed on a separate Tax Return basis for any taxable period ending on or before the Closing Date. Any such Tax Returns that include taxable periods ending on or
before the Closing Date (including any associated claims, elections or other notices or filings) shall be on a basis consistent with the last filed such Tax Return, except as otherwise

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required
by Law; provided, any new claims, elections or other notices or filings made available as a result of a change in Law may be made so long as they do not have the effect of increasing a
Controlled Acquired Company's liability for Taxes in a post-Closing period. EME shall provide a copy of any Tax Return described in clause (ii)(B) of the first sentence of this Section 7.1(a),
and any Income Tax Return of a consolidated or multiple entry consolidated group for Australian Tax purposes that is to be filed
by EME pursuant to the first sentence of thisSection 7.1(a)after the date hereof, to the Purchaser Parties at least twenty (20) Business
Days in advance of the due date for filing such return, and the Purchaser Parties shall be entitled to make comments regarding such return which EME is not required to adopt. If EME determines that
any of the Controlled Acquired Companies is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is
obligated to prepare or cause to be prepared the original such Tax Return pursuant to thisSection 7.1(a), EME shall be entitled to file or make
such claim or amended Tax Return on behalf of such Controlled Acquired Company and will be entitled to control and make all decisions and take all actions in its sole discretion in connection with the
prosecution of such refund claims; provided, however, that EME shall inform the Purchaser Parties at least twenty (20) Business Days before filing any such refund claim or amended Tax Return
and thereafter shall promptly inform the Purchaser Parties of developments relating to such claim or Tax Return; and provided further, that EME shall not take any action pursuant to this sentence that
shall result in any material Tax liability for any Controlled Acquired Company for a period after the Closing Date.

(b)   The
Purchaser Parties shall prepare or cause to be prepared and shall file or cause to be filed all other Tax Returns in respect of the Controlled Acquired Companies
required to be filed after the Closing Date. Any such Tax Returns that include taxable periods ending on or before the Closing Date shall be on a basis consistent with the last such Tax Return, except
as otherwise required by Law,providedany new claims, elections or other notices or filings made available as a result of a change in Law may be made
so long as they do not have the effect of increasing a Controlled Acquired Company's liability for Taxes in a Pre-Closing Period. With respect to (i) any Tax Return required to be
filed by Purchaser for a taxable period that includes (but does not end on) the Closing Date (a "Straddle Period") and (ii) any Tax Return for
non-Income Taxes to be filed by the Purchaser for a taxable period ending on or before the Closing Date, the Purchaser shall deliver to EME, at least 30 Business Days prior to the filing
of such Tax Return, a detailed schedule setting forth the amount of Tax for which the Purchaser Indemnified Parties are entitled to be indemnified pursuant to Section 11.5and a copy of such Tax
Return. EME shall have the right to review such Tax Return and schedule prior to the filing of such Tax
Return. EME and Purchaser agree to consult and resolve in good faith any issue arising as a result of EME's review of such Tax Return and schedule and mutually to consent to the filing of such Tax
Return as promptly as possible. Neither the Purchaser nor any of its Affiliates shall file any amended Tax Returns for any taxable periods for or in respect of the Controlled Acquired Companies with
respect to which the Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to thisSection 7.1(b),
without the prior written consent of EME, except if such Tax Returns are required under Applicable Law or as a result of the final determination (or settlement to which EME has consented, such consent
not to be unreasonably withheld or delayed) of an audit by a taxing authority or similar proceeding.

(c)   Notwithstanding
any provision of this Agreement to the contrary, the party that is legally required to file a Tax Return shall be responsible for the actual
filing of such Tax Return.

7.2Section 338 Election.

(a)   No
Purchaser Party or any of their respective Affiliates (including the Acquired Companies), shall make any election under Section 338of the Code with respect to the Contemplated Transactions unless
EME has been notified of the Purchaser's desire to do so, and EME in
its sole discretion

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consents
in writing, at least thirty (30) days prior to the Closing Date, that such election will be made. If EME so consents, the provisions of Schedule 7.2shall govern such election.

(b)   NotwithstandingSection 7.2(a), the Purchaser shall, or shall cause the applicable Purchaser Designee to, make
such elections underSection 338of the Code as may be required by EME, provided such election is permitted under the Code and would not have a
prejudicial effect on the Tax position of a Purchaser Party or an Affiliate of a Purchaser Party (including, after Closing, the Acquired Companies) at any time on or after the Closing Date, and the
provisions ofSchedule 7.2shall govern such election.

7.3Internal Restructurings.EME shall have the right in its sole discretion to cause elections pursuant to U.S.
Treasury Regulations section 301.7701-3 to be filed, effective from any dates on or prior to the Closing Date, for any of the Acquired Companies that are not United States entities
to be treated as branches or partnerships for U.S. federal Income Tax purposes.

7.4Payment of Taxes.

(a)   EME
shall pay or cause to be paid on or before the due date therefor (i) all Taxes due with respect to Tax Returns which EME is obligated to prepare and file or
cause to be prepared and filed pursuant toSection 7.1(a); (ii) all Taxes due with respect to Tax Returns for Straddle Periods for which
the Purchaser Indemnified Parties are entitled to be indemnified pursuant toSection 11.5; (iii) all non-Income Taxes with
respect to Tax Returns for non-Income Taxes to be filed by Purchaser for a taxable period ending on or before the Closing Date or a Straddle Period for which the Purchaser Indemnified
Parties are entitled to be indemnified pursuant toSection 11.5; and (iv) all Taxes described in Section 11.5(a)(v).

(b)   The
Purchaser shall pay or cause to be paid on or before the due date therefor (i) all Taxes due with respect to Tax Returns which the Purchaser is obligated to
prepare and file or cause to be prepared and filed pursuant toSection 7.1(b)other than Taxes which EME shall pay or cause to be paid in
accordance withSection 7.4(a); and (ii) all Taxes owed by the Controlled Acquired Companies other than Taxes which EME shall pay or cause
to be paid in accordance with the preceding sentence.

7.5Refunds and Tax Benefits.

(a)   Any
Tax refunds (including the tax refunds listed onSchedule 7.5(a)and also including for the avoidance of doubt
any interest component of such refunds) that are received by any Purchaser Party or any of its Affiliates, any applicable Purchaser Designee or any Controlled Acquired Company, and any amounts
credited against Tax to which any Purchaser Party or any of its Affiliates, any applicable Purchaser Designee or any such Controlled Acquired Company have become entitled, that relate to taxable
periods ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date (net of any Taxes resulting from the receipt of such refund or credit) shall be for the
account of EME, except to the extent that any indemnity payment underSection 11.5(a)is reduced on account of such refund or credit, and the
Purchaser shall, or shall cause the applicable entity that received or is entitled to such Tax refund or credit to, pay over to EME an amount equal to any such refund or an amount equal to any such
credit (net of any Taxes resulting from the receipt of such refund or credit) to which EME is entitled within fifteen (15) days after receipt of or entitlement thereto. The preceding sentence
shall not apply to (i) the CBK VAT Credits, (ii) any refunds or credits resulting from the use in a post-Closing period of Tax losses that arose in a Pre-Closing
Period and are properly carried forward into a post-Closing period, nor (iii) any refunds or credits resulting from the use in a Pre-Closing Period of Australian Tax
losses described inSection 4.13(f)against taxable gain or income resulting from a transaction occurring outside the Ordinary Course of
Business. For purposes of clause (iii) of the preceding sentence, any restructuring or reorganization of a relevant Controlled Acquired Company with effect during or after 2004 shall be
considered outside the Ordinary Course of Business, but all restructurings or reorganizations arising from Project Partial Termination Events in

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respect
of the Project-Specific Acquired Companies listed opposite the Projects known as "Valley Power" or "Kwinana" shall be deemed to be in the Ordinary Course of Business (but only to the extent
that the aggregate income or gains resulting from such restructurings or reorganizations does not exceed AU$20,000,000). To the extent that a claim for refund or a proceeding results in a payment or
credit against Tax by a Tax Authority to any Purchaser Party or any of its Affiliates, any applicable Purchaser Designee or any Controlled Acquired Company of any amount accrued by the applicable
Acquired Company as of the Closing Date (as evidenced by the customary accounting records for such Acquired Company), the Purchaser shall, or shall cause the applicable entity that received or is
entitled to such Tax refund or credit to, pay such amount (net of any Taxes resulting from the receipt of such refund or credit) to EME within fifteen (15) days after receipt of or entitlement
thereto, except to the extent that an indemnity payment underSection 11.5(a)is reduced on account of such refund or credit.

(b)   The
Purchaser and its Affiliates (including the applicable Purchaser Designees and the Controlled Acquired Companies) shall be entitled to any (i) refunds or
credits on account of which an indemnity payment underSection 11.5(a)is reduced, (ii) refunds or credits of Taxes of the Controlled
Acquired Companies that are attributable to any taxable period or portion thereof beginning after the Closing Date and (iii) refunds or credits for Taxes for which the EME Indemnified Parties
are entitled to be indemnified pursuant toSection 11.5, in each case net of any Taxes resulting from the receipt of such refund or credit.

(c)   The
Purchaser shall cause the Controlled Acquired Companies to elect, when permitted by Law, to carry forward any net operating loss or other item arising after the
Closing Date that could, in the absence of such an election, be carried back to a taxable period of such Controlled Acquired Companies ending on or before the Closing Date in which such companies were
included in a Consolidated Tax Return of EME or its Affiliates. The Purchaser, on its own behalf and on behalf of its Affiliates (including the Purchaser Designees), hereby waives (to the extent
permitted under Applicable Law) any right to use or apply any net operating loss or other item of the Controlled Acquired Companies for any Tax year ending on any date following the Closing Date to
any period of such Controlled Acquired Companies ending on or before the Closing Date. If any net operating loss or other item shall be carried back to any such period (except where such
carry-back is required under Applicable Law or as the result of a final determination of a Tax audit or similar proceeding to which EME consents), Purchaser shall indemnify EME and its
Affiliates (other than the Acquired Companies) for all reasonable costs and expenses incurred by EME or any of its Affiliates in filing such claims or in connection with any audit of such claims.

(d)   No
Controlled Acquired Company shall, and EME shall cause the Controlled Acquired Companies not to, use in a Pre-Closing Period any Australian Tax losses
described inSection 4.13(f)against taxable gain or income resulting from a transaction occurring outside the Ordinary Course of Business (it
being understood that any restructuring or reorganization of a relevant Controlled Acquired Company with effect during or after 2004 shall be considered outside the Ordinary Course of Business, but
all restructurings or reorganizations arising from Project Partial Termination Events in respect of the Project-Specific Acquired Companies listed opposite the Projects known as "Valley Power" or
"Kwinana" shall be deemed to be in the Ordinary Course of Business (but only to the extent that the aggregate income or gains resulting from such restructurings or reorganizations does not exceed
AU$20,000,000)).

7.6Cooperation on Tax Matters.

(a)   The
Parties shall cooperate fully, as and to the extent reasonably requested by EME or the Purchaser, as the case may be, in connection with the filing of Tax Returns
pursuant to thisArticle VIIand any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include (i) if
required by Applicable Laws, the Purchaser and its Affiliates to execute, file or take any other action with respect to any Tax Return or other documentation described in Section 7.1(a)and
(ii) the

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retention
and (upon either EME's or the Purchaser's request) the provision of records and information possessed by the relevant party that are reasonably relevant to any such audit, litigation or
other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser and its Affiliates
(including the applicable Purchaser Designees and, after the Closing, the Controlled Acquired Companies) and EME and its Affiliates agree (A) to retain all books and records possessed by the
relevant party with respect to Tax matters pertinent to the Controlled Acquired Companies relating to any taxable period beginning before the Closing Date until the expiration of the applicable
statute or other rule of limitations (and, to the extent notified by the Purchaser or EME, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements
entered into with any Tax Authority, and (B) to give the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if EME or the
Purchaser, as the case may be, so requests the Purchaser and its Affiliates (including the applicable Purchaser Designees and, after the Closing, the Controlled Acquired Companies) and EME and its
Affiliates, as the case may be, shall allow the other Parties to take possession of such books and records.

(b)   The
Purchaser and its Affiliates (including the applicable Purchaser Designees and, after the Closing, the Controlled Acquired Companies) and EME and its Affiliates
shall (i) consult with each other prior to taking any position or settling any claim with respect to Taxes that could reasonably be expected to have a Material Adverse Effect on EME, any Seller
or any of their respective Affiliates or the Purchaser or any of its Affiliates, as the case may be, and (ii) not take any action with respect to Taxes that would legally bind the other Parties
or any of their respective Affiliates without the prior written consent of EME or the Purchaser, as the case may be. The Purchaser and its Affiliates (including the applicable Purchaser Designees and,
after the Closing, the Controlled Acquired Companies) and EME and its Affiliates further agree, upon request, to use their Commercially Reasonable Efforts to obtain any certificate or other document
from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the Contemplated Transactions).

(c)   The
Purchaser and its Affiliates (including the applicable Purchaser Designees and, after the Closing, the Controlled Acquired Companies) shall promptly notify EME in
writing: (x) of any audit instituted for any period for which the Purchaser Indemnified Parties are entitled to be indemnified pursuant to Section 11.5, and shall provide periodic status
updates of potential Tax Claims for such period, and (y) upon the termination by a
Controlled Acquired Company of the employment of any of the individuals in the positions listed onSchedule 7.6(c). The Purchaser shall, within
the earlier to occur of one hundred and twenty (120) days after EME's year-end and one hundred and twenty (120) days after the Closing Date, prepare or cause the Controlled
Acquired Companies to prepare, in a manner consistent with such Controlled Acquired Companies' past practice, the Tax workpaper preparation package or packages necessary to enable EME to prepare Tax
Returns that EME is obligated to prepare or cause to be prepared.

7.7Tax-Sharing Agreements and Other Elections.

(a)   On
the Closing Date, except as otherwise set forth onSchedule 7.7(a), all Tax-sharing agreements or
similar agreements between (i) the Acquired Companies, on the one hand and (ii) EME or its Affiliates (other than the Acquired Companies), on the other hand, shall be terminated
effective as of the close of the Closing Date and have no further effect for any taxable year or period (whether a past, present or future year or period), and no additional payments shall be made
thereunder after the Closing Date with respect to any period.

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(b)   Notwithstanding
anything inSection 7.7(a)or elsewhere in this Agreement to the contrary, for any taxable period
ending on or before the Closing Date, EME and the Purchaser shall agree:



(c)   (i)Schedule 7.7(c)lists all joint elections under Section 171Aof the U.K. Taxation of Chargeable Gains Act 1992 ("TCGA") that the Acquired
Companies have entered into prior to the date hereof.



(d)   (i) EME
agrees to procure that one or more elections are entered into by one or more members of the EME UK Group under section 179A TCGA in order to ensure
that the total amount of any liability that would otherwise have accrued to any Acquired Company under section 179 TCGA as a result of the sale of the Acquired Company pursuant to the Agreement
is treated as accruing to a member of the EME UK Group or that parts of that liability equaling in aggregate the total amount of that liability are treated as accruing to one or more members of the
EME UK group.



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7.8Certain Taxes and Fees.NotwithstandingSection 7.1, Section 7.4or anything else herein to the contrary:



7.9Purchaser Tax Acts.The Purchaser shall not and shall procure that none of its Affiliates (including the
applicable Purchaser Designees and, after the Closing Date, the Controlled Acquired Companies), acting separately or in concert, shall cause or engage in any Purchaser Tax Act.

ARTICLE VIII.
CONDITIONS TO CLOSING

8.1Conditions Precedent to Obligations of Each Party.Without limitingSections
3.2or9.3, the respective obligations of each of the Sellers and the Purchaser Parties to consummate the transactions subject
to the First Closing shall be subject to the satisfaction or waiver (in accordance withSection 8.5), on or prior to the Closing Date, of each of
the following conditions:



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8.2Other Conditions Precedent to Obligations of the Purchaser Parties.Without limiting Sections 3.2or9.3, the obligation of the Purchaser Parties to consummate the transactions subject to
the First Closing shall be subject to the satisfaction or waiver (in accordance withSection 8.5), on or prior to the Closing Date, of each of
the following additional conditions:



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8.3Other Conditions Precedent to Obligations of the Sellers.Without limitingSections
3.2or9.3, the obligation of the Sellers to consummate the transactions subject to the First Closing is subject to the
satisfaction or waiver (in accordance withSection 8.4), on or prior to the Closing Date, of each of the following additional conditions:



8.4Conditions Precedent to Obligations of Each Party Relating to the Second Closing.Without limiting Sections 3.2or9.3, the respective obligations of each of the Sellers and the Purchaser Parties to
consummate the transactions subject to the Second Closing shall be subject only to the condition that the First Closing shall have occurred.

8.5Waiver of Conditions.The conditions set out inSection 8.1(other than the IPR Shareholder Consent Condition, which
may not be waived) may be waived by agreement in writing between the Purchaser and EME. The conditions set out inSection 8.2may be waived in whole or in part by the Purchaser by notice in writing to EME. The conditions set out in Section 8.3may be waived
in whole or in part by EME by notice in writing to the Purchaser. The condition set out in Section 8.4may be waived only by agreement in writing between the Purchaser and EME.

ARTICLE IX.
TERMINATION

9.1Termination of Agreement.This Agreement may be terminated as follows:



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9.2Effect of Termination.No termination of this Agreement pursuant to Section 9.1(c),Section 9.1(d), Section 9.1(e),Section 9.1(f)and Section 9.1(g)shall be effective until a termination notice is delivered to the non-terminating Party specifying any and all
corresponding provisions of this Agreement underlying such termination. If validly terminated pursuant toSection 9.1, this Agreement shall
become void and of no further force and effect without further liability to any Seller, Purchaser Party or any applicable Purchaser Designee or any of their respective Subsidiaries, Affiliates or
Representatives, except that (i) termination shall not affect a Party's accrued rights and obligations under this Agreement as at the date of termination and (ii) the obligations of the
Purchaser Parties and any applicable Purchaser Designee under the Confidentiality Agreements and the obligations of the Parties underArticle XIIof this Agreement shall remain in full force and effect;provided, howeverthat nothing in this Section 9.2shall be deemed to release any Party from
liability for any willful breach of its obligations under this Agreement in any material
respect.

9.3Partial Termination.

(a)Project Partial Termination.Notwithstanding anything in Section 9.1orSection 9.2to the contrary, the respective obligations of the Sellers and
the Purchaser Parties hereunder relating to any particular Project (i) if not terminated earlier, will be terminated automatically if any condition set out

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inSection 8.1,Section 8.2(d)or Section 8.3(d)has not been satisfied or waived in relation to
such a Project on the Closing Date; and (ii) may be terminated upon written
notice delivered by EME to the Purchaser or the Purchaser to EME, as the case may be, if the terminating Party reasonably believes that, notwithstanding the use of Commercially Reasonable Efforts, it
is or has become impossible to satisfy a condition set out inSection 8.1,Section 8.2(d)orSection 8.3(d)in relation to a specified Project, in each case with a corresponding reduction in the Aggregate Purchase Price determined in
accordance withSection 2.4. A "Project Partial Termination Event" will be deemed to have
occurred in respect of a Project if the obligations of the Sellers and the Purchaser Parties under this agreement relating to that Project are terminated by virtue of the operation of this Section 9.3.

(b)Effect of Project Partial Termination Event.If a Project Partial Termination Event occurs in relation to a
Project then this Agreement shall become void and of no further force and effect with respect to such Project without liability to any Seller, Purchaser Party or any applicable Purchaser Designee or
any of their respective Subsidiaries, Affiliates or Representatives, except that the obligations of the Purchaser Parties and any applicable Purchaser Designee under the Confidentiality Agreements and
the obligations of the Parties with respect to such Project under thisSection 9.3(b)and underSections 1.5,
6.12andArticle XIIof this Agreement shall remain in full force and effect;provided,
however, that nothing in thisSection 9.3(b)shall be deemed to release any Party from liability for any willful breach
of its obligations under this Agreement in any material respect. No Project Partial Termination Event shall (i) affect any provision of this Agreement as it applies to the Shares, the Owner
Notes or the EME Guarantees other than to the extent such Shares, Owner Notes and EME Guarantees relate exclusively to the Project to which such Project Partial Termination Event relates or
(ii) terminate the respective obligations of the Sellers and the Purchaser Parties to consummate the Contemplated Transactions with respect to the Shares, the Owner Notes, the EME Guarantees or
any Project other than a Project to which the Project Partial Termination Event relates. Notwithstanding the foregoing, in the event that a Project Partial Termination Event occurs with respect to a
Project, the Sellers shall cause the Project and each Project-Specific Acquired Company, Owner Note and EME Guarantee specifically related thereto to be transferred or otherwise separated from MEC BV
and its Subsidiaries without Liability (whether actual or contingent and including any Liability for Tax) on the part of any Acquired Company and in a manner which does not prevent or limit the
ability of MEC BV or any of its Subsidiaries to pay dividends or otherwise distribute amounts to their respective shareholders.

(c)Cooperation.If any Project is subject to a Project Partial Termination Event, the Parties agree to work
cooperatively in good faith to resolve any separation, transition and IT issues arising therefrom and shall commence the transition of IT systems for the Project in accordance with Section 6.25.

ARTICLE X.
DEFINITIONS

10.1Certain Definitions.For purposes of this Agreement, the following terms shall have the meanings specified
in thisSection 10.1:



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10.2Usage.    In this Agreement, unless a clear contrary intention appears:



ARTICLE XI.
INDEMNIFICATION

11.1Survival.    The representations and warranties of the Parties contained in this Agreement will survive the
Closing (a) indefinitely with respect to the representations and warranties contained in

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Sections 4.1(Organization and Good Standing),4.2(Authority and Enforceability),4.5(Ownership
Interests),4.10(Title to Properties), 4.25(No
Insolvency),4.26(Financial Advisors) and5.1(Organization and Good
Standing); (b) until 60 calendar days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive)
with respect to the matters contained inSections 4.13(Taxes) and 4.21(Employee
Benefits); (c) until the date falling twenty-four (24) months
after the Closing Date in the case of all other representations and warranties, except that the representations and warranties set forth in Section 4.16(Environmental
Matters) shall survive for the period specified in
Section 11.3(a)(iii) (each such period, in relation to the warranties to which it relates, the "Survival Period"); provided, however, that any
representation, warranty that would otherwise terminate in accordance with clause (b) or (c) above will
continue to survive if a notice of a claim shall have been given under thisArticle XIon or prior to the date on which it otherwise would
terminate, until the related claim for indemnification has been satisfied or otherwise resolved as provided in thisArticle XI.

11.2Exclusive Remedy.    Absent intentional fraud, from and after the Closing, (a) the remedies contained
in thisArticle XIshall be the sole and exclusive remedy of any Party or indemnitee hereunder for monetary recovery, including damages (whether
based on contract, tort or any other theory) and, to the extent permitted by Law, each Party and indemnitee agrees not to make, and releases any right it may have to make, any other claim for monetary
recovery under any Applicable Law, including any securities Law to the extent waivable, in connection with (i) any untruth or inaccuracy in any representation or breach of any warranty in this
Agreement or any related certificates or other documents delivered pursuant to this Agreement, and (ii) any failure by a Party to perform or observe any term, provision, covenant, or agreement
in this Agreement to be performed or observed by such Party, and (iii) any act or omission concerning any Share, Owner Note, Acquired Company or Project (or for any statement or representation
about any of the foregoing), in each case except in accordance with the provisions of thisArticle XI, and (b) subject to the following
sentence, indemnification with respect to Taxes shall be governed solely bySection 11.5. Subject to Section 11.6, and notwithstanding EME's
acting as agent for other Sellers or any other provision herein, all claims by a Purchaser Indemnified
Party under this Agreement shall be made against EME only, and no Purchaser Party, Purchaser Designee or other Purchaser Indemnified Party shall have the right to institute any Action or make any
claim against any such other Sellers under this Agreement

11.3Indemnification Coverage.

(a)   Except
with respect to Taxes, indemnification for which is dealt with exclusively inSection 11.5, EME shall
indemnify and defend, save and hold the Purchaser Indemnified Parties harmless from and against any and all claims, demands, suits, losses (including loss of value), liabilities, damages, costs and
expenses, including reasonable attorneys' fees and costs of investigation, litigation, settlement and judgment (collectively, "Losses") which they
sustain or suffer or to which they become subject as a result of:



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(b)   Except
with respect to Taxes, indemnification for which is dealt with exclusively inSection 11.5, in the case of
clause (i) below only, the Purchaser Parties severally and, in the case of the remainder of thisSection 11.3(b), the Purchaser, shall
indemnify and defend, save and hold the Sellers and their respective Affiliates, successors and permitted assigns (collectively the "EME Indemnified
Parties") harmless from and against any and all Losses which they sustain or suffer or to which they become subject as a result of:



(c)   The
indemnification obligations inSections 11.3(a)and11.3(b)shall be
subject to the following limitations:



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11.4Procedures.

(a)   Any
party entitled to indemnification under thisArticle XI(each an "Indemnified
Party") shall promptly upon its discovery of facts or circumstances giving rise to a claim for indemnification, including receipt by it of notice of any demand, assertion,
claim or Action by any third party (such third party Actions being collectively referred to herein as "Third-Party Claims"), give notice thereof (the
"Claim Notice") to the Person or Persons obligated to provide indemnification under this Article XI(each an "Indemnifying
Party"). Failure to timely provide such notice will not affect
any rights hereunder unless (and then only to the extent that) the Indemnifying Party is materially prejudiced thereby. In providing any Claim Notice to the Indemnifying Party in respect of any
Third-Party Claim, the Indemnified Party shall provide the Indemnifying Party with a copy of such Third-Party Claim or other documents received and shall otherwise make available to the Indemnifying
Party all relevant information material to the defense of such claim and within the Indemnified Party's possession.

(b)   Within
thirty (30) days after the date of the Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether it acknowledges its obligation to
indemnify in accordance with thisArticle XIwithout any reservation of rights or whether it intends to fulfill its indemnification obligation
with a reservation of rights.



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(c)   Neither
the Indemnifying Party nor the Indemnified Party shall have the right to settle or compromise any such Third-Party Claim without the consent of the other, which
consent shall not be unreasonably withheld or delayed.

11.5Tax Indemnification.

(a)EME Indemnification.EME shall indemnify, defend, save and hold the Purchaser Indemnified Parties harmless
from and against (i) all liability for Taxes of and in respect of the Controlled Acquired Companies for any taxable period that ends on or before the Closing Date and the portion of any
Straddle Period ending on such Closing Date ("Pre-Closing Period"), (ii) all liability (as a result of Treasury Regulation section 1.1502-6, any analogous
provisions of foreign Laws or otherwise) for Taxes of EME or any other Person (other than the Acquired Companies) which is or has ever been affiliated with the Controlled Acquired Companies, or with
whom the Controlled Acquired Companies otherwise join or have ever joined (or are or have ever been required to join) in filing any Consolidated Tax Return, prior to the Closing Date, (iii) all
liability for any breach of the Sellers' representations and warranties contained inSection 4.13in respect of a Pre-Closing Period
subject, in relation to sub-sections (e) and (f) thereof, toSection 11.5(aa)(iv) all liability under any Tax
sharing, allocation or indemnity agreement or arrangement to which an Acquired Company is or has been a party at any time prior to the Closing, (v) all Taxes resulting from restructurings or
reorganizations undertaken by EME, any of its Affiliates or any Acquired Company on or prior to the Closing, including the Delayed Project Spin-Offs, the transactions described in Sections 1.3,6.16,6.17and 6.21, any transfer of assets in the event of a Project Partial Termination Event and any
Permitted Transfer, (vi) any liability to Tax of and in
respect of a Pre-Closing Period of Ibérica, as parent company of EMESL, or of EMESL where such liability would not have arisen but for the disallowance for Tax purposes of
EMESL's amortisation, deductions and expenses (interest and other funding costs) in relation to an inducement payment made by EMESL to its former parent company, (vii) all
Liability for Taxes (whenever arising) which arises as a result of any breach by EME of the covenants contained inArticle VIIand
(viii) all costs, losses or expenses (including without limitation reasonable attorneys' or accountants' fees) relating to Taxes or liabilities described in clause (i) to (v) of
thisSection 11.5provided, however, that EME's indemnity obligation pursuant to this Section 11.5(a)shall be reduced by refunds of Taxes with
respect to such periods received after the Closing Date by Purchaser or any of its
Affiliates and not previously remitted to EME and for any estimated or prepaid Taxes made on or prior to the Closing Date for a post-Closing period. Notwithstanding the foregoing, EME
shall not indemnify, defend or hold harmless the Purchaser Indemnified Parties from any liability
for Taxes attributable to any Purchaser Tax Act. Where a liability underSection 11.5(a)arises in relation to a Non-Controlled
Acquired Company, EME's indemnification obligations shall be satisfied by payment of an amount which in relation to such liability is in the same proportion as to the interest which EME holds directly
or indirectly in the relevant Non-Controlled Acquired Company. The matters disclosed in the EME Disclosure Schedule shall not qualify the indemnification provided under this Section 11.5(a)except
for clause (iii) with respect to the Project-Specific Acquired Companies listed opposite the Project known as
"Paiton" onSchedule A-2.

(aa)Sections 4.13(e) and (f).If there is a breach of the representations and warranties in Section 4.13(e)other thanSection 4.13(e)(vii)then EME's indemnification obligation
shall be equal to the tax which the relevant Acquired Company has to pay (whether before or after Closing) and which it would not have had to pay had the representation or warranty been accurate. If
there is a breach of the representations and warranties inSection 4.13(e)(vii), then EME's indemnification obligation shall be satisfied by
payment of a sum equal to 50 percent multiplied by 50 percent of 85 percent of the value of the CBK VAT Credits. If there is a breach of the representations and warranties in Section 4.13(f), then EME's indemnification obligation shall be satisfied by payment of a sum equal to (i) $35,000,000 multiplied by
(ii) the fraction calculated by dividing (x) the amount in Australian dollars

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of
the Tax losses in relation to the relevant Controlled Acquired Companies which prove not to be available by (y) AU$380,000,000.

(b)Purchaser Indemnification.The Purchaser (including the applicable Purchaser Designees and, after the
Closing, the Controlled Acquired Companies), shall indemnify, defend, save and hold the EME Indemnified Parties harmless from and against: (i) except to the extent (A) EME is otherwise
required to indemnify the Purchaser Indemnified Parties for such Tax pursuant toSection 11.5(a)or (B) resulting from actions taken by,
at the instruction of or with the prior written consent of an EME Indemnified Party, all liability for Taxes of and in respect of the Controlled Acquired Companies; (ii) all liability for Taxes
attributable to a Purchaser Tax Act, including all liability for Taxes resulting from the Purchaser making an election underSection 338(g)of
the Code (unless required to do so by EME pursuant toSection 7.2(b)); and (iii) all liability for any breach of the Purchaser Parties'
covenants contained inArticle VIIand (iv) all costs, losses or expenses (including without limitation reasonable attorneys' or
accountants' fees) relating to Taxes or liabilities described in clauses (i) to (iii) of this Section 11.5(b).

(c)Straddle Period.In the case of any Straddle Period:



(d)Payment.Payment by the Indemnifying Party of any amount due under the provisions of this Section 11.5shall be made
within ten (10) Business Days following written notice by the Indemnified Party that payment of such amount to
the appropriate Tax Authority is due;provided, that the Indemnifying Party shall not be required to make any payment earlier than five
(5) Business Days before it is due to the appropriate Tax Authority. In the case of a Tax that is contested underSection 11.5(e)below,
payment of the Tax to the appropriate Tax Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Tax Authority or court,
provided that the Indemnifying Party shall provide the funds for any deposit, bond or similar outlay during the conduct of such contest.

(e)Tax Indemnity Procedures.



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(f)Timing Adjustment.In the event that a final determination (which shall include the execution of an United
States Internal Revenue Service Form 870-AD or successor or similar form) results in a timing difference (e.g., an acceleration of
income or delay of deductions) that would increase EME's liability for Taxes pursuant to thisSection 11.5or results in a timing difference
(e.g., an acceleration of deductions or delay of income) that would increase the Purchaser's liability for Taxes pursuant to this Section 11.5, the
Purchaser or EME, as the case may be, shall promptly make payments to EME or the Purchaser as and when the Purchaser or EME, as
the case may be, actually realizes any Tax benefits as a result of such timing difference (or under such other method for determining the present value of any such anticipated Tax benefits as agreed
to by the Parties). Such Tax benefit for U.S. or foreign federal, state, provincial and local Income Tax purposes shall be computed for any year using Purchaser's or EME's, as the case may be, actual
Tax liability with and without giving effect to such timing difference.

11.6Indemnity Payments Treated as Adjustment to the Aggregate Purchase Price.Any indemnity payments, including
Tax indemnity payments, pursuant to this Agreement are intended by the Parties and shall be treated by the Parties on their Tax Returns as payments made by the respective Seller or Purchaser
Party, as the case may be, and as adjustments to the Aggregate Purchase Price, unless any final law or Tax determination causes any such payment not to be treated as an adjustment to the Aggregate
Purchase Price. In the event that the receipt of a payment under Section 11.3 or 11.5 results in any Tax to the recipient, the Indemnifying Party shall increase the amount of such payment to
the extent necessary such that the amount received by the Indemnified Party, net of Taxes, is the same as the amount the Indemnified Party would have received if such Tax had not been imposed;
provided, the Indemnified Party shall use its best efforts to reduce such Taxes and, provided further, if any such Tax is refunded to or otherwise recovered by the recipient, such refund or recovery
shall be for the account of and paid over to the Indemnifying Party.

ARTICLE XII.
MISCELLANEOUS

12.1Construction; Conflicts.This Agreement and any documents or instruments delivered pursuant hereto shall be
construed without regard to the identity of the Person who drafted the various provisions of the same. Each and every provision of this Agreement, each Related Agreement and such other documents and
instruments shall be construed as though the Parties participated equally in the

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drafting
of the same. Consequently, any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement, any Related Agreement or
such other documents and instruments. In the event of any conflict between this Agreement and any Related Agreement or Foreign Implementing Agreement, this Agreement shall prevail unless either
(a) this Agreement is separately amended in accordance with the provisions hereof or (b) EME and the Purchaser are also parties to such Related Agreement or Foreign Implementing
Agreement and such Related Agreement or Foreign Implementing Agreement expressly provides that it prevails over this Agreement.

12.2Expenses.The Sellers, on the one hand, and the Purchaser Parties, on the other hand, shall each bear their
own respective costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Related Agreements and each other agreement, document and instrument contemplated
hereby or thereby and the consummation of the Contemplated Transactions.

12.3Incorporation of Exhibits and Schedules.All of the Exhibits and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

12.4Binding Effect; Assignment.

(a)   This
Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided
otherwise in this Agreement, nothing in this Agreement will be construed as giving any Person, other than the Parties and their successors and permitted assigns, any right, remedy or claim under or in
respect of this Agreement or any provision hereof.

(b)   Except
as expressly set forth inSection 1.5and subject to Section 12.4(c), no assignment of this Agreement or of any rights or obligations hereunder
may be made by EME or any Purchaser Party (by
operation of Law or otherwise) without the prior written consent of EME, in the case of assignment by any Purchaser Party, and the Purchaser, in the case of assignment by EME (which consent may be
granted or withheld in either EME's or the Purchaser's sole discretion), and any attempted assignment without the required consent shall be void.

(c)   The
Purchaser may charge or assign the benefit of this Agreement and any Related Agreement to any bank or financial institution or other Person by way of security for
the purposes of or in connection with the financing or refinancing (whether in whole or in party) by the Purchaser of the acquisition of the Shares and the Owner Notes under this Agreement or any
Related Agreement provided that (i) the Purchaser Parties nonetheless shall remain responsible, and liable to the Sellers, for the performance of all of their respective obligations hereunder
and thereunder and (ii) the Sellers will have no greater obligation or liability to the chargee or assignee than it would have had to the Purchaser in the absence of any such charge or
assignment. Without limitation to the foregoing, any such bank, financial institution or Person (or any administrative receiver appointed by any of the foregoing or any other Person appointed to
enforce any such security) may charge or assign such rights on, for the purpose of or in connection with, any enforcement of the security under such finance arrangements.

12.5No Right of Set-Off.Subject to Section 12.4, each Purchaser Party for itself and for its Subsidiaries, Affiliates,
successors and permitted assigns hereby unconditionally and
irrevocably waives any rights of set-off, netting, offset, recoupment, or similar rights that such Purchaser Party or any of its respective Subsidiaries, Affiliates, successors and
permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by any Purchaser Party or Purchaser Designee pursuant to this Agreement or any
other document or instrument delivered by any Purchaser Party or Purchaser Designee in connection herewith.

12.6Time of Essence.With regard to all dates and time periods set forth or referred to in this Agreement, time
is of the essence. The Parties acknowledge that each will be relying upon the timely

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performance
by the others of their obligations hereunder as a material inducement to each Party's execution of this Agreement.

12.7Entire Agreement; Amendments and Waivers.

(a)   This
Agreement, the Related Agreements and the EME Confidentiality Agreement represent the entire understanding and agreement between the Parties with respect to the
subject matter hereof and thereof and, except as expressly provided for herein, supersede all prior understandings and agreements, whether oral or written, between the Parties with respect to the
subject matter hereof and thereof. There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter of this
Agreement which are not fully expressed herein or therein.

(b)   This
Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by a written instrument making specific reference to this Agreement
signed by the Party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on
behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance by any Party with any representation, warranty, covenant or agreement contained herein. The
waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.
No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such
right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any consent to be given by the Sellers hereunder may be given
on their behalf by EME acting as agent.

12.8Governing Law.THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY),
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED AND DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).

12.9Consent to Jurisdiction and Service of Process.Each party hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court for the Southern District of New York in respect of any action, suit or proceeding arising in connection with this Agreement and the transaction
documents and the transactions contemplated hereby and thereby, and agrees that any such action, suit or proceeding shall be brought only in such court (and waives any objective based on forum non conveniensor any other objection to venue therein);provided however,that such consent to
jurisdiction is solely for the purpose referred to in thisSection 12.9and shall not be deemed to be a general submission to the jurisdiction of
said courts or in the State of New York other than for such purpose. Any and all process may be served in any action, suit or proceeding arising in connection with this Agreement or the Related
Agreements by complying with the provisions ofSection 12.12. Such service process shall have the same effect as if the party being served were a
resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties hereby waive all claims of error by reason of such service. Nothing herein shall
affect the right of any Party to service of process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce
judgments or rulings of the aforementioned courts.

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12.10Expert Determination.

(a)   If
appointed, the Expert shall act on the following basis: (i) the Expert shall act as an expert and not as an arbitrator and (ii) the Expert's terms of
reference shall be to determine the matters in dispute referred to him underSection 2.5, Section 8.1(c)orSection 11.5(d)(as the case may be) as soon as reasonably practicable
(and in any event within 60 days) following his appointment.

(b)   The
Parties shall each provide the Expert with all information that the Expert reasonably requests (having regard to the Expert's terms of reference) and the Expert
shall be entitled (to the extent he considers appropriate) to base his determination on such information.

(c)   Any
determination by the Expert shall be, in the absence of fraud or manifest error, final and binding on the Parties.

(d)   The
Purchaser and EME shall each pay one half of the Expert's costs or as the Expert may determine.

12.11Table of Contents and Headings.The table of contents, article, section and subsection headings of this
Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

12.12Notices.All notices and other communications under this Agreement shall be in writing and shall be deemed
duly given (a) when received, if delivered personally, (b) on the second (2nd) Business Day after deposit with FedEx or other generally recognized overnight courier service of
international standing (providing proof of delivery) with proper fees prepaid or (c) on the Business Day on which it is sent by facsimile during regular business hours (or on the next Business
Day after transmission if sent after regular business hours) with confirmed receipt the day of transmission, with a copy promptly sent in accordance with the provisions of the preceding
clause (a) or (b), to the Parties at the following addresses or facsimile numbers (or to such other address or facsimile number as a Party may have specified by notice given to the other Party
pursuant to this provision):



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12.13Severability.Whenever possible, each provision of this Agreement shall be interpreted in such manner as
to be valid, binding and enforceable under Applicable Law, but if any provision of this Agreement is held to be invalid, void (or voidable) or unenforceable under Applicable Law, such provision shall
be ineffective only to the extent held to be invalid, void (or voidable) or unenforceable, without affecting the remainder of such provision or the remaining provisions of this Agreement and this
Agreement will be interpreted, construed and enforced as if such invalid, void (or voidable) or unenforceable provision had never been contained herein, so long as the economic and legal substance of
the Contemplated Transactions are not affected in a manner materially adverse to any Party hereto.

12.14Enforcement.The Parties agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.

12.15Counterparts; Signature Page Delivery.This Agreement may be executed in any number of counterparts, each
of which will be deemed an original, but all of which together will constitute one and the same instrument. The execution and delivery of this instrument by facsimile of the signature of the Party or
an officer of a Party shall constitute due execution and delivery by that Party and shall bind that Party to the terms and conditions contained herein.

12.16Currency.All amounts payable to or by any Party under this Agreement shall be paid in United States
Dollars, unless otherwise expressly specified. All amounts set forth in this Agreement are denominated in United States Dollars unless otherwise expressly specified. Any conversions between United
States Dollars and another currency shall be based on the average of the exchange rates for such conversion published in The Wall Street Journal on each of the five (5) Business Days preceding

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the
day on which such conversion is to be calculated for the purposes of carrying out the terms of this Agreement. If The Wall Street Journal is not published on a Business Day in question, then the
exchange rate published in The New York Times on such Business Day shall be used or, if neither is published on such Business day, then the exchange rate quoted on such Business Day, or quoted on the
nearest Business Day preceding such Business Day, by Citibank, N.A. (or its successor) in New York City, New York, shall be used. For the purposes of this Section 12.16only, "Business Day" shall
mean a Business Day in New York City, New York.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

| |  | Sellers:             
| |  | ---------------------
| |  | EDISON MISSION ENERGY
| |  | By:                  
| |  |                      

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| |  | Sellers (continued):                       
| |  | -------------------------------------------
| |  | MISSION ENERGY HOLDINGS INTERNATIONAL, INC.
| |  | By:                                        
| |  |                                            

---



| |  | Sellers (continued):    
| |  | ------------------------
| |  | EME UK INTERNATIONAL LLC
| |  | By:                     
| |  |                         

---



| |  | Sellers (continued):           
| |  | -------------------------------
| |  | EME SOUTHWEST POWER CORPORATION
| |  | By:                            
| |  |                                

---



| |  | Sellers (continued):          
| |  | ------------------------------
| |  | EDISON MISSION PROJECT COMPANY
| |  | By:                           
| |  |                               

---



| |  | Sellers (continued):  
| |  | ----------------------
| |  | MEC INTERNATIONAL B.V.
| |  | By:                   
| |  |                       
| |  | By:                   
| |  |                       

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| |  | Sellers (continued):           
| |  | -------------------------------
| |  | EME GENERATION HOLDINGS LIMITED
| |  | By:                            
| |  |                                

---



| |  | Sellers (continued):               
| |  | -----------------------------------
| |  | MISSION ENERGY COMPANY (UK) LIMITED
| |  | By:                                
| |  |                                    

---



| |  | Sellers (continued): 
| |  | ---------------------
| |  | ECOELÉCTRICA S.A.R.L.
| |  | By:                  
| |  |                      

---



| |  | Sellers (continued):
| |  | --------------------
| |  | MISSION DEL SOL, LLC
| |  | By:                 
| |  |                     

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| |  | Sellers (continued):             
| |  | ---------------------------------
| |  | MISSION HYDRO LIMITED PARTNERSHIP
| |  | By:                              
| |  |                                  

---



| |  | Purchaser:             
| |  | -----------------------
| |  | IPM EAGLE LLP          
| |  | By:                    
| |  | By:                    
| |  | By:                    
| |  | By:                    
| |  |                        
| |  | Purchaser Parents:     
| |  | INTERNATIONAL POWER plc
| |  | By:                    
| |  | MITSUI & CO., LTD.     
| |  | By:                    

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Annex 1        International Power plc Board of Directors Form of Recommendation

"Financial
Advice

Your
Directors have received financial advice from [                        ] in relation to the [Contemplated Transactions]. In
providing its
advice, [                        ] has relied upon the Directors' commercial assessment of the [Contemplated Transactions].

Recommendation

The
Directors consider that the [Contemplated Transactions] are in the best interests of International Power plc and its shareholders as a whole. Accordingly your
Directors unanimously recommend that shareholders vote in favor of the resolution(s) to be proposed at the Extraordinary General Meeting, as they intend to do in respect of their own beneficial
holdings of Ordinary Shares."

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