AMENDED AND RESTATED CERTIFICATE OF FORMATION

            Amended and Restated Limited Liability Company Agreement

                                       of
                           Xxxxxxxx Wind Partners, LLC

                              AMENDED AND RESTATED

                            CERTIFICATE OF FORMATION

                                       OF

                           Xxxxxxxx Wind Partners, LLC

     This  Amended and  Restated  Certificate  of  Formation  of  Xxxxxxxx  Wind
Partners,  LLC, a Delaware limited liability company,  formed on March 19, 1998,
was duly  executed and is being filed in accordance  with Section  18-208 of the
Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company is Xxxxxxxx Wind Partners, LLC.
SECOND: The  registered  agent of the  Company  in the State of  Delaware  is CT
     Corporation Trust Company,  Corporation  Trust Center,  0000 Xxxxxx Xxxxxx,
     Xxxxxxxxxx,  Xxxxxx of Xxx Xxxxxx,  Xxxxxxxx  00000, or such other agent as
     determined by the Managers
THIRD: The limited  liability company shall continue in existence on a perpetual
     basis unless  dissolved  pursuant to company's  limited  liability  company
     agreement.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Amendment of Xxxxxxxx Wind Partners, LLC effective as of January 23, 2002.




                                  By:    /s/ Xxxxxxx X. Xxxxxx
                                  Name:  Xxxxxxx X. Xxxxxx
                                  Title: Manager for Xxxxxxxx Wind Partners, LLC