Stock Purchase Agreement - Edison Mission Energy, EME del Caribe, Mirant Corp., MIrant EcoElectrica Investments I Ltd., Mirant EcoElectrica Finance Ltd. and Eco Electrica LP


                            Stock Purchase Agreement



                                  by and among



                             Edison Mission Energy,



                                 EME del Caribe,



                               Mirant Corporation



                     Mirant EcoElectrica Investments I, Ltd.

                                       and

                        Mirant EcoElectrica Finance, Ltd.



                               EcoElectrica, L.P.
                              Penuelas, Puerto Rico

                            Dated as of July 25, 2001





----- DENOTES  CONFIDENTIAL  INFORMATION THAT HAS BEEN OMITTED FROM THIS EXHIBIT
AND FILED SEPARATELY,  ACCOMPANIED BY A CONFIDENTIAL TREATMENT REQUEST, WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  PURSUANT TO RULE 24b-2 OF THE  SECURITIES
EXCHANGE ACT OF 1934.










Schedules

Schedule 1                 The Facility
Schedule 2                 Disclosure Schedule
Schedule 2.3               Ownership of Capital Stock and Partnership Interests
Schedule 2.5               Assets and Permits
Schedule 2.6               Financial Statements
Schedule 2.7               Third Party Consents
Schedule 2.8               Governmental and Third Party Consents
Schedule 2.9               Litigation
Schedule 2.10              Contracts
Schedule 2.13              Environmental Matters
Schedule 2.16              Distributions
Schedule 3.4               Governmental Consents
Schedule 4.3               Guaranteed Indebtedness
Schedule 5.7               Partnership Effect Determination Scale
Schedule 8.1               Persons with Knowledge









                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of July 25,
2001  by  and  among  Edison  Mission  Energy,  a  California  corporation  (the
"Stockholder"); EME del Caribe, an entity organized under the laws of the Cayman
Islands ("del Caribe");  Mirant Corporation,  a Delaware corporation ("Mirant");
Mirant  EcoElectrica  Investments  I, Ltd.,  a British  Virgin  Islands  limited
liability company ("Buyer 1") and wholly-owned,  indirect  subsidiary of Mirant;
and  Mirant  EcoElectrica  Finance,  Ltd.,  a  British  Virgin  Islands  limited
liability  company  ("Buyer 2," and,  together  with Buyer 1, the  "Buyers") and
wholly-owned,  indirect  subsidiary  of Mirant.  Capitalized  terms used in this
Agreement  not otherwise  defined have the meanings  ascribed to them in Section
8.1 hereof.

          A.   del Caribe  owns an  indirect  equity  interest  in a power plant
               located in Puerto  Rico,  as set forth on  Schedule 1  ----------
               hereto (the "Facility").

          B.   EME del Caribe  Holding  GmbH, a  wholly-owned  subsidiary of the
               Stockholder,  owns all of the  issued and  outstanding  shares of
               capital stock of del Caribe.

          C.   EME del Caribe Holding GmbH desires to sell to Buyer 1, and Buyer
               1 desires to purchase from the Stockholder, all of the del Caribe
               Shares on the terms and conditions set forth in this Agreement.

          D.   The  Stockholder  desires to sell to Buyer 2, and Buyer 2 desires
               to purchase from the  Stockholder,  the Project Note on the terms
               and conditions set forth in this Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual  representations,  warranties and  agreements  set forth herein,  and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1
                                SALE AND PURCHASE

         1.1 Agreement to Sell and Purchase. On and subject to the terms of this
Agreement,  at the Closing  (a) the  Stockholder  shall cause its  wholly-owned,
indirect subsidiary,  EME del Caribe Holding GmbH, to sell and transfer to Buyer
1, and Buyer 1 shall and Mirant  shall cause  Buyer 1 to  purchase  from EME del
Caribe  Holding GmbH, the del Caribe Shares and (b) the  Stockholder  shall sell
and  assign to Buyer 2, and  Buyer 2 shall and  Mirant  shall  cause  Buyer 2 to
purchase  and  assume  from the  Stockholder,  that  certain  KESI  Subordinated
Promissory  Note,  dated  December  15,  1997  (the  "Project  Note"),   by  the
Partnership in favor of the Stockholder, as an assignee thereof.

         1.2      Purchase Price and Note Price.
 
                  (a)  The  purchase  price  for  the  del  Caribe  Shares  (the
"Purchase  Price") is an aggregate of Three Hundred Twenty Million U.S.  dollars
($320,000,000),  plus  (i)  ----------,  less  (ii)  the  sum  of  (A)  all  the
outstanding indebtedness, together with all accrued and unpaid interest thereon,
under the Project Note, as at May 31, 2001, and (B) the aggregate  amount of the
Distributions.

                  (b) The purchase price for the Project Note (the "Note Price")
is an  amount  equal  to all the  outstanding  indebtedness,  together  with all
accrued and unpaid interest  thereon,  under the Project Note, as at the Closing
Date.

         1.3 Closing. Subject to Section 1.4, the Closing will take place at the
offices of Gibson,  Dunn & Crutcher LLP, 200 Park Avenue,  New York, New York on
such date that is three (3)  business  days  after the  conditions  set forth in
Sections  6.1,  6.2(a) and 6.3(a) have either been  satisfied or, in the case of
conditions not satisfied, waived in writing by the party entitled to the benefit
of such conditions (the "Closing Date").

         1.4  Payment  and  Delivery.  At the  Closing,  provided  that  all the
conditions  set forth in Article 6 have either been satisfied or, in the case of
conditions not satisfied, waived in writing by the party entitled to the benefit
of such conditions:

                  (a) the  Stockholder  shall (i) cause EME del  Caribe  Holding
GmbH to transfer  and deliver to Buyer 1 or its  designees  stock  certificates,
duly  endorsed  in  blank  (or  accompanied  by  duly  executed  stock  powers),
representing  the del Caribe  Shares;  and (ii) assign and deliver to Buyer 2 or
its designees the Project Note;

                  (b) Buyer 1 shall,  and Mirant shall cause Buyer 1 to, pay, in
immediately  available  funds  and in  accordance  with the  Stockholder's  duly
authorized  wire  transfer  or other  payment  instructions,  to EME del  Caribe
Holding GmbH the Purchase Price; and

                  (c) Buyer 2 shall,  and Mirant shall cause Buyer 2 to, pay, in
immediately  available  funds  and in  accordance  with the  Stockholder's  duly
authorized wire transfer or other payment  instructions,  to the Stockholder the
Note Price.

                                    ARTICLE 2
        REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER AND DEL CARIBE

         Each  representation  and  warranty  contained  in  this  Article  2 is
qualified by the disclosures made in the Disclosure Schedules attached hereto as
part of Schedule 2. This Article 2 and the  Disclosure  Schedules  shall be read
together  as an  integrated  provision.  Except as set  forth on the  Disclosure
Schedules,  the Stockholder and del Caribe hereby make the  representations  and
warranties to Mirant and Buyers as set forth below.

         2.1  Organization  and Good Standing.  The Stockholder is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of California.  del Caribe is an entity duly organized,  validly  existing
and in good standing under the laws of the Cayman  Islands,  with full corporate
power and authority to carry on its business as such business is now  conducted,
and to own, lease or operate its assets and properties.  To the knowledge of the
Stockholder,  the Partnership is duly formed,  validly  existing and are in good
standing  under the laws of Bermuda.  del Caribe and,  to the  knowledge  of the
Stockholder,  the  Partnership  are duly  qualified  to do business  and in good
standing in every jurisdiction in which the character of the properties owned or
leased by them or the  nature of the  businesses  conducted  by them  makes such
qualification necessary,  except where failure to be so qualified would not have
a Material Adverse Effect. Complete and accurate copies of the charter documents
and bylaws of each of del Caribe and the organizational or partnership documents
of the Partnership,  with all amendments  thereto to the date hereof,  have been
furnished to Buyers or its representatives.

         2.2      Subsidiaries and Other Equity Interests.
 
                  (a)  The   Stockholder  and  del  Caribe.   The   Stockholder,
indirectly  through EME del Caribe Holding GmbH, owns all of the outstanding del
Caribe  Shares.  del Caribe owns one hundred (100) Class B ordinary  shares (the
"Eco Holdings Shares") of EcoElectrica Holdings, Ltd., an entity organized under
the laws of the Cayman Islands ("Eco Holdings").

                  (b)  Eco  Holdings. Eco Holdings  owns all of the  outstanding
capital  stock (the "Eco  Limited  Shares")  of  EcoElectrica  Ltd.,  an  entity
organized under the laws of the Cayman Islands, and a ninety-nine  percent (99%)
limited  partnership interest in the Partnership.   EcoElectrica Ltd. owns a one
percent (1%) general partnership interest in the Partnership.

         2.3      Ownership of Capital Stock and Partnership Interests.

                  (a) The  authorized  capital  stock of del Caribe  consists of
fifty thousand  (50,000)  ordinary  shares,  nominal value US$1.00 per share, of
which one  hundred  (100)  shares are issued and  outstanding  (the "del  Caribe
Shares").

                  (b) EME del Caribe  Holding GmbH owns,  and has good and valid
title to, and sole record and  beneficial  ownership of, all of the  outstanding
del Caribe  Shares.  The del Caribe  Shares are validly  issued,  fully paid and
nonassessable  and are free and clear of any claims,  liens,  pledges,  options,
security  interests,  trusts  encumbrances  or other  rights or interests of any
person or entity.

                  (c) del  Caribe has good and valid  title to, and sole  record
and beneficial  ownership of, the Eco Holdings  Shares.  The Eco Holdings Shares
are owned  free and  clear of any  claims,  liens,  pledges,  options,  security
interests,  trusts,  encumbrances  or other rights or interests of any person or
entity.

                  (d) Eco  Holdings has good and valid title to, and sole record
and  beneficial  ownership  of, the Eco Limited  Shares and,  through its wholly
owned subsidiary, the Partnership Interests. Except as set forth on Schedule 2.3
to the  Disclosure  Schedules,  the  Eco  Limited  Shares  and  the  Partnership
Interests  are owned  free and clear of any  claims,  liens,  pledges,  options,
security  interests,  trusts  encumbrances  or other  rights or interests of any
person or entity.

                  (e)  Except as set  forth on  Schedule  2.7 to the  Disclosure
Schedules,  neither the Stockholder nor del Caribe has granted, issued or agreed
to grant or issue any other equity  interests  in del Caribe or the  Partnership
and there are no outstanding options, warrants,  subscription rights, securities
that are convertible into or exchangeable  for, or any other  commitments of any
character  relating to, any equity  interests of del Caribe or, to the knowledge
of the Stockholder, the Partnership. Except for the Eco Holdings Shares (and the
equity interests owned directly or indirectly by Eco Holdings),  del Caribe does
not directly or indirectly  own,  either of record or  beneficially,  any equity
interest in any other entity.

         2.4 Authorization of Agreement. The Stockholder and del Caribe have all
requisite  corporate  power and  authority to enter into this  Agreement  and to
perform their  obligations  hereunder.  This Agreement and the other Transaction
Documents  have (except for  Transaction  Documents to be executed and delivered
solely by Buyer) been duly and  validly  approved  by the  respective  boards of
directors of the Stockholder and del Caribe and no other proceedings on the part
of the  Stockholder or del Caribe are necessary to approve this Agreement and to
authorize the performance by the Stockholder and del Caribe of their obligations
hereunder and thereunder.  This Agreement and the other Transaction Documents to
be delivered by the Stockholder and del Caribe: (a) have been (or upon execution
will have been) duly executed and delivered by the  Stockholder  and del Caribe,
and (b) constitute (or upon execution will constitute)  legal, valid and binding
obligations  of  the  Stockholder  and  del  Caribe,   enforceable  against  the
Stockholder and del Caribe in accordance with their respective terms,  except as
such enforceability may be limited by the Bankruptcy Exception.

         2.5 Assets and Permits.  del Caribe is a holding  company that conducts
no  material  business  except for the  ownership  of the  capital  stock of Eco
Holdings.  On the Closing  Date,  other than as set forth on Schedule 2.5 to the
Disclosure  Schedules,  (a) del Caribe will  neither be a party to, nor have any
material  obligations under, any material  contract,  other than this Agreement;
(b) none of the  property  of del Caribe will be subject to, or be bound by, any
material contract,  other than this Agreement;  and (c) del Caribe will not have
any material liabilities or obligations (whether accrued,  absolute,  contingent
or  otherwise)  or any  material  assets  other  than the  capital  stock of Eco
Holdings. Except as set forth on Schedule 2.7 to the Disclosure Schedules, there
are no outstanding  agreements,  options or commitments of any nature obligating
the  Stockholder  or del Caribe to  transfer  any of the assets of del Caribe or
rights or  interests  therein  to any  party.  del  Caribe  and the  Partnership
currently  own,  lease or  otherwise  have the right to use all of the  property
necessary for the conduct of their respective businesses as currently conducted,
except where the absence of such right would not have a Material Adverse Effect.
del Caribe and the  Partnership  have all Licenses  necessary for the conduct of
their respective businesses as currently conducted,  except where the failure to
obtain the same would not have a Material Adverse Effect.

         2.6      Financial Statements.

                  (a)  Attached  as  Schedule  2.6 hereto  are (i) an  unaudited
balance sheet of del Caribe as of December 31, 2000; (ii) audited balance sheets
of the  Partnership  as of  December  31,  1999 and 2000,  and  related  audited
consolidated statements of income and cash flows for the years then ended; (iii)
actual and pro forma unaudited  balance sheets of del Caribe as of May 31, 2001;
and (iv) an unaudited  consolidated  balance sheet of the  Partnership as of May
31, 2001, and related unaudited statements of income and cash flows for the five
month period then ended (such statements  specified in clauses (i) through (iv),
together  with  the  related  notes   thereto,   collectively,   the  "Financial
Statements").  The Financial  Statements  have been prepared in accordance  with
generally  accepted  accounting  principles  consistently  applied,  and  fairly
present in all material  respects the financial  condition of del Caribe and the
Partnership,  respectively,  as of the dates  thereof  and the  results of their
operations for the periods covered thereby except,  in the case of the Financial
Statements of del Caribe and the Financial  Statements of the Partnership at and
for the five months  ended May 31, 2001,  for the absence of notes,  certain pro
forma  adjustments  and  other  matters  noted  therein  and  subject  to normal
recurring year-end  adjustments.  Neither del Caribe nor the Partnership has any
liability or obligation  (whether  accrued,  absolute,  contingent or otherwise)
which,  individually or in the aggregate,  would have a Material Adverse Effect,
other than (w)  liabilities  reflected  (but only to the extent so reflected) or
reserved  against in the Financial  Statements,  (x)  liabilities or obligations
that have arisen since May 31, 2001 in the ordinary course of business,  none of
which,  individually or in the aggregate,  would have a Material Adverse Effect,
(y) liabilities or obligations  disclosed herein or in any schedule  hereto,  or
(z)  liabilities  or obligations  incurred in accordance  with the terms of this
Agreement or any Contract.

                  (b)  Since  May 31,  2001,  there  has  not  been  any  event,
circumstance,  condition,  development  or occurrence  causing,  resulting in or
having a Material Adverse Effect.

         2.7 No Conflict or  Violation.  Except as set forth on Schedule  2.7 to
the  Disclosure  Schedules,  the  execution,  delivery  and  performance  by the
Stockholder and del Caribe of this Agreement and the other Transaction Documents
to be delivered by the  Stockholder  and del Caribe and the  performance  by the
Stockholder and del Caribe of their obligations  hereunder and thereunder do not
and will  not:  (a)  violate  or  conflict  with any  provision  of the  charter
documents  or  bylaws  of the  Stockholder  or  del  Caribe  or the  partnership
agreement of the  Partnership;  (b) violate any provision or  requirement of any
federal, state or local law, statute, judgment, order, writ, injunction, decree,
award,  rule,  or  regulation  of  any  Governmental  Entity  applicable  to the
Stockholder,   del  Caribe  or,  to  the  knowledge  of  the  Stockholder,   the
Partnership,  except  for  violations  that  would not have a  Material  Adverse
Effect;  (c) violate in any material  respect,  result in a material  breach of,
constitute  (with due  notice or lapse of time or both) a  material  default  or
cause any material obligation, penalty, premium or right of termination to arise
or accrue under,  any Contract;  (d) result in the creation or imposition of any
material  lien,  charge or encumbrance  of any kind  whatsoever  upon any of the
properties  or assets of the  Stockholder,  del Caribe or, to  knowledge  of the
Stockholder, the Partnership,  except where the creation of any such liens would
not  have a  Material  Adverse  Effect;  or  (e)  result  in  the  cancellation,
modification,  revocation or suspension of any License, except where the loss of
such Licenses would not have a Material Adverse Effect.

         2.8 Governmental and Third Party Consents. Except for filings, permits,
authorizations,  consents  and  approvals  as may be required  under,  and other
applicable  requirements  of, the HSR Act,  no filing  with or notice to, and no
permit, authorization,  consent or approval of, any Governmental Entity or third
party is necessary  for the execution  and delivery by the  Stockholder  and del
Caribe of this  Agreement  and the other  Transaction  Documents  required to be
delivered  by  the  Stockholder  and  del  Caribe  or  the  consummation  of the
transactions  contemplated hereby or thereby,  except to the extent set forth on
Schedules 2.7 and 2.8 of the Disclosure Schedules or where the failure to obtain
such permits,  authorizations,  consents or approvals or to make such filings or
give such notices would not,  individually or in the aggregate,  have a Material
Adverse Effect.

         2.9 Litigation. Except with respect to Tax matters (which are addressed
in Section  2.12) and  environmental  matters  (which are  addressed  in Section
2.13),  Schedule 2.9 of the  Disclosure  Schedule  lists (a) each action,  suit,
claim or proceeding (including,  but not limited to, any arbitration proceeding)
pending  or,  to the  knowledge  of the  Stockholder,  threatened,  and (b) each
investigation  which,  to  the  knowledge  of the  Stockholder,  is  pending  or
threatened,  against  del Caribe or the  Partnership,  at law or in  equity,  or
before or by any  Governmental  Entity  which,  if  determined  adversely to del
Caribe or the Partnership, would have a Material Adverse Effect. For purposes of
the  preceding  sentence,  no  representation  is made with  respect  to (i) any
proceeding  before  any  Governmental  Entity  initiated  by del  Caribe  or the
Partnership  in which del  Caribe or the  Partnership  is an  applicant  for any
License,  to the extent the matters considered in such proceeding are limited to
the approval or authority  requested in such  application,  or (ii)  proceedings
initiated  by a third  party  in  which  del  Caribe  or the  Partnership  is an
intervener,   and  the  subject  matter  of  such  intervention  is  of  general
applicability  to  similarly-situated   parties.  Neither  del  Caribe  nor  the
Partnership is in default with respect to any order, writ,  injunction or decree
known to or served  upon such  entity of any  Governmental  Entity,  except  for
defaults which would not have a Material Adverse Effect.

         2.10 Contracts.  Schedule 2.10 of the Disclosure  Schedule lists all of
the  material  contracts  and  agreements  to which the  Partnership  is a party
relating to or affecting  the  operation  of the  Facility and which  require an
annual payment in excess of One Million Dollars  ($1,000,000) (the "Contracts").
To the knowledge of the Stockholder:  (a) each Contract is valid, binding and in
full force and effect,  and is enforceable by the Partnership in accordance with
its terms,  except as enforceability may be limited by the Bankruptcy  Exception
and except as would not have a Material Adverse Effect,  (b) the Partnership has
performed in all material  respects the obligations  required to be performed by
it to date under each  Contract,  except for such failure or failures to perform
which would not have a Material Adverse Effect,  and (c) the Partnership has not
received any notice of default under any Contract to which it is a party, except
as would not have a Material Adverse Effect.

         2.11 Compliance with Applicable Law. Except with respect to Tax matters
(which  are  addressed  in  Section  2.12) and  Environmental  Laws  (which  are
addressed in Section  2.13),  the operations of del Caribe and, to the knowledge
of the  Stockholder,  the  Partnership  are,  and have  been,  conducted  in all
material  respects in accordance with all applicable laws,  regulations,  orders
and other requirements of all Governmental Entities having jurisdiction over del
Caribe and the Partnership or their respective assets, properties or operations,
except in any case where the failure to so conduct  their  operations  would not
have a Material  Adverse  Effect.  Except with respect to Tax matters (which are
addressed  in Section  2.12) and  Environmental  Laws  (which are  addressed  in
Section  2.13),  del  Caribe  and,  to the  knowledge  of the  Stockholder,  the
Partnership  have not received any notice of any material  violation of any such
law,  regulation,  order or other  legal  requirement,  and are not in  material
default with respect to any order, writ, judgment,  award,  injunction or decree
of any Governmental Entity,  applicable to del Caribe, the Partnership or any of
their respective assets, properties or operations.

         2.12     Tax Matters.

                  (a) Each of del Caribe,  Eco Holdings,  EcoElectrica  Ltd. and
the Partnership (each, a "Taxpayer") has filed on a timely basis all Tax returns
required to be filed by a Taxpayer on or prior to the date hereof,  except where
such instance of noncompliance  would not have a Material Adverse Effect.  As of
the time of filing,  the foregoing Tax returns of del Caribe and the Partnership
were true and complete in all material respects.

                  (b) With respect to all amounts in respect of Taxes imposed on
each  Taxpayer in any Taxable  period or portion of a period ending on or before
the  Closing  Date  (other  than Taxes with  respect to  activities,  events and
elections  of Buyers or any  Taxpayer on or after the  Closing),  all such Taxes
required to be paid to Taxing authorities reflected on such returns on or before
the date  hereof  have  been  paid,  except  such  Taxes,  if any,  as are being
contested in good faith,  Taxes which are not yet due and payable or are assumed
by Buyers under this Agreement.  Each Taxpayer has complied with all Tax laws in
all material respects.

                  (c) No  adjustments  to the Tax liability of any Taxpayer have
been proposed in writing (and are currently  pending) by any taxing authority in
connection  with any tax return of any  Taxpayer,  except for  adjustments  that
would  not  have  a  Material  Adverse  Effect.  All  deficiencies  asserted  or
assessments made as a result of any examinations of any Taxpayer have been fully
paid, or are fully  reflected as a liability in the financial  statements of the
applicable Taxpayer, or are being contested in good faith.

                  (d) There are no liens for Taxes (other than for Taxes not yet
due and  payable)  on any of the  assets of any Taxpayer.

                  (e) del Caribe is treated as a disregarded entity for U.S. Tax
purposes.

         2.13     Environmental Matters.  Subject to Schedule 2.13:

                  (a)  Each  of  del  Caribe  and,  to  the   knowledge  of  the
Stockholder,   the  Partnership   comply  in  all  material  respects  with  all
Environmental  Laws and has obtained and maintained in effect all  Environmental
Permits and are in material compliance with all such Environmental Permits.

                  (b)  Neither  del  Caribe  nor,  to  the   knowledge   of  the
Stockholder,  the Partnership  has performed,  failed to perform or suffered any
act which will give rise to, or has otherwise  incurred,  material  liability to
any person (governmental or not) under the Comprehensive Environmental Response,
Compensation  and  Liability  Act,  42  U.S.C.  ss.  9601 et seq.,  or any other
Environmental  Laws,  nor has it received  notice of any such  liability  or any
claim therefor.

                  (c)  There  are  no  pending  or,  to  the  knowledge  of  the
Stockholder, threatened administrative,  judicial or regulatory proceedings, or,
to the knowledge of the Stockholder,  any threatened  actions or claims,  or any
consent  decrees or other  agreements  in effect  that  relate to  environmental
conditions  in, on, under,  about or related to del Caribe,  the  Partnership or
their respective operations or the real properties leased or owned by them.

         2.14  Insurance.  Each  of del  Caribe  and,  to the  knowledge  of the
Stockholder,  the  Partnership  holds  (either  directly or  indirectly  through
affiliated  entities)  valid  policies  of  insurance  of such types and in such
amounts as is customary for companies similarly situated.

         2.15  Brokers.  Except for Credit Suisse First Boston  Corporation,  no
broker, finder, investment banker, or other person is entitled to any brokerage,
finder's  or  other  fee or  commission  in  connection  with  the  transactions
contemplated by this Agreement,  based on contractual arrangements made by or on
behalf of the Stockholder or del Caribe.

         2.16 Distributions. Neither the Stockholder nor del Caribe has received
a cash distribution  from the Partnership under the Partnership  Agreement after
January 1, 2001 other than the  distributions,  if any,  listed on Schedule 2.16
(the "Distributions").  "Distributions"  excludes, among other matters, payments
or obligations to the Stockholder or any of its Affiliates arising independently
under any other agreement.

                                    ARTICLE 3
               REPRESENTATIONS AND WARRANTIES OF MIRANT AND BUYERS

         Mirant and Buyers hereby make the representations and warranties to the
Stockholder and del Caribe as set forth below.

         3.1 Organization and Corporate  Authority.  Mirant is a corporation and
Buyers are limited liability  companies,  in each case, duly organized,  validly
existing and in good standing under the laws of their  respective  jurisdictions
of  organization  and have all requisite  corporate power and authority to enter
into  this  Agreement  and  the  Transaction  Documents  and  to  perform  their
respective  obligations  hereunder and thereunder.  This Agreement and the other
Transaction  Documents  to be executed and  delivered by Mirant and Buyers:  (a)
have been (or upon  execution  will have been) duly  executed  and  delivered by
Mirant and Buyers; (b) have been effectively authorized by all necessary action,
corporate or otherwise and no other  proceedings on the part of Mirant or Buyers
are  necessary to authorize  the  performance  of their  respective  obligations
hereunder and thereunder; and (c) constitute (or upon execution will constitute)
legal, valid and binding  obligations of Mirant and Buyers,  enforceable against
Mirant and Buyers in  accordance  with their  respective  terms,  except as such
enforceability may be limited by the Bankruptcy Exception.

         3.2 No Conflict or Violation.  The execution,  delivery and performance
by Mirant and Buyers of this Agreement and the other Transaction Documents to be
executed and  delivered by Mirant and Buyers and the  performance  by Mirant and
Buyers of their respective obligations hereunder and thereunder, do not and will
not:  (a) violate or conflict  with any  provision  of the charter  documents or
bylaws of Mirant or Buyers;  or (b) violate any provision or  requirement of any
federal, state or local law, statute, judgment, order, writ, injunction, decree,
award,  rule, or regulation of any Governmental  Entity  applicable to Mirant or
Buyers.

         3.3  Litigation.  There are no  material  claims,  actions,  suits,  or
proceedings  (including,  but not limited to, any arbitration proceeding) of any
nature,  at law or in equity,  pending or, to the knowledge of Mirant or Buyers,
threatened by or against Mirant,  Buyers,  the directors,  officers,  employees,
agents of Mirant or Buyers,  or any of their  respective  Affiliates  involving,
affecting or relating to the transactions  contemplated by this Agreement or the
performance  of the  respective  obligations  of Mirant  and  Buyers  hereunder.
Neither Mirant nor either Buyer is subject to any order, writ, judgment,  award,
injunction or decree of any Governmental Entity involving, affecting or relating
to the  transactions  contemplated  by this Agreement or the  performance of the
respective obligations of Mirant and Buyers hereunder.

         3.4 Governmental  Consents.  Except as set forth on Schedule 3.4 hereof
and except for filings, permits,  authorizations,  consents and approvals as may
be required under, and other applicable  requirements of, the HSR Act, no filing
with or notice to, and no permit,  authorization,  consent or  approval  of, any
Governmental  Entity is necessary  for the  execution  and delivery by Mirant or
Buyers of this  Agreement  and the other  Transaction  Documents  required to be
delivered by Mirant or Buyers or the  performance of the respective  obligations
of Mirant and Buyers hereunder and thereunder.

         3.5 Availability of Funds. On the Closing Date,  Mirant and Buyers will
have sufficient  funds available to enable Buyers to consummate the transactions
contemplated  hereby and to permit  Mirant and Buyers to timely  perform  all of
their respective obligations under this Agreement.

         3.6 Qualified Buyers.  Mirant  and  Buyers  are qualified to obtain any
permits, licenses or authorizations  necessary for Buyers to own del Caribe, the
Partnership and the Project Note and to operate the Facility as contemplated  by
this Agreement.

         3.7      Securities Matters.

                  (a) The del Caribe  Shares and the Project Note to be received
by and  assigned to Buyer 2 will be acquired  for  investment  for Buyer 2's own
account,  not with a view to the  distribution of any part thereof,  and Buyer 2
has no present intention of selling, granting any participation in, or otherwise
distributing  the same.  Neither  Mirant  nor  either  Buyer  has any  contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
del Caribe Shares or the Project Note.

                  (b) Mirant and Buyers  understand  that the del Caribe  Shares
and the Project Note are characterized as "restricted securities" under the U.S.
federal  securities  laws inasmuch as such  securities  are being  acquired in a
transaction  not  involving  a public  offering  and that  under  such  laws and
applicable  regulations  such  securities may not be resold in the absence of an
effective  registration statement covering the del Caribe Shares and the Project
Note, as applicable, or an exemption from registration under the Securities Act.

         3.8 Brokers. No broker,  finder,  investment banker, or other person is
entitled to any  brokerage,  finder's or other fee or  commission  in connection
with the transactions  contemplated by this Agreement,  based upon  arrangements
made by or on behalf of Mirant or Buyers.

         3.9  Non-Utility  Status.  Neither Mirant nor either Buyer is primarily
engaged in the  generation  or sale of electric  power under  Section 201 of the
Public Utility Regulatory Policies Act of 1978 (as incorporated in Section 3(17)
and 3(18) of the Federal Power Act), FERC's implementing regulations, and FERC's
precedent thereunder.

                                    ARTICLE 4
                               CERTAIN AGREEMENTS

         4.1      Access and Confidentiality.

                  (a) Upon the reasonable request of Buyers, the Stockholder and
del Caribe  shall use  commercially  reasonable  efforts to afford to Buyers and
Buyers'  accountants,  counsel and  representatives  full access,  during normal
business  hours  throughout  the period  prior to the  Closing  (or the  earlier
termination of this  Agreement),  to all of the properties,  books,  records and
contracts of del Caribe and the Partnership (including,  without limitation, the
Partnership's  accounting records,  the workpapers of Partnership's  independent
accountants,  and all  environmental  studies,  reports and other  environmental
records of the  Partnership),  to the extent such  disclosure  does not conflict
with  any  confidentiality  obligations  of the  Stockholder,  del  Caribe,  Eco
Holdings or the Partnership.

                  (b) Neither Mirant,  either Buyer nor any of their  respective
directors,  officers,  employees,  agents or  representatives  may,  directly or
indirectly, disclose to any person or entity or use any Confidential Information
for  any  purpose  other  than  to  evaluate  and  consummate  the  transactions
contemplated by this Agreement and the other Transaction Documents. If Mirant or
either  Buyer  is  requested  or  required  (by oral  question  or  request  for
information or documents in any legal proceeding, interrogatory, subpoena, civil
investigative,   demand,  or  similar  process)  to  disclose  any  Confidential
Information, Mirant and Buyers shall promptly notify the Stockholder, del Caribe
and the  Partnership  so that the  appropriate  parties may seek an  appropriate
protective order or waive compliance with the provisions of this Section 4.1(b).
If, in the absence of a protective  order or the receipt of a waiver  hereunder,
Mirant or either  Buyer is, on the advice of counsel,  compelled to disclose any
Confidential Information to any tribunal, Mirant or either Buyer, as applicable,
may disclose the Confidential  Information to the tribunal;  provided,  however,
that Mirant and Buyers shall use all commercially  reasonable  efforts to obtain
an order or other assurance that confidential treatment will be accorded to such
portion of the Confidential Information required to be disclosed.

         4.2 Certain Changes and Conduct of Business. From and after the date of
this  Agreement  and until  the  Closing  (or the  earlier  termination  of this
Agreement),  del Caribe shall,  and the Stockholder  shall cause del Caribe,  to
conduct  its  business  solely  in the  ordinary  course  consistent  with  past
practices.  Without limiting the generality of the preceding sentence, except as
required or permitted  pursuant to the terms  hereof,  del Caribe shall not, and
the Stockholder  shall not permit del Caribe to do, any of the following without
obtaining  the  consent  of Buyer 1,  which  consent  shall not be  unreasonably
withheld:

                  (a) make any change in the charter documents or bylaws  of del
Caribe;

                  (b) issue any  additional  shares of  capital  stock or equity
securities or grant any option, warrant or right to acquire any capital stock or
equity securities or issue any security convertible into or exchangeable for the
capital stock of del Caribe, alter any term of any of the outstanding securities
of del Caribe, or make any change in the outstanding  shares of capital stock or
other  ownership  interests  or in the  capitalization,  whether  by reason of a
reclassification,  recapitalization,  stock  split or  combination,  exchange or
readjustment of shares, stock dividend or otherwise;

                  (c) (i) issue any notes, bonds,  debentures or other corporate
securities  or  grant  any  option,  warrant  or right  to  purchase  any of the
foregoing,  (ii)  issue any  securities  convertible  or  exchangeable  for debt
securities of del Caribe,  or (iii) issue any options or other rights to acquire
directly  or  indirectly  any debt  securities  of del  Caribe  or any  security
convertible into or exchangeable for such debt securities; or

                  (d) commit itself to do any of the foregoing.

         4.3 Stockholder  Guarantees.  The Stockholder and/or its Affiliates are
guarantors  with respect to certain  indebtedness  or otherwise  provide certain
forms of credit support, in each case as listed on Schedule 4.3 (the "Guaranteed
Indebtedness").  Prior  to the  Closing,  Mirant  or  Buyer  1 shall  cause  the
Stockholder and its Affiliates to be replaced and released as guarantor or other
applicable status with respect to all of the Guaranteed Indebtedness.

         4.4      [Intentionally omitted.]

         4.5      [Intentionally omitted.]

         4.6      Regulatory Approvals.

                  (a) Antitrust  Notification.  Mirant,  Buyers, the Stockholder
and del Caribe  shall,  as  promptly as  practicable  but in no event later than
twenty (20) days  following the execution and delivery of this  Agreement,  each
file with the FTC and the DOJ the  Notification  and  Report  Form under the HSR
Act, if any,  required in connection with the transactions  contemplated  hereby
and as  promptly  as  practicable  supply any  additional  information,  if any,
requested in connection  herewith pursuant to the HSR Act. Any such Notification
and Report Form and additional information,  if any, submitted to the FTC or the
DOJ shall be in substantial  compliance  with the  requirements  of the HSR Act.
Each of Mirant,  Buyers,  the  Stockholder  and del Caribe shall  furnish to the
others such  information and assistance as the others may reasonably  request in
connection with their preparation of any filing or submission which is necessary
under the HSR Act. Each of Mirant,  Buyers, the Stockholder and del Caribe shall
keep the others  apprised in a prompt  manner of the status and substance of any
communications with, and inquiries or requests for additional  information from,
the FTC and the DOJ and shall comply  promptly with any such inquiry or request.
Each of Mirant,  Buyers,  the Stockholder and del Caribe shall use  commercially
reasonable  efforts to obtain the  termination  or expiration of any  applicable
waiting  period  required  under  the  HSR  Act  for  the  consummation  of  the
transactions  contemplated  hereby.  Mirant and Buyers shall pay all filing fees
payable  under  the HSR Act in  connection  with the  transactions  contemplated
hereby, and each of Mirant, Buyers, the Stockholder and del Caribe shall pay its
own respective  costs  incurred in preparation of all reports and  notifications
required under the HSR Act.

                  (b)  Regulatory   Approval  Process.   Mirant,   Buyers,   the
Stockholder  and del Caribe shall,  as promptly as  practicable  but in no event
later than  thirty  (30) days  following  the  execution  and  delivery  of this
Agreement,  submit to the  appropriate  agencies  or third  parties  all consent
requests,  declarations,  filings and registrations listed on Schedules 2.7, 2.8
and 3.4.  With  respect to any filings  that may be required to be  submitted to
FERC,  Mirant,  Buyers,  the Stockholder and del Caribe shall cooperate to share
and develop  information  necessary  for such filings and drafts of such filings
within fifteen (15) days following execution and delivery of this Agreement, and
shall give each other  reasonable  opportunity  to comment on and to revise such
draft filings before such filings are submitted to FERC.

         4.7  Efforts.  Upon the terms and  subject  to the  conditions  of this
Agreement,  each of the parties hereto shall use all its commercially reasonable
efforts to take,  or cause to be taken,  all actions,  and to do, or cause to be
done, all things necessary,  proper or advisable  consistent with applicable law
to cause the  fulfillment  of the  conditions to Closing set forth herein and to
consummate and make effective in the most  expeditious  manner  practicable  the
transactions contemplated hereby.

         4.8 Notice of Changes.  Prior to the Closing, each party shall promptly
advise the other in writing with respect to any matter  arising after  execution
of this Agreement of which that party obtains  knowledge and which,  if existing
or occurring at the date of this  Agreement,  would have been required to be set
forth in this Agreement,  including any of the schedules hereto. If, as a result
of such  development,  Mirant or either  Buyer has the right to  terminate  this
Agreement  pursuant  to Section  7.1 and Mirant and both Buyers fail to exercise
that right within the period of ten (10) days after such right accrues, then the
written notice  delivered to Mirant or either Buyer pursuant to this Section 4.8
will be  deemed  to have  amended  this  Agreement,  including  any  appropriate
schedule hereto, to have qualified the representations and warranties  contained
in  Article  2 above,  and to have  cured  any  misrepresentation  or  breach of
warranty  that  otherwise  might  have  existed   hereunder  by  reason  of  the
development.

         4.9      Certain Tax Matters.

                  (a) Tax Returns. The income of the Partnership attributable to
the Partnership Interests shall be apportioned to the period up to and including
the Closing  Date (the  "Pre-Closing  Short  Year") to del Caribe and the period
after the Closing Date (the  "Post-Closing  Short Year") by closing the books of
the Partnership as of the end of the Closing Date to Buyers.  In the case of any
Taxes that are imposed on a periodic  basis and are payable for a Taxable period
that includes  (but does not end on) the Closing  Date,  the portion of such Tax
which  relates to the portion of such Taxable  period ending on the Closing Date
shall (i) in the case of Taxes  that are not  based on income or gross  receipts
(e.g.,  property taxes),  be deemed to be the total amount of such Taxes for the
period in question  multiplied  by a  fraction,  the  numerator  of which is the
number of days in the entire  Taxable period ending on the Closing Date, and the
denominator of which is the total number of days in the entire Taxable period in
question,  and (ii) in the  case of Taxes  that  are  based on  income  or gross
receipts,  be deemed to be the Taxes that would be due if the  relevant  Taxable
period ended on the Closing Date.

                  (b) Authority. After the Closing, Mirant and Buyers shall, and
shall cause del Caribe and its  Affiliates  to provide the  Stockholder  and its
Affiliates  with  such  powers  of  authority  or  other  authorizations  as are
reasonably  necessary  to empower them to execute and file Tax returns for which
they are  responsible,  file refund and similar  claims for Taxes for which they
are  responsible  or entitled,  and  contest,  settle and resolve any audits and
disputes over which they have control under this Agreement  (including,  without
limitation, any refund claims which evolve into audits or disputes).

                  (c) Cooperation.  After the Closing, Mirant and Buyers, on the
one hand, and the  Stockholder,  on the other hand, shall provide prompt written
notice to the other of any  pending  or  threatened  Tax  audit,  assessment  or
proceeding of which it becomes  aware  related to del Caribe or the  Partnership
for whole or partial periods for which the other is responsible hereunder.  Such
notice  shall  contain  known  factual  information   describing  any  potential
liability in  reasonable  detail and be  accompanied  by copies of any notice or
other  document  received  from or sent to any Tax  authority in respect of such
matters.  After  the  Closing,  Mirant  and  Buyers,  on the one  hand,  and the
Stockholder,  on the  other  hand,  shall  cooperate  fully,  and to the  extent
reasonably  requested by the other party,  in connection  with the filing of all
Tax  Returns  pursuant to this  Agreement  and any audit,  litigation,  or other
proceeding  related to such Tax  Returns.  Such  cooperation  shall  include the
retention  and  provision  of records and  information  relevant to any such tax
filing,  audit,  litigation or other matter and making employees  available on a
reasonable basis.

                  (d)  Audits.  The  Stockholder  shall  control  all audits and
contests  relating to any Taxes for del Caribe and the  Partnership  for all Tax
periods ending on or prior to the Closing Date.  Buyers shall control all audits
and  contests  relating  to Taxes of del Caribe and the  Partnership  that arise
following the Closing Date,  including Taxes related to the  Post-Closing  Short
Year.

                  (e) Coordination. Mirant and Buyers shall not, and shall cause
their respective Affiliates, del Caribe, Eco Holdings, EcoElectrica Ltd. and the
Partnership to not, take any action inconsistent with, contest any position with
respect to, attempt to recharacterize  and/or voluntarily make any disclosure of
any kind to any third party,  including,  without  limitation,  any Governmental
Entity,  with respect to any action,  election,  position,  transaction,  and/or
characterization  made or taken by the  Stockholder,  del Caribe,  Eco Holdings,
EcoElectrica  Ltd.  or the  Partnership  in  respect  of (i)  any  restructuring
activity   required,   permitted  or  associated  with  the  completion  of  the
transactions  contemplated  by this  Agreement  or (ii) in respect of any Tax or
Taxes related to whole or partial Taxable periods or activities on or before the
Closing  Date.  The  provisions  of this  Section  4.9(e) will not  prohibit any
disclosure required by law, provided that no such disclosure may be made without
first promptly  notifying the  Stockholder  and  authorizing  the Stockholder to
review and challenge the same.

                  (f)  Transfer  Taxes.  All  stamp,   documentary,   recording,
transfer and sales and use taxes incurred in connection  with this Agreement and
the transactions  contemplated hereby shall be borne by Buyers.  Buyers at their
own expense shall file, to the extent  required by applicable law, all necessary
Tax Returns and other  documentation  with respect to all such transfer or sales
and use taxes.

                                    ARTICLE 5
                                 INDEMNIFICATION

         5.1      Indemnification by Stockholder.

                  (a)  General.  For a  period  of one (1)  year  following  the
Closing  Date  and  subject  to the  limits  set  forth in this  Article  5, the
Stockholder and its successors and assigns shall  indemnify,  defend,  reimburse
and hold  harmless the Buyer  Indemnitees,  from and against any and all claims,
losses, damages, liabilities,  obligations, assessments, penalties and interest,
demands, actions and expenses (including,  without limitation,  settlement costs
and any legal,  accounting and other expenses for investigating or defending any
actions) ("Losses") reasonably incurred by any Buyer Indemnitee,  arising out of
(i) the breach of any  representation or warranty made by the Stockholder or del
Caribe  in  Article 2 of this  Agreement;  or (ii) the  breach of any  covenant,
agreement  or  obligation  of the  Stockholder  or del Caribe  contained in this
Agreement or any other Transaction  Document.  Notwithstanding the one-year time
limitation set forth above, the Stockholder's  indemnification obligations under
this Section 5.1 arising from the breach of any  representation or warranty made
by the  Stockholder in (x) Section 2.12 of this  Agreement  shall continue until
such time as the applicable  statute of limitations  has expired on the right of
the  applicable  Governmental  Entity to legally  impose the Tax liability  upon
which the Buyer Indemnitee's claimed Loss is based; and (y) Section 2.13 of this
Agreement  shall  continue for a period of two (2) years after the Closing Date.
Furthermore, notwithstanding the foregoing or anything else in this Agreement to
the contrary, in the event that any Buyer Indemnitee reasonably incurs Losses in
connection with the breach of any  representation or warranty of the Stockholder
regarding Eco Holdings, EcoElectrica Ltd. and the Partnership, the Stockholder's
obligations  under this Section 5.1 shall apply to only fifty  percent  (50%) of
such Losses.

         5.2  Indemnification by Mirant and Buyers. For a period of one (1) year
following  the Closing  Date and subject to the limits set forth in this Article
5, Mirant,  Buyers and their respective  successors and assigns shall indemnify,
defend, reimburse and hold harmless the Stockholder Indemnitees from and against
any and all Losses reasonably incurred by any Stockholder Indemnitee arising out
of (i) the breach of any  representation  or  warranty  made by Mirant or either
Buyer in Article 3 of this Agreement; (ii) the breach of any covenant, agreement
or obligation of Mirant or either Buyer contained in this Agreement or any other
Transaction  Document;  or (iii) the  ownership or operation of del Caribe,  Eco
Holdings, EcoElectrica Ltd. or the Partnership after the Closing.

         5.3      Indemnification Procedure.

                  (a)   Whenever   any  claim  (a   "Claim")   shall  arise  for
indemnification  under this Article 5, the Indemnitee shall promptly (but in any
event within ten (10) days of the  Indemnitee  becoming aware of the Claim) give
written notice to the Indemnitor  with respect to the Claim,  which notice shall
include reliable  information of the facts constituting the basis for the Claim.
Notwithstanding the foregoing,  the failure to timely give such notice shall not
relieve the Indemnitor from any obligation  under this Agreement,  except to the
extent,  if any, that the Indemnitor is materially  prejudiced  thereby.  In the
event of any  Claim  resulting  from or in  connection  with any  claim or legal
proceedings  by a third  party  (a  "Third  Party  Claim"),  the  notice  to the
Indemnitor  shall specify,  if known, the amount or an estimate of the amount of
liability arising  therefrom.  The Indemnitee shall not settle or compromise any
claim by any third party for which it is entitled to indemnification  hereunder,
without the prior written consent of the Indemnitor  unless suit shall have been
instituted  against it and the  Indemnitor  shall not have taken control of such
suit after notification thereof as provided in Section 5.3(c) hereof.

                  (b) Upon receipt of written  notice from the  Indemnitee  of a
Third Party Claim, the Indemnitor shall provide counsel (such counsel subject to
the reasonable  approval of the Indemnitee) to defend the Indemnitee against the
matter from which the Third Party Claim arose,  at the  Indemnitor's  sole cost,
risk and expense. The Indemnitee shall cooperate in all reasonable respects,  at
the  Indemnitor's  sole  cost,  risk and  expense,  with the  Indemnitor  in the
investigation,  trial, defense and any appeal arising from the matter from which
the Third Party Claim arose.  The Indemnitee shall be entitled to participate in
(but not  control)  the  defense  of any such  action,  with  counsel at its own
expense.  The  Indemnitor  shall have the right to elect to settle any claim for
monetary  damages  without  the  Indemnitee's  consent  only  if the  settlement
includes  a complete  release  of the  Indemnitee.  If the  settlement  does not
include  such a release,  it will be subject to the  consent of the  Indemnitee,
which will not be unreasonably  withheld;  provided,  however, if the Indemnitee
fails to give such consent within twenty (20) days of being  requested to do so,
the  Indemnitee  shall,  at its expense,  assume the defense of such Third Party
Claim and regardless of the outcome of such matter,  the Indemnitor's  liability
hereunder  shall be  limited  to the  amount  of the  proposed  settlement.  The
Indemnitor  may not admit any  liability of the  Indemnitee  or waive any of the
Indemnitee's  rights without the Indemnitee's prior written consent,  which will
not be unreasonably withheld. If the subject of any Third Party Claim results in
a judgment or  settlement,  the  Indemnitor  shall promptly pay such judgment or
settlement.

                  (c) If the  Indemnitor  (i) fails to assume the defense of the
subject of any Third Party Claim in accordance with the terms of Section 5.3(b),
(ii)  fails  diligently  to  prosecute  such  defense,  or  (iii)  has,  in  the
Indemnitee's  reasonable  good faith  judgment,  a  conflict  of  interest,  the
Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole
cost, risk and expense, in such manner and on such terms as the Indemnitee deems
appropriate,  including, without limitation,  settling the subject of the Claim;
provided,  however,  that any  compromise or settlement  shall be subject to the
Indemnitor's  consent,  which consent will not be unreasonably  withheld. If the
Indemnitee  defends  the  subject  of a Claim in  accordance  with this  Section
5.3(c),  the Indemnitor shall cooperate with the Indemnitee and its counsel,  at
the Indemnitor's sole cost, risk and expense,  in all reasonable  respects,  and
shall deliver to the Indemnitee or its counsel copies of all pleadings and other
information within the Indemnitor's knowledge or possession reasonably requested
by the Indemnitee or its counsel that are relevant to the defense of the subject
of any such Claim and that will not prejudice the Indemnitor's position,  claims
or defenses.  The Indemnitee shall maintain  confidentiality with respect to all
such information consistent with the conduct of a defense hereunder.

         5.4  Payment.  All  payments  owing  under this  Article 5 will be made
promptly as  indemnifiable  Losses are incurred.  If the Indemnitee  defends the
subject  matter of any Claim in  accordance  with Section  5.3(c),  the expenses
(including  reasonable  attorneys'  fees and costs)  incurred by the  Indemnitee
shall be paid by the  Indemnitor  in  advance of the final  disposition  of such
matter as incurred by the Indemnitee; provided that the Indemnitee undertakes in
writing to repay any such advances in the event that it is ultimately determined
that the Indemnitee is not entitled to  indemnification  under the terms of this
Agreement or applicable law.

         5.5      Limitations.

                  (a)  Notwithstanding  any  provision of this  Agreement to the
contrary,  the  Stockholder  shall have no  obligation  to  indemnify  any Buyer
Indemnitee  under this  Article 5 or to pay  damages in respect of  contract  or
other claims  arising  under this  Agreement or any other  Transaction  Document
unless the Buyer Indemnitees have suffered  indemnifiable Losses hereunder in an
aggregate  amount  attributable  to all  Claims  and  obligors  in excess of One
Million Five Hundred Thousand Dollars ($1,500,000) (the "Threshold"); ----------
Once the aggregate amount of Losses exceeds the Threshold, the Buyer Indemnitees
shall be  entitled  to  recover  the full  amount of all Losses in excess of the
Threshold.

                  (b)  In no event will the  ----------,  exceed the  lesser  of
(i) --------- the PREPA  Resolution  Amount and (ii) ----------. Notwithstanding
any provision of this Agreement to the contrary, the ---------.

                  (c)  Notwithstanding  any  provision of this  Agreement to the
contrary, neither Mirant nor either Buyer shall have any obligation to indemnify
any Stockholder  Indemnitee under this Article 5 or to pay damages in respect of
contract or other claims arising under this  Agreement or any other  Transaction
Document unless the Stockholder  Indemnitees have suffered  indemnifiable Losses
in an aggregate  amount  attributable  to all Claims in excess of the Threshold;
provided,  however,  that  Mirant's and Buyers'  obligations  to  indemnify  any
Stockholder  Indemnitee for any Losses arising from any breach of this Agreement
by Mirant or either Buyer of their  obligation to pay, or directly or indirectly
resulting in the failure of Mirant and Buyers to pay, the Purchase Price and the
Note Price under this Agreement,  will not be subject to the Threshold.  Subject
to the  foregoing  proviso,  once the  aggregate  amount of Losses  exceeds  the
Threshold,  the  Stockholder  Indemnitees  shall be entitled to recover the full
amount of all Losses in excess of the Threshold.

                  (d)  Notwithstanding  any  provision of this  Agreement to the
contrary,   the  maximum  aggregate  liability  of  Mirant  and  Buyers  to  the
Stockholder  Indemnitees  for all claims  arising  under this  Agreement and the
other Transaction Documents equals $32,000,000; provided, however, that Mirant's
and Buyers'  obligations to indemnify any Stockholder  Indemnitee for any Losses
arising  from any breach of this  Agreement  by Mirant or either  Buyer of their
obligation  to pay, or directly or  indirectly  resulting in the failure of both
Mirant  and Buyer to pay,  the  Purchase  Price and the Note  Price  under  this
Agreement, will not be subject to such limitation.

                  (e) No Indemnitee shall be entitled to  indemnification  under
this  Article 5 for Losses (i)  directly  or  indirectly  caused by a willful or
negligent  act  of  such  Indemnitee  or a  breach  by  such  Indemnitee  of any
representation,  warranty,  covenant  or  other  agreement  set  forth  in  this
Agreement or any duty to the  potential  Indemnitor or (ii) covered by insurance
proceeds from insurance owned and paid for by the Stockholder,  del Caribe,  Eco
Holdings or the Partnership  prior to the Closing,  to the extent that the Buyer
Indemnitees actually receive such insurance proceeds to cover such Losses.

         5.6 Survival. The representations and warranties made in this Agreement
or in any exhibit,  schedule,  or any other Transaction  Document or certificate
shall survive any investigation  made by any party hereto and the Closing of the
transactions  contemplated  hereby  until the first  anniversary  of the Closing
Date;  provided,  however,  that the representations and warranties set forth in
(i)  Section  2.12  of this  Agreement  shall  survive  until  such  time as the
applicable  statute of  limitations  has expired on the right of the  applicable
Governmental  Entity to legally  impose the Tax  liability  upon which the Buyer
Indemnitee's claimed Loss is based and (ii) Section 2.14 of this Agreement shall
survive for a period of two (2) years after the Closing  Date.  No party will be
liable to another  under any  warranty or  representation  after the  applicable
expiration  of such warranty or  representation;  provided,  however,  that if a
claim or notice is given under this Article 5 with respect to any representation
or warranty prior to the applicable  expiration  date, such claim may be pursued
to resolution notwithstanding expiration of the representation or warranty under
which the claim was brought.

         5.7      ----------

         (a)      PREPA Resolution ----------

                  (i) Subject to the limitations set forth in this Article 5, in
the event of a  pre-Closing  PREPA  Resolution  which  requires  ----------,  in
accordance with the ---------- of the PREPA Resolution, ----------. Also, in the
event of a pre-Closing PREPA  Resolution,  ---------- equal to the lesser of (A)
----------  of the  Partnership  Effect,  if any,  and (B) that  portion  of the
Partnership  Effect,  if  any,  such  that,  when  ----------  under  the  PREPA
Resolution equals ----------

                  (ii) Subject to the  limitations  set forth in this Article 5,
in the event of a pre-Closing  PREPA  Resolution that requires  ---------- or of
any PREPA  Resolution that ---------- (A) ----------  equal to the lesser of (1)
---------- and (2)  ----------;  and (B)  ----------  equal to the lesser of (1)
----------  of the  Partnership  Effect,  if any,  and (2) that  portion  of the
Partnership  Effect,  if any, such that  ----------  under the PREPA  Resolution
equals ---------.

                  (iii)In the event that no PREPA Resolution ----------.  In the
event that no PREPA Resolution ----------.

         (b)      PREPA Resolution ----------.   In the  event of  a pre-Closing
 PREPA Resolution ----------

         (c) Required  Approvals.  Prior to the Closing Date,  ----------- PREPA
Resolution  ----------  pursuant  to  which  (i)  the  PREPA  Resolution  Amount
----------, or (ii) the PREPA Resolution is -----------.  After the Closing Date
but  prior to the  first  anniversary  of the  Closing  Date,  ----------  PREPA
Resolution  -----------  pursuant  to  which  (x) the  PREPA  Resolution  Amount
----------,  or  (y)  the  PREPA  Resolution  ----------.   Notwithstanding  the
foregoing sentence,  ----------- for a PREPA Resolution  ----------- relating to
such PREPA Resolution -----------.

         (d) ----------. In the event that at anytime  -----------. In the event
that ----------  results  in a PREPA Resolution, ----------:  (i)  ---------  by
which  the PREPA  Resolution  Amount  ----------,  in the event  that the  PREPA
Resolution  Amount is ---------- or (ii) ----------, in the event that the PREPA
Resolution Amount -----------.

         (e) PREPA Resolution ----------.  During such time as ---------- in any
PREPA Resolution  pursuant to this Section 5.7, (i) --------- to achieve a PREPA
Resolution; and (ii) ----------. ----------

         5.8 Exclusivity of Indemnification.  The indemnification  provisions of
this  Article 5 are  intended to provide the  exclusive  remedy as to all Losses
that any party hereunder may incur arising from or relating to the  transactions
contemplated by this Agreement.  Each party hereby waives, to the extent that it
may do so, any other  rights or  remedies  that may arise  under any  applicable
statute, rule or regulation;  provided, however, that the foregoing shall not be
interpreted to limit the types of remedies,  including  specific  performance or
other  equitable  remedies,  which may be sought by an  Indemnitee in connection
with a breach of any covenant or agreement  contained herein and shall not limit
any available remedy for a willful misrepresentation or breach by another party.

         5.9 Consequential  Damages and Remedies. No party will be liable to any
other  party in  connection  with  this  Agreement,  or any of the  transactions
contemplated  hereby,  for any  consequential,  punitive,  special  or  indirect
damages.  Each  party  hereby  expressly  releases  the  other  parties,   their
respective   Affiliates,    directors,    officers,    employees,   agents   and
representatives from any such liability.

                                    ARTICLE 6
                              CONDITIONS TO CLOSING

         6.1  Conditions to Obligations  of Each Party.  The  obligations of the
Stockholder and del Caribe, on the one hand, and Mirant and Buyers, on the other
hand,  to consummate  the  transactions  contemplated  hereby are subject to the
fulfillment to the reasonable  satisfaction of the party entitled to the benefit
of such condition, on or before the Closing Date, of the conditions set forth in
this Section 6.1, any one or more of which may be waived in writing by the party
entitled to the benefit of such condition.

                  (a) No Action  or  Proceeding.  No  preliminary  or  permanent
injunction or other order issued by any  Governmental  Entity that declares this
Agreement  invalid in any  material  respect or prevents or would be violated by
the consummation of the transactions  contemplated hereby, or which would have a
Material  Adverse  Effect,  is in  effect.  No  action  or  proceeding  has been
instituted or threatened by any  Governmental  Entity,  other person,  or entity
which  seeks  to  prevent  or  delay  the   consummation  of  the   transactions
contemplated   by  this   Agreement   or  which   challenges   the  validity  or
enforceability  of this  Agreement,  the  result  of which  could  constitute  a
Material Adverse Effect.

                  (b)   Consents,   Approvals   and   Filings.   All   consents,
authorizations   and  approvals   from,  and  all   declarations,   filings  and
registrations  with,  governmental  agencies or third parties that are listed on
Schedules 2.7, 2.8 and 3.4 shall have been obtained or made, as appropriate. All
waiting  periods  under  the  HSR  Act  shall  have  expired  or  been  properly
terminated.

         6.2 Conditions to Obligations of Mirant and Buyers.  The obligations of
Mirant and Buyers to consummate the transactions contemplated hereby are subject
to the  fulfillment,  on or before the Closing Date, of the conditions set forth
in this  Section 6.2, any one or more of which may be waived by Mirant or either
Buyer in writing in their discretion.

                  (a)   Representations   and   Warranties;    Covenants.    The
representations  and warranties of the Stockholder  and del Caribe  contained in
this Agreement (as revised,  modified or updated pursuant to Section 4.8 hereof)
shall  be true  and  correct  in all  material  respects  on the  Closing  Date;
provided, however, that if any portion of any such representation or warranty is
already  qualified  by  materiality,  for purposes of  determining  whether this
condition has been satisfied with respect to such portion of such representation
or  warranty,  such portion of such  representation  or warranty as so qualified
must be true and correct in all respects.  The  Stockholder and del Caribe shall
have performed in all material respects all obligations required to be performed
by each of them under this Agreement on or before the Closing Date.

                  (b)   Secretaries'  Certificates.  At  the  Closing,  the
Stockholder and del Caribe shall have delivered to Buyers a certificate dated as
of the Closing Date  certifying  to the effect of  Section 6.2(a)  signed by the
respective  Secretaries  of the Stockholder and del Caribe.

                  (c)   Consents   and   Approvals.   All   consents,   waivers,
authorizations  and  approvals  required  under  Schedule 2.7 of the  Disclosure
Schedule, the absence of which could result in material liability to Buyers or a
Material  Adverse  Effect,  shall  have been duly  obtained  in form  reasonably
satisfactory  to Buyers,  shall be in full force and effect on the Closing  Date
and the executed copies thereof shall have been delivered to Buyers on or before
the Closing Date.

                  (d) LNG Term-Out Under Credit  Agreement.  The Term-Out of all
Construction Loans into Term Loans shall have been completed pursuant to Section
2.01(b)  of the  Credit  Agreement,  dated  October  31,  1997 and as amended on
December  15,  1997,  between  the  Partnership  and ABN AMRO Bank N.V.,  as the
administrative agent.

                  (e)   Stock Books. The  Stockholder  shall have caused EME del
Caribe  Holdings  GmbH  to  have delivered  to  Buyer 1 the  stock  books, stock
ledgers, minute books and corporate seals of del Caribe.

                  (f)   Resignation of Directors.   Buyer 1 shall have received 
written resignations of the directors of del Caribe.

                  (g) Satisfaction of Other Closing  Conditions.  All conditions
to the respective obligations of Mirant and Buyers pursuant to Article 6 of that
certain Stock  Purchase  Agreement,  of even date  herewith,  by and among Enron
Asset Holdings,  LLC, a Delaware limited  liability  company,  Mirant and Buyers
have been either satisfied or waived.

         6.3 Conditions to Obligations of the  Stockholder.  The  obligations of
the Stockholder to consummate the transactions  contemplated  hereby are subject
to the  fulfillment,  on or before the Closing Date, of the conditions set forth
in this Section  6.3, any one or more of which may be waived by the  Stockholder
in writing in its discretion.

                  (a)   Representations   and   Warranties;    Covenants.    The
representations  and warranties of Mirant and Buyers contained in this Agreement
shall be true and correct in all material  respects as of the date hereof and on
the  Closing  Date;  provided,   however,  that  if  any  portion  of  any  such
representation or warranty is already qualified by materiality,  for purposes of
determining  whether  this  condition  has been  satisfied  with respect to such
portion of such representation or warranty,  such portion of such representation
or warranty as so qualified must be true and correct in all respects. Mirant and
Buyers shall have performed in all material respects all obligations required to
be performed by them under this Agreement on or before the Closing Date.

                  (b)   Secretaries'  Certificates.  At the Closing,  Mirant and
Buyers shall have  delivered to the  Stockholder  a certificate  dated as of the
Closing Date certifying to the effect of Section 6.3(a) signed by the respective
Secretaries of Mirant and Buyers.

                  (c)  Removal as Guarantor. Mirant and Buyers shall have caused
the  Stockholder  to be removed as a guarantor of the Guaranteed Indebtedness in
accordance with Section 4.3.

                                    ARTICLE 7
                           TERMINATION AND ABANDONMENT

         7.1      Termination. This Agreement and the transactions  contemplated
hereby may be terminated at any time prior to the Closing:

                  (a) by Mirant or either Buyer,  if (i) the  Stockholder or del
Caribe  fails to comply in any  materially  adverse  respect  with any of its or
their covenants or agreements  contained herein, (ii) any of the representations
and  warranties of the  Stockholder  or del Caribe set forth in Article 2 hereof
(as revised,  modified or updated pursuant to Section 4.8 hereof) is breached or
is inaccurate in any materially adverse respect, or (iii) any event has occurred
or circumstances exist which have a Material Adverse Effect; provided,  however,
that neither Mirant nor either Buyer may terminate  this  Agreement  pursuant to
this  Section  7.1(a) if (x) the  Stockholder  and del  Caribe  have  cured such
material  noncompliance,  breach,  inaccuracy or Material  Adverse Effect within
fifteen (15) business days after the receipt of written notice thereof by Mirant
or either  Buyer or (y)  Mirant or either  Buyer has  breached  in any  material
respect  any  of its  representations,  warranties  or  obligations  under  this
Agreement;

                  (b) by the Stockholder or del Caribe,  if (i) Mirant or either
Buyer  fails  to  comply  in any  materially  adverse  respect  with  any of its
covenants or agreements contained herein, or (ii) any of the representations and
warranties  of Mirant or either  Buyer set forth in Section 3 hereof is breached
or is inaccurate in any materially  adverse  respect;  provided,  however,  that
neither the Stockholder nor del Caribe may terminate this Agreement  pursuant to
this  Section  7.1(b) if (x) Mirant and  Buyers  have cured such  noncompliance,
breach or  inaccuracy  within  fifteen (15)  business  days after the receipt of
written  notice  thereof  by the  Stockholder  or del  Caribe or (y)  either the
Stockholder  or del Caribe  has  breached  in any  material  respect  any of its
representations, warranties or obligations under this Agreement; or

                  (c) by the  Stockholder  or del  Caribe,  on the one hand,  or
Mirant or either  Buyer,  on the other hand,  if (i) a  Governmental  Entity has
issued a nonappealable  order, decree or ruling or taken any other action (which
order,  decree or ruling the  parties  hereto  have used all their  commercially
reasonable efforts to lift), which permanently  restrains,  enjoins or otherwise
prohibits the transactions  contemplated by this Agreement;  or (ii) a condition
to the  terminating  party's  performance  hereunder  has not been  satisfied or
waived  prior to December  31,  2001;  provided,  however,  that a party may not
terminate this Agreement pursuant to this Section 7.1(c) if such party's failure
to fulfill any of its  obligations  under this  Agreement  is the reason for the
occurrence of either of the foregoing clauses (i) or (ii) hereof.

         7.2  Notice  of  Termination.  In the  event  of  termination  of  this
Agreement  pursuant  to  Section  7.1  hereof,  written  notice  shall  be given
forthwith by the terminating  party to the other parties and this Agreement will
terminate  and  the  transactions  contemplated  hereby  will  be  abandoned  in
accordance  with the terms of this  Article  7,  without  further  action by any
party.

         7.3 Effect of Termination.  If this Agreement is terminated as provided
in this Article 7, no party to this Agreement will have any liability or further
obligation to any other party to this Agreement,  except as provided in Sections
4.1(b), 8.10, 8.11, 8.13, and 8.14 and except that termination of this Agreement
will not affect  any  liability  of any party for any  breach of this  Agreement
prior  to  termination,  or any  breach  at any  time of the  provisions  hereof
surviving termination.

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1      Definitions.

(a)  "Action"  means  any  action,  suit,  counterclaim,   cross-claim,  appeal,
arbitration or mediation for any relief against a party  hereunder or any of its
Affiliates,  successors or assigns,  declaratory  or  otherwise,  to enforce the
terms of this Agreement or to declare rights under this Agreement.
(b) "Affiliate" has the meaning ascribed to it in Rule 405 under the Securities 
Act.
(c) "Bankruptcy  Exception" means the limitations on  enforceability  imposed by
general  principles of equity and  bankruptcy,  insolvency,  reorganization  and
moratorium and other similar laws relating to creditors'  rights.  (d) "Buyer 1"
has the meaning ascribed to it in the preamble to this Agreement.
(e)  "Buyer 2" has the meaning ascribed to it in the preamble to this Agreement.
(f)  "Buyers" has the meaning ascribed to it in the preamble to this Agreement.
(g) "Buyer Indemnitees" means Buyer 1 and its directors, officers and employees.
(h)  ----------
(i)  "capital stock" means common stock, preferred stock, partnership interests,
limited  liability  company interests or other ownership interests of the issuer
thereof.
(j)  "Claim" has the meaning ascribed to it in Section 5.3(a) hereof.
(k)  "Closing" means the  consummation  of the sale by the  Stockholder, and the
purchase by Buyers,  of the del Caribe Shares and the Project Note in accordance
with the terms of this Agreement.
(l)  "Closing Date" has the meaning ascribed to it in Section 1.2 hereof.
(m)  "Confidential Information"  means any information not in the public domain,
in any form, whether acquired prior to or after the Closing Date,  received from
the  Stockholder,  del Caribe or any of their advisors  relating to the business
and operations of the Stockholder, del Caribe, Eco Holdings, the Partnership and
their  respective  Affiliates,   including,   without  limitation,   information
regarding  vendors,  suppliers,  trade  secrets,  training  programs,  technical
information,    contracts,   systems,   procedures,   know-how,   trade   names,
improvements,  price lists,  financial or other data,  business plans,  computer
programs,  software  systems,  internal  reports,  personnel  files or any other
compilation of  information,  written or unwritten,  which is or was used in the
business of the Stockholder,  del Caribe, Eco Holdings, the Partnership or their
respective Affiliates,  except for information (i) that was or becomes generally
available to the public,  other than as a result of  disclosure by either Buyer;
or  (ii)  that  is  received  by  either  Buyer  or any of its  Affiliates  on a
nonconfidential  basis from a third party that is not prohibited from disclosing
such information by obligation to the Stockholder,  del Caribe, the Eco Holdings
or the Partnership.
(n)  "Contracts" has the meaning ascribed to it in Section 2.10 hereof.
(o)  "Decision" means any judgment, order, ruling, or award granted with respect
to an Action.
(p)  "del Caribe"  has  the meaning  ascribed to  it  in  the  preamble of  this
Agreement.
(q)  "del Caribe Shares" has the meaning ascribed to it in Section 2.3(a)hereof.
(r)  "Disclosure Schedule" means the disclosure  schedule of the Stockholder and
del  Caribe  attached  hereto  as  Schedule 2  and  the other schedules included
therein.
(s)  "Distributions" has the meaning ascribed to it in Section 2.16 hereof.
(t)  "DOJ" means the United States Department of Justice.
(u)  "Eco Holdings" has the meaning ascribed to it in Section 2.2(a) hereof.
(v)  "Eco Holdings Shares" has the meaning ascribed to it in Section 2.2(a) 
hereof.
(w)  "Eco Limited Shares" has the meaning ascribed to it in Section 2.2(b) 
hereof.
(x)  "Environmental  Laws"  means all  applicable  laws,  regulations  and other
requirements of Governmental Entities or duties under common law (other than the
same  relating to Taxes)  relating  to toxic or  hazardous  substances,  wastes,
pollution or to the protection of health, safety or the environment.
(y) "Environmental Permits" means all licenses, permits and other authorizations
or  registrations  required  under  all Environmental Laws.
(z)  "Facility" has the meaning ascribed to it in Recital A hereof.
(aa) "FERC" means the Federal Energy Regulatory Commission.
(bb) "Financial Statements" has the meaning ascribed to it in Section 2.6(a).
(cc) "FTC" means the United States Federal Trade Commission.
(dd) "Governmental Entity" means any court, arbitrator, federal, state  or local
government  agency,  regulatory body, or other governmental authority.
(ee) "Guaranteed Indebtedness" has the meaning ascribed to it in Section 4.3. 
hereof.
(ff) "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,  
as amended.
(gg) "Indemnitee" means the party entitled to indemnification under Article 5 
hereof.
(hh) "Indemnitor" means the party obligated to provide indemnity under Article 5
hereof.
(ii) "knowledge" or "known" means,  with respect to any individual,  the actual
knowledge  of such  individual  or, in the case of the  Stockholder,  the actual
knowledge,  without  independent  investigation,  of the persons  identified  on
Schedule 8.1 hereto of such entity. (jj) "License" means any permit,  license or
other governmental authorization.
(kk) "Losses" has the meaning ascribed to it in Section 5.1 hereof.
(ll) "Material  Adverse Effect" means one or more effects that,  individually or
in the aggregate,  are  materially  adverse to the business,  assets,  financial
condition  or  results  of  operations  of the  Partnership,  taken  as a whole;
provided, however, that any such effect or effects arising from any circumstance
not disclosed in this Agreement or the schedules hereto that result, or would be
reasonably  likely to result,  in an uninsured  loss in excess of $30,000,000 to
the Partnership will be conclusively  presumed to constitute a "Material Adverse
Effect;" provided,  further,  that,  notwithstanding the foregoing,  none of the
following will be deemed,  individually  or together,  to constitute a "Material
Adverse  Effect:" (x) any changes,  circumstances  or effects  resulting from or
relating to changes or developments in the economy, financial markets, commodity
markets,  laws,  regulations or rules in the  applicable  electric power markets
(including,  without limitation, changes in laws or regulations affecting owners
or providers of electric generation, transmission or distribution as a group and
not the Partnership exclusively) or in the political climate generally or in any
specific  region;  (y) any  changes  in  conditions  or  developments  generally
applicable to the industries in which the  Partnership is involved;  and (z) any
changes,  circumstances or effects  attributable to the announcement or pendency
of the transactions  contemplated by this Agreement (including any cancellations
of or delays in customer agreements,  any reductions in sales, any disruption in
supplier,  distributor,   partner  or  similar  relationships  or  any  loss  of
employees),  or resulting  from or relating to compliance  with the terms of, or
the taking of any action  required  by, this  Agreement.  (mm)  ----------  (nn)
"Mirant" has the meaning ascribed to it in the preamble to this Agreement.
(oo) ----------
(pp) "Partnership" means EcoElectrica, L.P., an exempt limited partnership 
organized under the laws of Bermuda.
(qq) "Partnership  Agreement"  means that certain First Amended and Restated  
Limited  Partnership  Agreement,  dated  December 10,
1997, of the Partnership, as subsequently amended.
(rr) "Partnership Effect" means ----------
(ss) "Partnership  Interests" means the 99% limited partnership  interest in the
Partnership held by Eco Holdings and the 1% general partnership  interest in the
Partnership  held  by  its  wholly-owned  subsidiary,   EcoElectrica  Ltd.  (tt)
"Post-Closing  Short  Year" has the  meaning  ascribed  to it in Section  4.9(a)
hereof.
(uu) "PREPA" means the Puerto Rico Electric Power Authority.
(vv) ----------
(ww) "----------" means ---------under any PREPA Resolution.
(xx) ----------
(yy) "PREPA Resolution" means ----------.
(zz) "PREPA Resolution  Amount" means either (i) ---------- (ii) the Partnership
Effect;  or (iii) the sum of ----------  pursuant to a PREPA  Resolution.  (aaa)
"Pre-Closing  Short  Year" has the  meaning  ascribed  to it in  Section  4.9(a)
hereof.
(bbb) "Prevailing Party" has the meaning ascribed to it in Section 8.14.
(ccc) "Purchase Price" has the meaning ascribed to it in Section 1.3 hereof.
(ddd) "Securities Act" means the Securities Act of 1933, as amended.
(eee) "Stockholder" has the meaning ascribed to it in the preamble of this 
Agreement.
(fff) ----------
(ggg) "Stockholder  Indemnitees"  means the Stockholder and its Affiliates,  and
the directors,  officers and employees of any of them.  (hhh)  ----------  (iii)
"Tax" or "Taxes" means all taxes, imposts,  duties or assessments of any kind or
nature whatsoever,  and howsoever described or denominated,  including,  without
limitation,  income,  gross  receipts,  license,  payroll,  employment,  excise,
severance,  stamp,  occupation,  premium,  windfall profits,  environmental,  ad
valorem,  customs duties, capital,  wealth, capital stock,  franchise,  profits,
withholding,  social security (or similar), sales, use, transfer,  registration,
value added, alternative or add-on minimum, estimated, or other tax or charge of
any kind  whatsoever,  including any  interest,  penalty,  or addition  thereto,
whether disputed or not, imposed by any governmental authority.
(jjj) "Taxpayer" has the meaning ascribed to it in Section 2.12(a) hereof.
(kkk) "Threshold" has the meaning ascribed to it in Section 5.5(a) hereof.
(lll) "Transaction  Documents"  means  this  Agreement,  the  assignment  of the
Project  Note  and all  necessary  stock  powers  required  to be  delivered  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement.

         8.2 Notices.  All notices,  requests,  demands and other communications
hereunder  shall be in writing and shall be deemed given upon personal  delivery
or three (3) days after being mailed by certified or  registered  mail,  postage
prepaid,  return receipt requested, or one (1) business day after being sent via
a nationally  recognized  overnight courier service if overnight courier service
is  requested  from  such  service  or  upon  receipt  of  electronic  or  other
confirmation  of  transmission  if sent via  facsimile,  to the  parties,  their
successors  in  interest  or their  assignees  at the  following  addresses  and
telephone  numbers,  or at such  other  addresses  or  telephone  numbers as the
parties may designate by written notice in accordance with this Section 8.2:

              If to Mirant or          Mirant EcoElectrica Investments I, Ltd.
              either Buyer:            1155 Perimeter Center West
                                       Atlanta, Georgia  30338
                                       Telephone No.:  (678) 579-7115
                                       Facsimile No.:  (678) 579-7979
                                       Attn.:  J.R. Harris

              With a copy to:          Troutman Sanders LLP
                                       401 9th Street, NW
                                       Suite 1000
                                       Washington, DC  20004-2134
                                       Telephone No.:  (202) 274-2963
                                       Facsimile No.:  (202) 654-5625
                                       Attn.:  Ronald R. Ross, Esq.

              If to the Stockholder    Edison Mission Energy
              or del Caribe:           18101 Von Karman, Suite 1700
                                       Irvine, California  92612
                                       Telephone No.:
                                       Facsimile No.:
                                       Attn.:  Steven D. Eisenberg, Esq.

              With a copy to:          Gibson, Dunn & Crutcher LLP
                                       4 Park Plaza, Jamboree Center
                                       Irvine, California  92614
                                       Telephone No.:  (949) 451-3800
                                       Facsimile No.:  (949) 451-4220
                                       Attn.:  John M. Williams, Esq.

         8.3  Assignability  and Parties in  Interest.  This  Agreement  and the
rights,  interests or  obligations  hereunder  may not be assigned by any of the
parties  hereto without the prior written  consent of the other parties  hereto;
provided, however, that this Agreement may be assigned to an Affiliate, but that
no  such  assignment  will  relieve  Mirant  or  either  Buyer  of any of  their
respective obligations  hereunder.  This Agreement shall inure to the benefit of
and be  binding  upon  Mirant,  Buyers,  the  Stockholder,  del Caribe and their
respective  permitted  successors  and assigns.  Nothing in this  Agreement will
confer  upon any  person or entity not a party to this  Agreement,  or the legal
representatives  of such person or entity,  any rights or remedies of any nature
or kind whatsoever under or by reason of this Agreement.

         8.4  Publicity.  No press  release  or  other  public  announcement  or
disclosure  related to this Agreement or the  transactions  contemplated  herein
(including but not limited to the terms and conditions of this Agreement)  shall
be issued or made without the prior  approval of either Buyer,  on the one hand,
and the  Stockholder,  on the other hand.  The foregoing  shall not prohibit any
disclosure  (a)  required  by law or (b) in  connection  with any  financing  or
refinancing of indebtedness  by any party hereto;  provided that such disclosure
is made pursuant to Section 4.1(b) hereof and that the disclosing party consults
with the  other  parties  at  least  one (1)  business  day in  advance  of such
disclosure.  To the extent a disclosure is required by law, the disclosing party
shall  cooperate  with the  other  parties  hereto  to  prepare  an  appropriate
confidential treatment request with the applicable  Governmental Entity in order
to prevent  disclosure of any sensitive matters as to which the disclosing party
believes there exists a good faith argument for confidential treatment.

         8.5 Complete  Agreement.  This  Agreement,  the exhibits and  schedules
hereto and the other  Transaction  Documents  contain or will contain the entire
agreement   between  the  parties  hereto  with  respect  to  the   transactions
contemplated  herein and  therein  and shall  supersede  all  previous  oral and
written   and  all   contemporaneous   oral   negotiations,   commitments,   and
understandings including,  without limitation,  all letters,  memoranda or other
documents or communications,  whether oral, written or electronic,  submitted or
made by (a) Mirant,  either Buyer or their respective agents or  representatives
to the Stockholder, del Caribe, Credit Suisse First Boston Corporation or any of
their respective agents or representatives,  or (b) the Stockholder, del Caribe,
Credit  Suisse  First  Boston   Corporation  or  their   respective   agents  or
representatives  to Mirant,  either Buyer or any of their  respective  agents or
representatives,  in connection with the bidding process which occurred prior to
the execution of this Agreement or otherwise in connection  with the negotiation
and  execution  of this  Agreement.  No  communications  by or on  behalf of the
Stockholder  or del Caribe,  including  responses to any questions or inquiries,
whether orally, in writing or electronically, and no information provided in any
data room or any copies of any information from any data room provided to Mirant
or either  Buyer or any other  information  shall be deemed to (x)  constitute a
representation,  warranty or an agreement of the  Stockholder or del Caribe,  or
(y) be part of this Agreement.

         8.6  Acknowledgment;  Independent  Due  Diligence.  Mirant  and  Buyers
acknowledge   that  neither  the   Stockholder  nor  del  Caribe  has  made  any
representation  or  warranty,  expressed  or  implied,  as to  the  accuracy  or
completeness  of any  information  regarding the  Stockholder,  del Caribe,  Eco
Holdings, the Partnership or the Facility not included in this Agreement and the
schedules  hereto.  Without  limiting  the  generality  of  the  foregoing,   no
representation  or  warranty  is made with  respect  to any  information  in the
Confidential  Information  Memorandum,  dated April 2001,  or any  supplement or
amendment  thereto  provided in connection with the solicitation of proposals to
enter into the  transactions  contemplated by this Agreement,  such  information
having been provided for the convenience of Mirant and Buyers in order to assist
Mirant and  Buyers in framing  their due  diligence  efforts.  Mirant and Buyers
further  acknowledge that: (a) Mirant and Buyers,  either alone or together with
any  individuals or entities Mirant and Buyers have retained to advise them with
respect to the transactions  contemplated  hereby, have knowledge and experience
in  transactions  of this type and in the  business of the  Stockholder  and del
Caribe, and is therefore capable of evaluating the risks and merits of acquiring
the  del  Caribe  Shares;   (b)  they  have  relied  on  their  own  independent
investigation,  and  has  not  relied  on  any  information  or  representations
furnished by the Stockholder,  del Caribe or any representative or agent thereof
(except as  specifically  set forth  herein),  in determining to enter into this
Agreement;  (c) neither the Stockholder,  del Caribe nor any  representative  or
agent  thereof has given any  investment,  legal or other advice or rendered any
opinion as to whether  the  purchase of the del Caribe  Shares is  prudent,  and
Mirant and  Buyers are not  relying on any  representation  or  warranty  by the
Stockholder or del Caribe or any  representative  or agent thereof except as set
forth in this  Agreement;  (d) Mirant and Buyers have  conducted  extensive  due
diligence, including a review of the documents contained in a data room prepared
by or on behalf of the Stockholder  and del Caribe;  and (e) the Stockholder and
del Caribe have made available to Mirant and Buyers all  documents,  records and
books pertaining to del Caribe,  Eco Holdings,  the Partnership and the Facility
that Mirant, Buyers and their attorneys,  accountants,  advisors have requested,
and Mirant,  Buyers and their  attorneys,  accountants and advisors have had the
opportunity  to visit the  Facilities,  and ask  questions  and receive  answers
concerning del Caribe, Eco Holdings,  the Partnership,  and the Facility and the
terms and conditions of this Agreement. All such questions have been answered to
the full and complete satisfaction of Mirant and Buyers.

         8.7 Disclaimer Regarding Assets. Except as otherwise expressly provided
herein,   each  of  the  Stockholder  and  del  Caribe  expressly  disclaim  any
representations or warranties of any kind or nature,  express or implied,  as to
the condition,  value or quality of the assets or operations of del Caribe,  Eco
Holdings,  the  Partnership,  the  Facility  or  the  prospects  (financial  and
otherwise),  risks  and  other  incidents  of  del  Caribe,  Eco  Holdings,  the
Partnership  or  the  Facility  and  each  of the  Stockholder  and  del  Caribe
specifically disclaims any representation or warranty of merchantability, usage,
suitability or fitness for any  particular  purpose with respect to such assets,
or any part thereof,  or as to the  workmanship  thereof,  or the absence of any
defects  therein,  whether latent or patent,  or compliance  with  environmental
requirements,  or as to the  condition  of,  or the  rights of del  Caribe,  Eco
Holdings,  the  Partnership  or the Facility in, or their title to, any of their
assets,  or  any  part  thereof,  or  whether  del  Caribe,  Eco  Holdings,  the
Partnership  or the  Facility  possess  sufficient  real  property  or  personal
property  interests to own or operate such assets.  Except as expressly provided
herein,  no schedule  or exhibit to this  Agreement,  nor any other  material or
information provided by or communications made by the Stockholder, del Caribe or
any of their  respective  representatives  will  cause or create  any  warranty,
express or  implied,  as to the  condition,  value or  quality  of such  assets.
Without limiting the generality of the foregoing,  no representation or warranty
is made with  respect to the  accuracy of any  information  provided in any site
tours or on any web site, or in any meetings with  management or other personnel
of del Caribe, Eco Holdings,  the Partnership,  the Facility or their respective
representatives, except as expressly set forth herein.

         8.8  Modifications,  Amendments  and Waivers.  At any time prior to the
Closing  Date or  termination  of this  Agreement,  any  party may (a) waive any
inaccuracies in the  representations and warranties of any other party contained
in this Agreement or in any other Transaction Document; and (b) waive compliance
by any other party with any of the  covenants  or  agreements  contained in this
Agreement.  No  waiver  of any of the  provisions  of  this  Agreement  will  be
considered,  or will constitute,  a waiver of any of the rights or remedies,  at
law or equity,  of the party entitled to the benefit of such  provisions  unless
made in  writing  and  executed  by the party  entitled  to the  benefit of such
provision.

         8.9 Headings;  References. The headings contained in this Agreement and
the other  Transaction  Documents are for reference  purposes only and shall not
affect in any way the meaning or  interpretation  of this Agreement.  References
herein to articles,  sections,  schedules and exhibits  refer to the  referenced
articles, sections, schedules or exhibits hereof unless otherwise specified.

         8.10 Governing Law. This Agreement  shall be governed by, and construed
and enforced in accordance  with,  the internal laws of the State of California.

         8.11 Submission to Jurisdiction.  All actions or proceedings arising in
connection with this Agreement  shall be tried and litigated  exclusively in the
state or federal  courts  located in the County of Orange,  State of California.
The  aforementioned  choice of venue is intended by the parties to be  mandatory
and not permissive in nature,  thereby  precluding the possibility of litigation
between the parties  with  respect to or arising  out of this  Agreement  in any
jurisdiction  other than that  specified  in this  paragraph.  Each party hereby
waives any right it may have to assert the doctrine of forum non  conveniens  or
similar doctrine or to object to venue with respect to any proceeding brought in
accordance with this paragraph, and stipulates that the state and federal courts
located in the  County of Orange,  State of  California  shall have in  personam
jurisdiction  over each of them for the purpose of litigating  any such dispute,
controversy,  or proceeding. Each party hereby authorizes and accepts service of
process  sufficient  for  personal  jurisdiction  in any  action  against  it as
contemplated  by this  Section 8.11 by  registered  or  certified  mail,  return
receipt requested,  postage prepaid, to its address for the giving of notices as
set forth in Section 8.2.  Nothing herein shall affect the right of any party to
serve process in any other manner permitted by law.

         8.12  Severability.  Any provision of this Agreement  which is invalid,
illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity,  illegality,  or unenforceability,
without   affecting  in  any  way  the  remaining   provisions  hereof  in  such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal, or unenforceable in any other jurisdiction.

         8.13 Expenses of Transactions. All fees, costs and expenses incurred by
Mirant and  Buyers in  connection  with the  transactions  contemplated  by this
Agreement  shall be borne by Mirant and Buyers and all fees,  costs and expenses
incurred  by  Stockholder  or del  Caribe in  connection  with the  transactions
contemplated  by  this  Agreement  shall  be  borne  by  the  Stockholder.   The
Stockholder or del Caribe shall be liable for any fees or commissions payable to
Credit  Suisse First Boston  Corporation  in  connection  with the  transactions
contemplated  by this  Agreement  to the  extent  they  become due  pursuant  to
contractual arrangements made by or on behalf of the Stockholder.

         8.14  Attorneys'  Fees.  If  Mirant,  either  Buyer  or  any  of  their
Affiliates, successors or assigns brings any Action against the Stockholder, del
Caribe or any of their Affiliates, successors or assigns, or if the Stockholder,
del Caribe or any of their  Affiliates,  successors or assigns brings any Action
against Mirant, either Buyer or any of their Affiliates,  successors or assigns,
in addition to any damages and costs which the prevailing  party otherwise would
be  entitled,  the  nonprevailing  party shall pay to the  prevailing  party its
actual  attorneys'  fees and costs  incurred in bringing  and  prosecuting  such
Action and/or  enforcing  any Decision  granted  therein,  all of which shall be
deemed to have  accrued  on the  commencement  of such  Action and shall be paid
whether or not such action is prosecuted to a Decision.  Any Decision entered in
such Action shall  contain a specific  provision  providing  for the recovery of
attorneys' fees and costs incurred in enforcing such Decision.  For the purposes
of this Section 8.14,  attorneys' fees shall include,  without limitation,  fees
incurred in the following:  (a) postjudgment motions and collection actions; (b)
contempt  proceedings;  (c)  garnishment,   levy  and  debtor  and  third  party
examinations; (d) discovery; and (e) bankruptcy litigation. For purposes of this
Section 8.14,  the  "prevailing  party" means the party who agrees to dismiss an
action on the other party's  payment of the sum allegedly due or  performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it. If there are multiple  claims,  the prevailing  party shall be determined
with respect to each claim  separately.  The prevailing party shall be the party
who has obtained the greater  relief in connection  with any  particular  claim,
although,  with  respect to any  claim,  it may be  determined  that there is no
prevailing party.

         8.15     Waiver.

                  (a) Whether or not expressly stated in this Agreement,  all of
Buyers'  payment  obligations  under this  Agreement  are the joint and  several
obligations of Mirant and Buyers.

                  (b) Without in any manner  limiting the  obligations of Mirant
or  either  Buyer  hereunder,  the  Stockholder  may,  subject  to the terms and
conditions  hereof,  (i) accept partial  payments from Mirant or either Buyer on
account of the obligations;  (ii) create new indebtedness or renew,  compromise,
extend,  increase,  accelerate and otherwise  change the time for payment of, or
otherwise  change the terms of, any of the  Transaction  Documents,  or any part
thereof;  (iii) release or substitute Mirant or either Buyer, and otherwise deal
with Mirant or either Buyer as the  Stockholder may determine in accordance with
the terms hereof and applicable law; (iv) settle or release, either by agreement
or by operation of law, Mirant or either Buyer; and (v) proceed directly against
the property of Mirant or either Buyer without  proceeding  against the other to
collect and recover the full amount of the  obligations or any portion  thereof,
and Mirant and each Buyer waives any right to require the Stockholder to proceed
against  the  other,  or pursue  any other  remedy  in the  Stockholder's  power
whatsoever.

                  (c) Mirant and each Buyer hereby waives any defense arising by
reason  of any  disability  or other  defense  of the  other or by reason of the
cessation from any action of any kind against the other. The Stockholder may, at
its election,  exercise any right or remedy it may have against Mirant or either
Buyer  without  affecting  or  impairing  in any way the  liability of the other
hereunder.   The  Stockholder's  rights  under  this  Agreement  and  the  other
Transaction  Documents  will be  enforceable  without  regard  to the  validity,
regularity or enforceability of the obligations of Mirant or either Buyer or any
document evidencing the same.

                  (d) Until all of the obligations  under this Agreement and the
other  Transaction  Documents  have been fully and  finally  satisfied,  neither
Mirant nor either Buyer shall have any right of subrogation to any of the rights
of the  Stockholder  against  Mirant or either  Buyer and  Mirant and each Buyer
waives any right to  enforce  any remedy  which the  Stockholder  now has or may
hereafter have against Mirant or either Buyer.

                  (e)  Mirant and each  Buyer  waives  all  rights and  defenses
arising  out of an election  of  remedies  by the  Stockholder  even though that
election  of  remedies  has  destroyed  Mirant's  or  either  Buyers'  rights of
subrogation, reimbursement and/or contribution against the other.

         8.16  Further  Assurances.  Upon the  reasonable  request of a party or
parties  hereto at any time after the Closing  Date,  the other party or parties
shall  forthwith  execute and deliver such further  instruments  of  assignment,
transfer,  conveyance,   endorsement,   direction  or  authorization  and  other
documents  as the  requesting  party  or  parties  or its or their  counsel  may
reasonably request in order to effectuate the purposes of this Agreement.

         8.17  Counterparts.  Facsimile  transmission  of  any  signed  original
document and/or  retransmission  of any signed  facsimile  transmission  will be
deemed the same as delivery  of an  original.  At the request of any party,  the
parties  will confirm  facsimile  transmission  by signing a duplicate  original
document. This Agreement may be executed in counterparts, each of which shall be
deemed  an  original,  but all of which  shall  constitute  but one and the same
instrument.

                        [The remainder of this page has been  intentionally left
blank; signature page follows.]







                                       S-2


         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement as of the date first written above.

                       MIRANT:

                       Mirant Corporation,
                       a Delaware corporation

                       By:                                                      
                                ------------------------------------------------

                       Name:                                                    
                                ------------------------------------------------

                       Title:                                                   
                                ------------------------------------------------

                       BUYER 1:

                       Mirant EcoElectrica Investments I, Ltd.,
                       a British Virgin Islands limited liability company

                       By:                                                      
                                ------------------------------------------------

                       Name:                                                    
                                ------------------------------------------------

                       Title:                                                   
                                ------------------------------------------------

                       BUYER 2:

                       Mirant EcoElectrica Finance, Ltd.,
                       a British Virgin Islands limited liability company

                       By:                                                      
                                ------------------------------------------------

                       Name:                                                    
                                ------------------------------------------------

                       Title:                                                   
                                ------------------------------------------------

                       THE STOCKHOLDER:

                       Edison Mission Energy,
                       a California corporation

                        By:                                                     
                                 -----------------------------------------------

                        Name:                                                   
                                 -----------------------------------------------

                        Title:                                                  
                                 -----------------------------------------------







                        DEL CARIBE:

                        EME del Caribe,
                        an entity organized under the laws of the Cayman Islands

                        By:                                                     
                                 -----------------------------------------------

                        Name:                                                   
                                 -----------------------------------------------

                        Title:                                                  
                                 -----------------------------------------------














                                   SCHEDULE 1

                                  THE FACILITY

EcoElectrica Penuelas, Puerto Rico







                  2









                                   SCHEDULE 2

                               DISCLOSURE SCHEDULE

         The following are exceptions to the  representations  and warranties of
the  Stockholder  contained  in  that  certain  Stock  Purchase  Agreement  (the
"Agreement") by and among Edison Mission Energy, a California  corporation;  EME
del Caribe,  an entity  organized under the laws of the Cayman  Islands;  Mirant
Corporation, a Delaware corporation ("Mirant");  Mirant EcoElectrica Investments
I, Ltd., a British  Virgin Islands  limited  liability  company  ("Buyer 1") and
wholly-owned,  indirect subsidiary of Mirant; Mirant EcoElectrica Finance, Ltd.,
a British Virgin Islands limited liability  company and  wholly-owned,  indirect
subsidiary  of  Mirant.  All  capitalized  terms used  herein and not  otherwise
defined shall have the meanings ascribed to them in the Agreement.  The numbered
schedules  contained in these  Disclosure  Schedules  correspond  to the section
numbers in the  Agreement;  provided,  however,  that any item  disclosed in any
particular schedule contained in these Disclosure  Schedules shall constitute an
exception to all other  representations  or warranties  made in the Agreement to
which such item applies.







                                  SCHEDULE 2.3

              Ownership of Capital Stock and Partnership Interests


The Partnership Interests are pledged pursuant to that certain Credit Agreement,
dated  October  31,  1997  and as  amended,  with  ABN AMRO  Bank  N.V.,  as the
administrative agent.









                                  SCHEDULE 2.5

                               Assets and Permits


1.   Shareholder's  Agreement,  dated  December 10, 1997 and as amended,  by and
     between del Caribe, Eco Holdings and Buenergia Gas & Power, Ltd.

2.   Administrative  Services  Agreement,  dated October 31, 1997,  with EME del
     Caribe (as  successor  in  interest to KES Bermuda  Inc.,  effective  as of
     December 23, 1998).









                                  SCHEDULE 2.6

                              Financial Statements


     The  following financial statements are attached:

1.   An unaudited balance sheet of del Caribe as of December 31, 2000.

2.   An audited  balance sheet of the  Partnership  as of December 31, 1999, and
     related  audited  statements  of  income  and cash  flows for the year then
     ended.

3.   An audited  balance sheet of the  Partnership  as of December 31, 2000, and
     related  audited  statements  of  income  and cash  flows for the year then
     ended.

4.   An actual unaudited balance sheet of del Caribe as of May 31, 2001.

5.   A pro forma unaudited balance sheet of del Caribe as of May 31, 2001.

6.   An unaudited  balance  sheet of the  Partnership  as of May 31,  2001,  and
     related  unaudited  statements of income and cash flows for the  five-month
     period then ended.



-----Forty-five  pages of financial  statements  omitted pursuant to the request
for   confidential   treatment   submitted  to  the   Securities   and  Exchange
Commission-----







                                  SCHEDULE 2.7

                              Third Party Consents


         Unless the prior  written  consent or waiver of the other party to each
of the following  contracts is obtained,  the  consummation of the  transactions
contemplated  by the  Agreement  may  violate,  result in a material  breach of,
constitute a material default or cause a material obligation,  penalty,  premium
or right of termination to arise or accrue under the following contracts:

1.   If  Buyer  1 is a  utility  or a  utility  affiliate,  Power  Purchase  and
     Operating Agreement,  dated March 10, 1995 and as amended, with Puerto Rico
     Electric Power Authority.

2.   Credit Agreement, dated October 31, 1997 and as amended, with ABN AMRO Bank
     N.V., as the administrative agent.

3.   Master Guarantee and Support Instrument,  dated December 23, 1998, with ABN
     AMRO Bank N.V. and The Chase Manhattan Bank.









                                  SCHEDULE 2.8

                      Governmental and Third Party Consents


1.   Filing with Office of Industrial Tax Exemption of Puerto Rico,  request for
     approval of transfer of Partnership Tax exemption.

2.   If Buyer 1 is a utility or a utility affiliate,  Puerto Rico Electric Power
     Authority waiver of requirement under the Power Purchase Agreement that the
     Partnership  maintain  Qualifying  Facility  status with respect to utility
     ownership level.

3.   See Schedule 2.7. 







                                  SCHEDULE 2.9

                                   Litigation


         ----------

1.       ----------



2.       ----------



3.       ----------



4.       ----------



5.       ----------



6.       ----------



7.       ----------







                                  SCHEDULE 2.10

                                    Contracts


1.   First Amended and Restated Limited  Partnership  Agreement,  dated December
     10, 1997 and as amended, of EcoElectrica, L.P.

2.   Power  Purchase  and  Operating  Agreement,  dated  March  10,  1995 and as
     amended, with The Puerto Rico Electric Power Authority.

3.   Water Supply  Agreement,  dated May 6, 1997,  with the Puerto Rico Aqueduct
     and Sewer Authority and Puerto Rico Electric Power Authority.

4.   LNG Sales  Agreement,  dated July 31, 1997  together  with  various  letter
     agreements related thereto, with Cabot LNG Corporation.

5.   LNG Tolling  Services  Agreement,  dated  October 31, 1997,  with Enron LNG
     Power (Atlantic) Ltd. and Tolling  Counterparty  Payment  Guarantee,  dated
     October 31, 1997.

6.   LPG Storage and Services Agreement, dated October 21, 1997, with ProCaribe.

7.   Operations,  Maintenance and Fuel Management  Agreement,  dated October 31,
     1997, with El Puerto Rico Operations, Inc.

8.   Marine  Facilities  Agreement,  dated  April 1, 1996,  with the Puerto Rico
     Ports Authority.

9.   Credit Agreement, dated October 31, 1997 and as amended, with ABN AMRO Bank
     N.V., as the administrative agent.

10.  Subordinated  Reimbursement  Agreement,  dated  October 31, 1997,  with The
     Chase Manhattan Bank.

11.  Administrative  Services  Agreement,  dated October 31, 1997,  with EME del
     Caribe (as  successor  in  interest to KES Bermuda  Inc.,  effective  as of
     December 23, 1998).

12.  Amended and Restated Onshore Construction Contract,  dated October 31, 1997
     and together with all applicable change orders,  with Enron Power I (Puerto
     Rico), Inc.

13.  Amended and Restated Offshore Supply Agreement,  dated October 31, 1997 and
     together  with  all  applicable   change  orders,   with  Enron   Equipment
     Procurement Company.

14.  KESI  Subordinated  Promissory Note, dated December 15, 1997, with Kenetech
     Energy  Services,  which was  assigned  to the  Stockholder  pursuant to an
     Assignment and Assumption Agreement, dated December 23, 1998, with KESI.

15.  EDC  Subordinated  Promissory  Note,  dated  December 15, 1997,  with Enron
     Development Corp.

16.  ISDA Master Agreement,  dated October 31, 1997 together with all applicable
     confirmation letters, between Banque Paribas and EcoElectrica, L.P.

17.  Collective Bargaining Agreement negotiated with United Steelworkers.

18.  See Schedule 4.3 hereto and  Schedule  4.3 to that certain  Stock  Purchase
     Agreement,  of even date herewith,  among Enron Asset Holdings, LLC, Mirant
     EcoElectrica  Investments I, Ltd., Mirant  EcoElectrica  Finance and Mirant
     Corporation with respect to guarantees relating to the Partnership.

19.  See Schedule 2.9 ----------.









                                  SCHEDULE 2.13

                              Environmental Matters


1.   Notice of Violation: On April 5, 2000, the Partnership received a Notice of
     Violation  (the  "NOV")  from the United  States  Environmental  Protection
     Agency Region II (the "EPA"). The NOV alleges various violations of the PSD
     permit  issued to the  Partnership  on  October 1,  1996,  authorizing  the
     construction and operation of the project, including (i) failure to install
     a  SCR  system  prior  to  February  13,  2000;  (ii)  failure  to  conduct
     performance  testing  of each of the two  combustion  gas  turbines;  (iii)
     causing excess  emissions of NOX; (iv) failure to operate a CEMS to measure
     and record NOX  concentrations  prior to November 12, 1999; and (v) failure
     to submit a written  excess  emissions  report to the EPA within 30 days of
     the end of the calendar quarter.

     ----------

2.   Compliance Order: On April 10, 2000, the Partnership  received a Compliance
     Order from the EPA, ordering that the Partnership (i) within 10 days of the
     date of  receipt,  submit  to EPA  all  initial  notifications  for the gas
     turbine  and duct  burners  required  pursuant  to ss.60.7  of the  General
     Provisions  of the NSPS;  (ii)  within 10 days of  receipt  submit to EPA a
     schedule of when the initial  performance  tests will be  conducted;  (iii)
     provide EPA at least 30 days prior notice of any performance tests that are
     scheduled;  (iv) provide a written report of the results of the performance
     test to the EPA within 15 days after completion of such test and (v) comply
     at all times with the  requirements  of 40 C.F.R.  Part 60, Subparts Db and
     Subpart GG. The  Partnership  is working with the EPA regarding the testing
     and is complying with the Compliance Order.

3.   Compliance   Order:   On  May  15,  2000,  the   Partnership   received  an
     Administrative  Compliance  Order  ("ACO") from the Region 2 Offices of the
     USEPA  located in New York.  The order was based on the NPDES permit issued
     to the Partnership on January 16, 1997,  becoming effective on June 1, 1997
     and expiring on May 31, 2002.  There are four permitted  outfalls.  The ACO
     alleged  permit  violations  ordering  the  Partnership  to comply with the
     monitoring  and  reporting  requirements  of the permit for Free  Available
     Chlorine.  In addition,  the ACO required  that an Action Plan be submitted
     and  instituted  that would  address  effluent  limitations  re:  Dissolved
     Oxygen, pH and Total Suspended Solids as well as the sampling and reporting
     provisions of the permit. On February 21, 2001, the Partnership  received a
     letter from the Region 2 Office of the USEPA informing the Partnership that
     the ACO had been "closed-out."



4.   ----------









                                  SCHEDULE 2.16

                                  Distributions

         No distributions have been made in 2001.







                                  SCHEDULE 3.4

                              GOVERNMENTAL CONSENTS

         FUCO filing with the Securities and Exchange Commission.









                                  SCHEDULE 4.3

                             GUARANTEED INDEBTEDNESS


1.   Master Guarantee and Support Instrument, dated December 23, 1998 (including
     all  supplements  thereunder),  with  ABN  AMRO  Bank  N.V.  and The  Chase
     Manhattan Bank.

2.   Guarantee  Assumption  Agreement,  dated December 23, 1998. The Partnership
     entered into an Option to Purchase Agreement with Union Carbide Caribe Inc.
     ("UCCI") under which the Partnership  agreed to indemnify UCCI with respect
     to certain post-closing activities (property damage or personal injury) and
     environmental  contamination  on the plant site. This indemnity  obligation
     was  guaranteed  by Enron Power Corp.  and Kenetech  Energy  Systems  Inc.,
     ("KES")  pursuant  to  a  Guaranty  dated  November  25,  1997  (the  "UCCI
     Guaranty").









                           SCHEDULE 5.7     Partnership Effect


--------------------------------------------------------------------------------

                                          ----------               Corresponding
                                          ----------        Parartnership Effect

--------------------------------------------------------------------------------




----------

















--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



----------









                                  SCHEDULE 8.1

                             PERSONS WITH KNOWLEDGE


                  1.       Phil Herrington



                  2.       Pete Wilkens



                  3.       Ronald Muse